6. Shareholding Guidelines

In order to further strengthen the long-term focus of the members of the Board and the Group Executive Board and to increase the alignment of their interests with those of SIG’s shareholders, Shareholding Guidelines are in place. These guidelines complement the long-term vesting periods under the LTIP and essentially ensure a high level of alignment beyond a limited number of years (ie. instead of post-vest holding requirements) and extending over the entire term of office of the respective Board or Group Executive Board member.

Members of the Board (including the Chair) are required to build up an investment in SIG shares worth the equivalent of 100% of their annual base fees within a three-year build-up period from the first equity grant date.

Similarly, members of the Group Executive Board are required to build up an investment in SIG shares worth the equivalent of 100% of their annual base salary, or 200% for the CEO, within a five-year build-up period, starting with their first grant under the equity-based compensation plan.

To assess whether the thresholds have been met, all blocked or unblocked SIG shares and vested or unvested entitlements to SIG shares (such as RSUs, excluding PSUs received as compensation), are considered. Additionally, SIG shares acquired privately, either outright or beneficially, by the members of the Board or Group Executive Board or their immediate family members count towards meeting the thresholds.

If the Shareholding Guidelines are not met by a member of the Board or a member of the Group Executive Board at the end of the build-up period, non-fulfilment consequences, including sale restrictions on equity instruments received as compensation, would apply until the Shareholding Guidelines are met. Adherence is assessed by the Compensation Committee on an annual basis.

Shareholdings (audited)

The following tables show the shareholdings of the members of the Board of Directors as well as the members of the Group Executive Board as of 31 December 2022 and 31 December 2021.

Board of Directors

Table 3: shareholdings of the Board of Directors as of 31 December 2022,
including comparative figures for the prior year

The annual shareholding assessment showed full compliance with the regulation for all members of the Board of Directors, also reflecting that for some members the build-up period is still ongoing.

Group Executive Board

Table 4: shareholdings of the members of the Group Executive Board as of 31 December 2022, including comparative figures for the prior year

Despite the ongoing build-up period for members of the Group Executive Board, the members in office since the Company’s IPO in 2018 already fulfil the required shareholdings. For other members, the compliance check will be done after the build-up period has expired.