Sika AG (SIKA) Earnings Call Transcript & Summary

[Interpreted] Dear, shareholders. Ladies and gentlemen, I would like to give you a warm welcome to this year's Annual General Meeting of Sika AG. Due to the current situation involving corona, this year's general meeting is once again being carried out without the physical presence of our shareholders, which we regret. But, I'm also happy to inform you that you have the possibility to attend this general meeting online. And also that you have the possibility to ask us questions via our online platform. So in that way, I will at least be able to speak to some of you directly. With me on the podium are Paul Schuler, our CEO; Adrian Widmer, our CFO; as well as Stefan Moesli, General Counsel and Secretary of the Board of Directors. We begin with the constitution of today's general meeting. By publication in the Swiss Official Gazette of Commerce on March 19, 2021, and also by written notification, which was sent off on March 19, 2021, the invitation to this year's AGM was carried out in accordance with the provisions of our articles associations and the law in due time and form. This invitation contained all the agenda items and also the proposals of the Board of Directors. As of 19th of March 2021, the annual report, the auditor's report and the compensation report were all available at the company's main headquarters for perusal by shareholders. In the invitation to this meeting, shareholders were also informed of the fact that they all had the possibility to request being sent these documents by Sika. Our annual report was also available on our website as of 19th of February 2021 or also be downloaded, if necessary. As per invitation by the company in the Swiss Gazette of Commerce of 19th of February 2021, there was the possibility to register for contributions, but no such requests were made. The minutes of the general meeting of last year was signed by the Chairman and the minutes taken. It was available for shareholders at the company headquarters and was also published online. Chairmanship of this AGM is held by the Chairman of the Board of Directors in accordance with our Articles of Association. As minutes taker and teller, we will today once again welcome Mr. Stefan Moesli. In that context, I would like to point out that this Annual General Meeting is being recorded by video and, as already mentioned, will be broadcast live on the Internet as a webstream. The minutes of the AGM will be available on our website and if so wish can be sent directly to our shareholders. The auditors, Ernst & Young Limited is -- they are represented by Mr. Christoph Michel and Stefan Pieren, who joined us by videoconferencing. As independent voting proxy, I would like to welcome Mr. Jost Windlin, he's an attorney and notary public in Zug and is present with us here today. As already mentioned, taking parts physically in person at this year's AGM is unfortunately not possible. Instead, shareholders have the possibility to take part and exercise their voting rights by electronic powers of attorney and instructions given to the independent voting proxy. This was possible until the deadline of Sunday, 18th of April 2021 at 23:59, which is 11:59 p.m. So this goes for the participation in votes and also any possible changes. Shareholders also have the possibility prior to today's AGM to register in an online platform in order to ask questions during the meeting. Shareholders that registered for this option were given a link to do so prior to the Annual General Meeting. These shareholders will be called in by name at the appropriate time in order to ask their questions, and they will join us by live stream. In order to keep this AGM as efficient as possible, we would kindly ask you to formulate your contributions as concisely as possible. I would also like to join -- I would also like to point out again that voting rights could only be exercised by transferring them to the independent voting proxy prior to today's meeting. So exercising shareholders' rights via the online platform is not possible. And finally, I would like to thank Mr. Dominik Slappnig and his team for organizing today's event. I hereby taking note of the fact that today's Annual General Meeting has been convened in accordance with the Articles of Association and the law, and therefore, is properly convened and quorate for all agenda items. At today's meeting, we will proceed according to the following agenda that you see here. After my remarks on the strategy, we will go to the statutory part. Under agenda Item 1, our CEO, Paul Schuler will inform you about the past business year 2020, earnings in the first quarter of 2021 and also on the outlook for the rest of this business year. Financial year 2020 was, of course, as for everybody else, very much influenced by the global COVID pandemic for Sika as well as others. In most of the 100 countries where we are present, there were lockdowns sometimes of several weeks where construction sites were closed and production facilities of our automotive customers were partially closed. Thanks to our solid market position and the swiftly and decisively introduced measures, however, we were still be able to achieve solid figures. In the reporting year, we were able to raise our sales in local cost -- in local currencies by 3.4%. In Swiss francs, unfortunately, there was a slight reduction in turnover of 2.9% minus, which is CHF 7.9 billion due to negative currency exchange effects. Operating profit on the EBIT level was, on the other hand, going up. We have a 7% increase to CHF 1.13 billion, a new record. The net earnings or net profits even went higher up by 9% to CHF 825 million. Considering this pandemic situation, these are certainly very extraordinarily positive results. Further details on the reporting year will be given to you by our CEO, Paul Schuler, under the agenda item Annual Report. Our growth strategy and our decentralized organization have paid off in this difficult situation and have proven highly resilient. The Sika strategy is solidly based on 6 pillars and is clearly focused on growth. Opportunities arising from sustainability, innovation, digitization, acquisitions are efficiently made use of by our company. Our goals are ambitious, and we are transparent in how we communicate them. The strategy process furthermore is deeply anchored in our organization. And our 100 country subsidiaries are already involved in the development phase. By doing so, we are able to achieve a high level of identification with the strategic priorities of the group. Implementing the strategy is further facilitated and accelerated by this. It is carried out locally in our subsidiaries in accordance with our defined target markets. And in effect, this means we are working on 800 strategic opportunities in parallel. A very important element of our strategy is still sustainability. And by that, we really refer to the term in its -- all its implications. We are not only striving for sustainably profitable growth, but we also think very seriously other aspects of sustainability. For example, in the reporting year, we were able to reduce our CO2 emissions per ton in our facilities by over 30% to 20 kilograms per ton. Sustainability for us also involves cultivating our strong corporate culture and social commitments in developing countries. With our innovative products and solutions, we also are contributing in a significant way to sustainable construction. The construction industry, buildings and mobility are important sources of CO2 emissions. And there are tremendous challenges posed by climate change in these areas. And we hold a key position in all this and are able to substantially contribute to sustainability in our industry. We see this as a unique opportunity of which we want to make use with all our powers of innovation. We see ourselves as enablers in these areas for a sustainable future. Let me just give you an example, cement or a concrete. Cement and concrete on a global scale are responsible for about 8% of all CO2 emissions. With our concrete mixtures and additives that are added in small quantities to cement and concrete in production, the CO2 emission of these materials can be reduced by 40%. This is a very relevant figure looking at it on a global scale and makes us a central actor in order to try and make -- or transform the industry into a more climate-friendly one. Similarly, in all our target markets, we are contributing to sustainability with our products and solutions, either by recycling, better ceiling or insulation or also products in the automotive industry. 70% of our products have already proven to have a positive effect on sustainability. Sustainability has belonged to the core values of Sika for decades already. It's part of our strong corporate culture and is as important to us as innovation, customer and solution orientation, integrity and respect. Even though there has been ever more an acquisition activity in the past years, we have managed to preserve these strong values in our organization and to foster them further. With our rapidly growing organization, however, we also want to increase our focus on compliance. And to that end, we created a new function, HR and Compliance in management and made Mrs. Raffaella Marzi a member of the executive management for these tasks, and we wish her all the best. As a global company, equal opportunities and diversity are important success factors. Within our senior management, 46 nations are represented, and that figure will probably increase in the future. Unfortunately, only 23% of them are women at this point. There is certainly room for improvement here, and we have already started taking measures to that effect. Also on the level of the Board of Directors, there is still potential. We would have been happy to present to you a female candidate for the Board today. There was a female candidate, however, unfortunately, in February, she withdrew her candidacy. But we will remain -- or we will stay focused on this important topic, and we are already looking for a new candidate for the Annual General Meeting of next year. Our culture, the so-called Sika Spirit is very much dependent on entrepreneurship within the company. Decisions should be taken at the most gross roots level possible and as closely possible to our customers. We give leadership in the question of what needs to be done. But when it comes to the how, we want to give enough room for maneuver to our employees, and they understand what their contribution to the whole is and are responsible for the results. And our employees, because of this show a high level of commitment, the last engagement survey came out at a level of 86%, and this is way above the average of our competitors. I would, at this point, like to take this opportunity on behalf of the entire Board of Directors to thank all employees at Sika for their great commitment in the past year. We are aware that the excellent results in this difficult environment were only possible thanks to your extraordinary level of commitment. Long-term sustainable thinking and acting will pay off for Sika and also for you as shareholders. Despite conflicts with our former main shareholder and despite the pandemic, we were still able to constantly and reliably increase our sales and profits during the last couple of years. You as shareholders were able to benefit from this via the dividend that also went up on an annual basis and the share prices. I would like to thank all of you in the name of group management and the Board of Directors. And with that, we come to the statutory part of today's meeting. I will now continue. And we will start with the number of represented shareholder votes. At today's Annual General Meeting, personal attendance is unfortunately not possible. So the independent voting proxy is representing all represented votes. The total of these represented shareholder votes is 99,485,322 votes. Shares held by Sika and its subsidiaries have no voting rights, and therefore, are not represented. In accordance with our Articles of Association, the Annual General Meeting takes its resolutions and carries out its votes with an absolute majority of the represented shareholder votes, excluding abstentions or void or otherwise invalid votes, unless determined otherwise by the Articles of Association or the law. The number of, yes, no and abstention votes in each vote will be announced under the appropriate agenda item. And this brings us to today's agenda. You'd see here the list of agenda items for today's meeting and you already received that in your invitation. I will, therefore, forego reading out each agenda item in turn, and we'll proceed directly with agenda Item 1. Approval of the annual financial statements and the consolidated financial statements for the 2020 financial year. On the media conference on the 19th of February 2021, we have reported on the 2020 financial year in full detail. So further details on the annual financial statements and the 2020 consolidated financial statements, let me refer you to the 2020 annual report of Sika AG; and our CEO, Paul Schuler, will, in addition, report on the course of business in the year under review and in the first quarter of 2021. As you would have seen from external communication in February and from the invitation to the 2021 Annual General Meeting, Mr. Paul Schuler will report on Sika's course of business for the last time. At the end of April, he will depart from the Executive Board and to hand over to Thomas Hasler on May 1. But Paul Schuler will remain loyal to Sika. The Board of Directors is proposing to the Annual General Meeting to elect Mr. Paul Schuler as a member of the Board of Directors, and we'll be coming back to this under Item 4.2. Over to Paul Schuler for a report on the 2020 financial year.

[Interpreted] Ladies and gentlemen, thank you very much for being with us. I'll be pleased to give you an overview of the 2020 financial year. Let me state that despite the severe pandemic, we produced record results in terms of flows of money and profit. We had sales growth of 3.4% in local currencies, exceeding previous year's results at CHF 1,130 million EBIT, which is a plus of 7.1% over the previous year. We are proud of the increase in the EBIT margin from 13% to 14.4%, which is pointing in the right direction. Net profit at CHF 825.1 million and a plus of 8.8%. And I would also like to mention the CHF 1,259.4 million of operating free cash flow, which goes to show what this company can achieve even in times of crisis. We realized 6 new factories or expansions of factories. Unfortunately, only 1 acquisition as it was more difficult to travel in the pandemic and to look at the targets, but we're confident that we'll be faster and quicker in future. Furthermore, we have successfully integrated Parex and completed integration successfully. It's gratifying to see synergy and cooperation and cross-selling at work. Furthermore, we filed 83 new patents, and we reported 123 inventions. We're also proud of the improvement of our environmental data. We produced 12% less waste per ton sold and used 21% less energy per ton sold and had 25.9% less CO2 emissions. It's important to see that Sika only produced 27 kilo per ton, and we brought this down to 20 kilo of CO2 emissions per ton sold, and we are confident we are going to make further progress. In the pandemic, we try to continue to provide training to our employees, which spent an average of 10 hours in training. Looking at the countries and the regions, growth of 1% in the Americas, which brought us just under CHF 2 billion of sales, South America suffered more than North America. EMEA produced great results at 4.4% plus and CHF 3.4 billion of sales in difficult times and business in the past 9 months was excellent in China. We produced growth of 12.6% in Asia. We had slight problems in automotive global business, where we sold less than 11%, but we are confident that the crisis will recover -- we will recover under 3.4% to CHF 7.8 billion, the group is on the right track. Looking at the time line. We built a factory in Colombia and acquired Adeplast in Romania. We expanded our plant in Sarnen, Switzerland with modern waterproofing in Egypt and have a new mortar plant in China and a cooperation with CiDRA in the United States of America. There was also a major polyurethane investment at our main plant, Düdingen in Switzerland. But I'll be pleased to report on the sales in the first quarter of 2021, we are on the right track, I believe, to come up with excellent results this year. We have dynamic growth picking up on last year and achieved record sales, plus of 12% in local currencies in the first quarter, almost CHF 2 billion of sales. It's also nice to see that growth is across the board in all regions and there's great momentum. We have realized 3 acquisitions, which, of course, we prepared last year. But due to good work, these acquisitions have been closed and will be integrated successfully. And we're also building our future. We have 2 factories, 1 in Qatar, 1 in Sweden that were set up or expanded so that we're ready for future dynamic growth. This is gratifying and beautiful for us to say that we grew across all the regions in smallest growth in global business, where we haven't had a full recovery yet. But in South America and the Americas, we're seeing a plus of 6.2% of growth. This is a strong team, highly successful, and it's also gratifying to see growth at EMEA at 13.2%, where we generated this growth in our main markets, 25.8% in Asia Pacific. China being the big driver there, and there is still some pandemic problems in Southeast Asia. Total growth, 12.6%, which was a record value, and we're convinced that we can sustain that looking forward, so we can be confident looking towards the future, aiming for double-digit sales growth in local currencies for fiscal 2021. So we're well set up. Furthermore, we would like to have an overproportional increase in EBIT and the EBIT margin is to exceed 15% for the first time ever. We are also confirming our strategic targets for sustainable and profitable growth in view of 2023. And this concludes my report, and let me hand back to Paul.

[Interpreted] Thank you, Paul for your long-standing loyalty to Sika and you're a very seasoned Sika man and for your merits in the company as a manager in this company and CEO in recent time as well as for being a role model in exercising the Sika Spirit, I would like to thank you very cordially on behalf of the entire Board of Directors, we're looking forward to cooperating with you on the Board, of course. Also, on behalf of the Board of Directors, I would like to take this opportunity to extend my gratitude to all employees and the group management for their great commitment in the past financial year that was marked by the COVID-19 crisis. I think we all agree that the Sika team in the year of crisis produced excellent work and has delivered yet another record result. Now coming back to Item 1 on the agenda, the approval of the annual financial statements and the consolidated financial statements for 2020, the annual financial statements and the consolidated financial statements have been audited by Ernst & Young, the auditors and the auditor's reports on the annual financial statements and the consolidated financial statements can be found on pages 160 to 162 and 179 to 180, respectively, of the annual report. In these reports, Ernst & Young recommends to you to approve the annual and consolidated financial statements. I would like to thank the auditors for the work they have performed. Based on the auditor's reports, the Board of Directors proposes to approve the annual and consolidated financial statements for the 2020 financial year. Let's move on to the results of the vote. The independent proxy has announced to us the following results. As you can see them on the screen, shareholders have approved the Board's motion at more than 99.9% of the vote. The annual and consolidated financial statements for the 2020 financial year, thus have been approved. Next, Item 2, resolution on appropriation of Sika AG's retained earnings. The Board of Directors has CHF 1,240 million available. The Board of Directors proposes a dividend payout of CHF 354.5 million, which leaves profit to carry forward to new accounts of CHF 888.9 million. The dividend proposal, including explanations is being shown on screen. It was also included in the invitation to the Annual General Meeting today and was printed in the annual report for fiscal 2020 on Page 177. The auditors have confirmed that the proposed appropriation of returned -- retained earnings is in compliance with the law and the articles. Therefore, I shall forgo reading out the motion. If the Board's motion is approved, the gross dividend of CHF 2 -- the gross dividend will be CHF 2.50 per share. This brings us to the vote on Item 2, the independent proxy has announced the following results: Being shown on screen. The shareholders have approved the Board's proposal at a clear majority. This brings us on to Item 3, discharge to the administrative bodies. The Board of Directors proposes to grant discharge to the responsible administrative bodies. Let me point out that pursuant to Article 695 of the Swiss Code of Obligations, anyone involved in any way in business management is not entitled to vote on this item, neither are persons entitled to vote representing votes of persons who've been involved in the management of the business. On this item, we have someone who asked for the floor. I would like to ask Mr. Marc Possa of VV Vermögensverwaltung AG to take the floor who is following us through online.

[Interpreted] Thank you very much. Dear Chairman of the Board of Directors, dear Directors and members of the group management, esteemed shareholders. My name is Marc Possa. I live at Uetikon near Zurich, and I represent the [indiscernible] select funds, Sika shares. Out of deep conviction for more than 20 years, this fund has been invested in Sika. In particular, Paul Schuler, but also the Board of Directors and the business management, I would like to thank you very much for making sure that Sika is not only a successful company in operating terms, but also in handling this current crisis. Sika is the only company to date that enables us shareholders to be personally present in the AGM, albeit online. So extraordinary people can do extraordinary things. And yet another time, Paul and his crew shows that they have an excellent sense and excellent foresight. And I would also like to thank very much Paul Schuler, who's unfortunately stepping down. I would like to thank him for his great commitment at all times. I'm convinced that his enthusiasm will have a great effect on the Board of Directors. Size and motivation, as shown by the Board and the group management at Sika in the acquisition battle several years ago will be completed and yet another successful chapter, and you have met all expectations up to date. Well, I could only wish there'd be more such companies with such great figure hits. Thank you very much, and I wish you all the best of luck and a good start for Thomas Hasler taking over the function of CEO. Thank you very much.

[Interpreted] Thank you, Mr. Possa, for these very encouraging words. I can assure you that we are going to do everything in our power, that you will be pleased with us and our stock in the next 20 years to come. Thank you very much, and see you soon. This brings us to the results of the vote on Item 3, the independent proxy has announced the following results: As you can see, shareholders have approved granting discharge to the responsible administrative bodies, and thank you very much for your trust. This brings us on to Item 4, elections. As you will have seen from the media release on February 19, 2021, Frits van Dijk does not stand for reelection as a member of the Board of Directors. Frits van Dijk has been a member of the Board of Directors of Sika since 2012. Dear Frits, I would like to thank you very cordially for your great commitment on Sika's Board and for your valuable support over many years. With your great experience in global and local markets and your strategic thinking and circumspection, you have had a major impact on our decisions and discussions. All of us really appreciated cooperating with you at all times. Now to make sure that you will keep Sika in good memory, we would like to give you a farewell gift, decorative component representing -- decorative component of your choice that can be used outdoors and indoors and this component will be manufactured with Sika signature future technology, 3D concrete printing. It will be made by our partner, [indiscernible] and you're going to see now how this is going to happen. [Presentation]

[Interpreted] 3D concrete printing does not only have the potential to increase efficiency considerably in the construction industry, but as you could -- can see in the video, it also enables enormous diversity in shaping and designing things. Well, Frits, we do hope you're going to enjoy our gift and wish you all the best for your future. This brings us to agenda Item 4.1, reelection of the Board of Directors. With the exception of Frits van Dijk, all current members of the Board of Directors are standing for reelection. And they all have the full support of the Board of Directors. The Board of Directors in accordance with -- or according to the Articles 4.11 to 4.17 is proposing my reelection to the Board of Directors as well as Monika Ribar, Daniel Sauter, Christoph Tobler, Justin Howell, Thierry Vanlanckerto and Viktor Balli. We will bundle these agenda items together and present the election results for the entire agenda Item 4.1 together, and the independent voting proxy has given us the following results: All candidates are reelected and I also congratulate all my colleagues on the reelection, and I thank the shareholders for their show of trust. Next, Item 4.2, election to the Board of Directors. The Board of Directors proposes in agenda Item 4.2 for the term of office of 1 year, the election of Paul Schuler to the Board of Directors. From the point of view of the Board of Directors, nominating Paul is a vote for continuity and an understanding of the corporate culture of Sika. Paul will cede his present position as CEO as of 1st of May 2021 to its internal successor Thomas Hasler. Before being appointed CEO, Paul was already working for the Sika for 29 years in various leadership positions. And in that time, he was a major contributor to the successful growth strategy of Sika and the unique Sika Spirit. With his broad knowledge concerning our company, the market's products and technologies as well as the Sika entrepreneurial culture, he brings valuable expertise into the Board. We also have a contribution from Mrs. Ann Steele from Threadneedle Investments regarding the reelection of Paul Schuler.

Ladies and gentlemen, my name is Ann Steele, and I'm a senior portfolio manager at Columbia Threadneedle Investment Management in London. We've been investors in Sika for over 20 years following closely the development and growth of this company globally. And talking with my colleagues, we are all in agreement, Paul Schuler should join the Board with a general remit when he steps down as CEO on the 1st of May. Paul has played a key role since 2007 in developing and executing Sika's successful growth strategy. His contributions to Sika's success include very high-growth rates significant improvements in efficiency and profitability as well as responsibility for major acquisitions. More importantly, he is very well respected by all staff. He listens carefully and takes time to speak with everyone. His open and honest approach is highly valued, and we have observed how committed he is as one of the team. He certainly promotes the Sika Spirit and will ensure the unique culture we see in this company remains intact. Since the Parex acquisition, he's traveled extensively, reaching out to his colleagues in every part of the business. Ladies and gentlemen, you have our assurance that as one of the major key shareholders we understand the necessity for continuity. Paul's deep knowledge of the strategy, along with his unique character, will ensure that the necessary experience of the senior management team at Sika remains truly top class. So Mr. Chairman, I strongly recommend we vote in favor.

Thank you very much Ann for your support and for your strong statement. And I will say, I'm very pleased that you share the view of the Board. And obviously, we support the election very much. And with this, we can go to the result. We have gained some... [Interpreted] We now come to the results. And you can see them here. With almost 98%, Paul Schuler has been elected to the Board of Directors. Congratulations Paul on your election, and I would like to welcome you into the Board. I am sure that you will be a very valuable asset for this body and that you will continue to support the strategic development of this company and will continue to play an important role. Dear shareholders. Once again, I'd like to assure you that the topic of diversity remains very important in our company and all management levels. The Board of Directors will do everything in its power to propose a qualified female candidate for the general meeting in 2022 for nomination to the Board of Directors. This brings us to Article 4.3, election of the Chairman. The Board of Director proposes my reelection as Chairman of the Board for a term of office of 1 year. And we will proceed straight to the election results. There have been no contributions. The independent proxy has given us the following figures: shareholders have agreed to the proposal by the Board. And I would like to thank all of you for your trust. Next, Item 4.4, election of the Nomination or to the Nomination and Compensation Committees. The Board of Directors proposes that the following persons be elected to the Nomination and Compensation Committee. All present members of these committees are running for reelection and they are supported by the Board of Directors. So in agenda Items 4.1 to 4.3, the Board proposes the reelection of Daniel Sauter, Justin Howell and Thierry Vanlancker to the Nomination and Compensation Committee. We will once again bundle these agenda items and present the elections for the entire agenda Item 4.4. And these are the figures given to us by the proxy. The shareholders have reelected all candidates to the Nomination and Compensation Committee. I thank the shareholders for their trust, and I would like to congratulate Daniel, Justin and Thierry on their reelection. This brings us to Item 4.5, election of statutory auditors. The Board of Directors proposes that Ernst & Young be elected as statutory auditors for the 2021 financial year. Mr. Christoph Michel has informed us that Ernst & Young would be glad to assume this mandate if the Annual General Meeting appoints them to it. And without further ado, the results. The shareholders have appointed once again Ernst & Young as the statutory auditors for the coming year. This brings us to 4.6, appointments or election of the independent voting proxy. The Board of Directors proposes that Jost Windlin, attorney at law and notary in Zug be elected independent proxy until the close of the next Annual General Meeting. And again, here, we come to the voting results. And these are the figures given to us. The shareholders have, therefore, approved the proposal of the Board of Directors. Congratulations to Mr. Windlin. Moving on to Item 5, compensation. Beginning with Item 5.1, a consultative vote on the 2020 compensation report. The 2020 compensation report outlines the compensation systems and the programs for the Board of Directors and the group management as well as the compensation paid to the Board of Directors and the group management for the 2020 financial year. We'll find the compensation report in the annual report on Pages 87 to 105. Allow me to briefly explain the compensation system for the Board of Directors and the group management. In order to safeguard independence of the members of the Board of Directors in exercising the supervisory obligations over the management, they receive fixed compensation only. They do not receive any performance pay and do not take part in Sika's pension plans. Compensation is composed of a basic fee for work on the Board and additional compensation for work in various board committees and a representation fee for the Chairman of the Board. The basic fee is paid in cash and in locked up shares, 50% each. Locked up shares cannot be traded for a period of 3 years. Additional compensation for work on the committees and the representation fee are paid in cash. The compensation model for the group management is composed of fixed compensation and variable compensation. Fixed compensation consists of base salary and fringe benefits such as pension plan participation. Variable compensation for the members of the group management is based on corporate success, the result of business units and individual performance. Balancing the compensation plans, we take into account annual performance and long-term success. Furthermore, performance is measured compared to the previous year and compared to similar companies subject to similar market cycles. The performance bonus is a reward for annual financial results of the company compared to the market, achievement of the sustainability goal, the results of business units and individual performance of the members of the group management. The annual performance bonus is capped. The long-term incentive plan rewards long-term performance of the company and reinforces alignment with shareholders' interest in the form of entitlements to receive shares. These entitlements are subject to a 3-year period of service. The final number of shares, it depends on the relative shareholder return in the period of service and the return on capital employed achieved. Maximum payout is capped just like for the performance bonus. The performance bonus and the long-term incentive plan include clawback and forfeiture. Rules, under certain circumstances, variable compensation can be forfeited or even be subject to clawback. Furthermore, the members of the group management are expected to build up a minimum amount of Sika shares and hold those shares to achieve alignment with shareholders' interest. The Board of Directors is convinced the compensation model is well balanced and well aligned with shareholders' interest. Aggregate compensation for the Board of Directors for the 2020 financial year amounted to around CHF 3 million. The increase in compensation compared to the previous year is due to the new compensation structure that was introduced following the Annual General Meeting in 2019. The aggregate compensation for the group management for the 2020 financial year amounts to CHF 16.2 million, a little higher than the previous year. This is primarily due to the new compensation of the -- composition of the group management and due to higher payout of the annual bonus. Compensation paid out in 2020 was lower than the maximum aggregate compensation of CHF 19.5 million approved by shareholders at the 2019 Annual General Meeting for the 2020 financial year. You will find the details and the full compensation report in the annual report on Pages 87 to 105. This brings me to the Board's proposal for the consultative vote. The Board of Directors proposes to approve the 2020 compensation report in a nonbinding consultative vote. The independent proxy has announced the following results of the vote. You have approved the 2020 compensation report. Thank you very much. Moving on to Item 5.2, approval of the future compensation for the Board of Directors. The Board of Directors proposes a maximum aggregate demand of CHF 3.3 million for 8 directors -- for 8 members of the Board of Directors for the period of time from the 2021 AGM to the 2022 Annual General Meeting. Explanations can be seen on screen now. The amount is composed by CHF 1.7 million for fixed compensation, CHF 1.35 million for share-based compensation and CHF 250,000 for social security contributions. The maximum aggregate amount includes basic salaries and compensation for work in the 2 Board committees. The compensation structure and the amount of compensation for the Board of Directors remains unchanged over the previous period. The Board of Directors thus proposed to approve the aggregate amount for compensation of the Board of Directors consisting of 8 members of a maximum of CHF 3.3 billion for the period of office of 1 year until completion of the next ordinary general meeting in 2022. The independent proxy is announcing the following results of the vote. The shareholders have approved future compensation of the Board of Directors. Thank you very much. Moving on to Item 5.3, approval of the future compensation for the group management. Let me make a few explanations in addition to what you found in the invitation. The aggregate amount proposed for the 2022 financial year is higher than it was in the 2021 financial year as an additional member of the group management was appointed, and it includes -- it is likely to include CHF 8.9 million for fixed salaries, including social security contributions and pension contributions and fringe benefits, CHF 6.3 million for the performance bonus. Actual payout will occur in 2023 and depends on the degree to which the group management has achieved its goals in 2022. Effective payout can be lower than the budgeted amount as a result. And further CHF 6.3 million for allocation of entitlements to Sika shares under the long-term incentive plan for the periods from 2022 to 2024. These entitlements will be paid out only after the period has elapsed, that is in the year 2025, and that on the basis of actual goal achievement. Again, we assume a maximum payout, which only occurs if the objectives are achieved in full. The proposed aggregate amount for the 2022 financial year of CHF 21.5 million was calculated based on the current maximum compensation of 9 members of the group management, it also includes an amount as a reserve for potential adjustments. The Board's proposal is to approve the aggregate -- maximum aggregate amount of compensation for the group management consisting of 9 members of a maximum of CHF 21.5 million for the 2022 financial year. Moving on to the results of the vote, as announced by the independent proxy. As you can see, shareholders have approved future compensation for the group management. I would like to thank you for your trust. This brings me to the end of this year's Annual General Meeting of Sika AG. I would like to thank you very much for your continuing loyalty to our company even in times of crisis and for your great trust in the Board of Directors and the group management. We shall do everything in our power to justify your trust in future. The next and 54th Annual General Meeting will be held on April 12, 2022. I hope that the 54th Annual General Meeting will be held in a normal setting, in our usual setting, and that I'll be able to welcome many of you in person again next year. I declare that the Annual General Meeting 2021 is now closed, and I would like to thank you for your kind attention. Goodbye, and see you next year. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]