This Remuneration Report reports on the remuneration of the Board of Directors (the “Board”) and the Executive Management of Swissquote Group Holding Ltd (the “Company”) and, where applicable, its consolidated subsidiaries (together, the “Group”). It provides information on the remuneration policy and the components of the remuneration, and reports on the type and size of payments made during the period under review.
Since 2014, in accordance with the Ordinance against Excessive Compensation in Listed Corporations that entered into force on 1 January 2014 (the “Ordinance”)1, the Company has the obligation to issue every year a Remuneration Report separately from the Annual Report. This Remuneration Report contains the information required by the Ordinance, Section 5 of the Annex to the SIX Swiss Exchange Directive on Information relating to Corporate Governance as well as Art. 663c of the Swiss Code of Obligations (CO). In accordance with the requirements set forth in the Ordinance, Section 5 of this Remuneration Report was audited by the Company's auditors, PricewaterhouseCoopers Ltd; a copy of the audit report is enclosed.
Although not legally required, but in line with international standards and its previous practice, the Board intends to submit this Remuneration Report to a consultative vote by the General Meeting of shareholders (the “General Meeting”) at the Ordinary General Meeting (the “Ordinary General Meeting”) of 10 May 2019.
The General Meeting shall approve annually, at the Ordinary General Meeting, the maximum aggregate amount of remuneration payable to (1) the Board for a period running from said Ordinary General Meeting to the next Ordinary General Meeting and (2) the Executive Management for the financial year starting after said Ordinary General Meeting. Section 5 of this Remuneration Report comprises tables that report the total amount of remuneration granted to the Board and the Executive Management for the financial year under review. Therefore, as far as the remuneration of the Board is concerned, the period covered by the General Meeting's binding say on pay differs from the period reported in the tables of this Remuneration Report.
In this context, Section 6 of this Remuneration Report in particular aims at reconciling the maximum aggregate remuneration for the Board and the Executive Management with the remuneration actually paid. The proposal of the Board on the maximum aggregate remuneration for the Board and the Executive Management is included in the invitation to the Ordinary General Meeting.
For further information on remuneration matters, reference is made to the Articles of Incorporation of the Company last amended on 4 May 2018 and applicable as at 31 December 2018, which are available at https://en.swissquote.com/company/investors in the French original version together with an English free translation (the “AoI”).
1 Also known in German as “Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften” (VegüV) and in French as “Ordonnance contre les rémunérations abusives dans les sociétés anonymes cotées en bourse” (ORAb).