Ethos considers that the variable remuneration of Novartis' CEO, Joe Jimenez, is excessive and recommends opposing the remuneration system at Novartis' AGM to be held on 22 February 2013. Ethos however commends the board's decision to propose a new executive remuneration system, effective on 1 January 2014.
Ethos commends the decision of Novartis' board to request shareholder approval for the new executive remuneration system, effective on 1 January 2014. This system replaces the previous one that was strongly criticised by Ethos in the past, mainly due to the discretionary power of the board in determining variable remuneration, excessive payouts, as well as several incentive plans, some without performance conditions for vesting.
Ethos considers that the new system waives most of its concerns, in particular regarding the remuneration structure for the executive management. In the future, executive remuneration will be composed of a base salary, short term incentives and two long term performance plans, one of which with relative performance conditions for vesting. According to Ethos' estimates, based on the 2012 base salary, the CEO's remuneration could reach CHF 10.5 million for achieving targets and CHF 19 million at maximum, which is why, in accordance with its voting guidelines, Ethos recommends to oppose the remuneration system.
Following the AGM, the current chairman of the board, Dr. Daniel Vasella, will become honorary president of Novartis. Dr. Vasella has a contract whereby he is entitled to a certain amount of remuneration for not competing and for remaining available for consultancy work at Novartis. The length of the contract and the amounts to be paid are not disclosed by Novartis which Ethos regrets.