NCC Meetings

As this was the first post-IPO year, the Board of Directors, NCC, CEO and the entire Group Management Board held regular discussions to ensure smooth decision-making.

In 2015 the NCC held two physical meetings and one telephone conference relating to compensation:

January 23, 2015: Meeting

Attendees: Peter Schöpfer (Chairman of the NCC), Lorne Somerville, Dominik Koechlin

In the first NCC meeting in preparation for the IPO, the NCC decided on its organization. The NCC also finalized all recommendations to the Board of Directors regarding the 2015 remuneration of the Group Management Board (base salary, short-term incentive, etc.), the Group Management Board master contract as well as individual contracts for each Group Management Board member, the plan rules for the Management Long-Term Investment Programs MLTIPZero and MLTIP, the nomination of participants in the MLTIPZero / MLTIP and the plan rules for the Employee Share Purchase Program (ESPP). The NCC also recommended the approval of the external mandates of the Board of Directors and the Group Management Board. All recommendations were approved by the Board of Directors.

February 12, 2015: Circular resolution of the NCC

The NCC reviewed and recommended for approval via circular resolution to the Board of Directors the summary target achievement results for 2014 for individual Group Management Board members, the target achievement results for 2014 for the company as a whole, as well as individual 2015 targets for Group Management Board members.

August 12, 2015: Telephone conference

Attendees: Peter Schöpfer (Chairman of the NCC), Lorne Somerville, Jesper Ovesen

The NCC finalized its recommendation to the Board of Directors regarding the Sunrise restructuring program and the adapted Corporate Governance meeting structure.

November 10, 2015: Meeting

Attendees: Peter Schöpfer (Chairman of the NCC), Lorne Somerville, Jesper Ovesen

The NCC gave guidance for the preparation of year-end processes for 2015/2016: 2015 target achievement results for Group Management Board members and guiding principles for setting targets for the company as a whole as well as individual targets for Group Management Board members for 2016.

The NCC meeting to finalize its recommendation regarding the 2015 target achievement results took place on January 28, 2016. During the same meeting, 2016 target setting recommendations for the Group Management Board were discussed.

The NCC held three meetings. All appointed members participated in these meetings. Due to the passing away of Dominik Koechlin in July 2015, Jesper Ovesen, member of the Board of Directors, was appointed as Dominik Koechlin’s substitute until the completion of the next Annual General Meeting.