UBS Group AG (UBSG) Earnings Call Transcript & Summary
April 24, 2024
Earnings Call Speaker Segments
Thomas Kelleher
executiveValued shareholders, ladies and gentlemen, I warmly welcome you to the Annual General Meeting of UBS Group AG here in Basel. I also welcome the viewers who are following the AGM live on the Internet. In accordance with Article 13 of the Articles Association of UBS Group AG, I formally open this AGM, take the chair and introduce the participants who will support me here on the stage today. Starting on your far left, Todd Tuckner, our Group Chief Financial Officer; Barbara Levi, our Group General Counsel; Sergio Ermotti, our Group Chief Executive Officer; Lukas Gahwiler, your Vice Chairman; and on my right, Markus Baumann, our Group Company Secretary. I nominate Markus Baumann as the Secretary. I welcome the members of the Board of Directors. I also welcome BDO AG Solothurn, which is responsible for the counting of votes and I welcome the independent proxy, Altorfer Duss & Beilstein AG, Zurich, represented by Dr. Urs Zeltner. Finally, I would like to welcome the representatives of the statutory auditors Ernst & Young Limited, in particular, the lead auditors for the 2023 financial year and the notary, Carolina [indiscernible] Partner, A.G. Basel, who will publicly certify certain resolutions of this AGM. On the 25th of January 2024, we published a notice in the Swiss Official Gazette of Commerce and on our website inviting qualifying shareholders to submit their written requests for items to be placed on the agenda or motions to agenda items by the fifth of March of 2024. No requests were submitted. The invitation for today's AGM was published in the Swiss Official Gazette of Commerce on the 28th of March 2024 and is also available on our website. A personal invitation was sent to the shareholders entered in our share register. I stated that the convening of the Annual General Meeting was duly conducted in accordance with the Articles of Association and that the Annual General Meeting, therefore, has a quorum. As usual, we will keep a list of speakers. I ask shareholders who wish to take the floor to register at the speaking desk at your front left of the hall. You will then be called for the agenda item you wish to speak on. In accordance with Article 17, Paragraph 1 of the Articles of Association of UBS Group AG, today, AGM votes will be cited by a majority of votes represented excluding blank and invalid votes. Finally, I would like to call to your attention to the fact that an audio and video recording of the AGM will be made and used as the basis for the minutes and broadcast live on the Internet. Ladies and gentlemen, valued shareholders, today we are looking back on one of the most defining years in our firm's history, a year marked by our acquisition of Credit Suisse. The acquisition stabilized the financial system here in our home country and abroad. It reinforced Switzerland's position as a leader in wealth management and it represents the first merger of 2 globally systemically important banks. We firmly believe this transaction serves the best interest of all our shareholders, especially yours, our esteemed shareholders. It adds client assets equivalent to 7 to 10 years of organic growth. It cements our status as the preeminent global wealth manager and as the leading Swiss Universal Bank, and it bolsters our asset management and investment banking franchises. Moving forward, our successful integration is key to realizing the full benefits of this acquisition. We have already made significant progress, but there is still a long way to go. I assure you we are committed to working transparently and with speed throughout the integration. Our Chief Executive Officer, Sergio Ermotti, will provide more details about our integration efforts and what lies ahead. Balancing the interest of our stakeholders is essential for success. We must remain humble and not take anything for granted. Complacency has no place at UBS. Naturally, our acquisition of Credit Suisse has given rise to a renewed debate within Switzerland about how banks should be regulated in order to guard against similar situations in the future. The various postmortems by regulators and expert bodies have formulated specific recommendations in the areas of supervision, stress testing, liquidity and accountability. We endorsed many of these recommendations, including those contained in the Federal Council's recently published report on banking stability. However, let me be clear, we are seriously concerned about some of the discussions related to additional capital requirements. Additional capital is the wrong remedy. Let me explain why. Our own observation of Credit Suisse is predicament leads to 2 main conclusions. First, there could be no regulatory solution for a broken business model. That is the remit of management and the Board of Directors held to account by their shareholders. And secondly, trust just cannot be regulated. It was not too low capital requirements that forced Credit Suisse into the historic weekend rescue. Capital requirements for globally systemic important banks have significantly increased over the past 15 years. They have bolstered the resilience of the world's largest banks and the safety of the financial system. Effective loss-absorbing capacity increased around 20x since the global financial crisis of 2008. At our firm, it now exceeds USD 200 billion. Both UBS and Credit Suisse operated under the same regulatory framework, our ability to acquire Credit Suisse underscores that the regulatory framework was not the problem. This view is supported by various experts, both international and domestic. I've seen how countries large and small succeed. Both Ireland, my home country, and Switzerland have thrived in global competition through hard work and sensible and pragmatic politics. The solution found for Credit Suisse in March last year is a testament to Switzerland's sensible and pragmatic approach. On March 15, Switzerland posed a problem for the global financial system. On March 19, Switzerland presented a homegrown solution to this problem and averted a global financial crisis. I sincerely believe that this is something Switzerland should be proud of. In the global arena, financial centers are fiercely competitive. The U.S. stands out with robust regulation and the deepest financial markets. New York is the world's top financial center. Meanwhile, Asia is rapidly advancing. In contrast, Europe lags due to regulatory fragmentation. While the U.S. and Asia attract capital through effective regulation, the lack of deep capital markets in Europe poses challenges for both its economy and banks. Using sensible and pragmatic policies, Swiss regulators and the Swiss financial center must aim to match the best. It is crucial to understand that regulation is not a win-lose proposition where one party's gain is another's loss. Rather, sound regulation is beneficial for both the financial system and the public while poor regulation is detrimental to both. Switzerland boasts exemplary financial market regulation and a formidable financial sector. Both Zurich and Geneva rank in the top 20 global financial centers. The Swiss financial sector generates 9.3% of GDP and accounts for 5.4% of total employment, both twice as high as the EU average. The sector is a pivotal driver of growth and prosperity in Switzerland. UBS is a structural pillar of Switzerland's financial system. It is the country's third largest private employer. It offers thousands of training positions to young people and UBS and its employees are important taxpayers. As with other successful Swiss exporters, we carry Swissness to the global stage. However, to maintain this competitive edge, it is imperative that our regulatory policies ensure a level playing field. In other words, Switzerland's regulation must remain broadly aligned with global standards. Let me add a concluding thought. UBS is not too big to fail. UBS is one of the best capitalized banks in Europe with a sustainable business model and a corresponding low-risk balance sheet. In addition, we have an effective resolution mechanism that we will further strengthen in the future. Now let's turn to our financial performance. Our full year profit before tax reached USD 29.9 billion, including USD 28.9 billion of negative goodwill. More importantly, despite the fact that Credit Suisse was and remains structurally loss-making, UBS achieved underlying profitability in 2023. The acquisition of Credit Suisse has accelerated, not changed our strategy. The integration further shifts our focus towards global wealth management, asset management and the Swiss Personal & Corporate Banking business. Over 1/3 of our risk-weighted assets are allocated to our global wealth management and asset management businesses. These are attractive from a risk growth and capital perspective. Roughly another 1/3 of our risk-weighted assets are in Personal & Corporate Banking in Switzerland, a prosperous, stable and well-diversified economy with low historic credit losses. And in the investment bank, we now have a broader and more diversified business, while having reduced its share to no more than 25% of our group risk-weighted assets. Our complementary footprints in Asia Pacific have reinforced our leading position in the fastest-growing wealth market. In the U.S., our other key wealth manager growth market, we have a scope to improve our profitability. Over the next 3 years, we will build out our core banking infrastructure to provide clients with a more comprehensive loan and deposit offering. Also, we will roll out more products and services to the ultra-high net worth, family and institutional wealth clients. These actions, among others, will help to further narrow the gap to our peers. Switzerland is and shall always be a cornerstone of our strategy. We are and will remain a Swiss bank, deeply rooted in Switzerland and guided by Swiss values. Switzerland gives us stability and Swiss qualities and values helps us to succeed abroad. In a challenging geopolitical and macroeconomic environment, these qualities and values are more in demand than ever. My aspiration for UBS is to be a trusted partner in Switzerland and the bank of choice for the wealthy around the globe. The most telling indicator of our progress is our market valuation. Our valuation is measured by the price-to-book ratio should mirror that of our top global competitors. Whilst we have closed some of that gap since summer last year, we are not there yet and have much to do. In the long term, the success of a bank hinges on its corporate culture. Culture defines institutions. A positive culture fosters the right actions. A negative one can lead to its downfall. For banks where trust is the currency, culture is paramount. Trust is hard earned and is easily lost. In turbulent times, culture is even more critical, shaping how banks react to external and internal challenges. It is no coincidence that those financial firms that whether the global financial crisis, and came out ahead had robust corporate cultures. Indeed, a strong corporate culture is perhaps the most vital ingredient for a financial institution success. That is why at UBS, culture is of the highest priority. A sound corporate culture promotes accountability, integrity and collaboration. They are the standards that each of us, including myself, the rest of the Board, the management and all our employees are held to. Despite some cultural variances between UBS and Credit Suisse, there is much that unites us. As the integration progresses, my vision is for UBS to emerge as a one firm with a robust, vibrant and cohesive culture at its core and a workforce that takes pride in being part of UBS. I seize this moment to honor our employees for their exceptional performance in trying times. I recognize that the uncertainties of integration can put strain on them. We are working hard to provide clarity as quickly as possible. My deepest gratitude goes to our employees who continue to serve our clients around the world while driving the integration forward. Clients are at the heart of everything we do. Our clients are our raison d'etre, and we are grateful to them for the trust they have placed in us over the past year. Our commitment to our clients is unwavering, and we will strive for their benefit every single day. Sustainability has remained high on our list of priorities. Today, you will vote on our nonfinancial reporting. You will have read that we remain steadfast in our ambition to be a global leader in sustainability. We are committed to supporting our clients in the transition to a low-carbon world, leading by example in our own operations and sharing our lessons learned along the way. We have already made significant progress in aligning the sustainability frameworks of UBS and Credit Suisse, and we will persist in this endeavor throughout 2024 and beyond. Let me give you some examples. Our revised sustainability and climate framework already covers the combined business and ensures a consistent approach. We have also moved swiftly to transition portfolios in carbon-intensive sectors that do not align with our approach and risk appetite into the noncore and legacy unit where they will be managed off our balance sheet. Our ambition remains to achieve net-zero greenhouse gas emissions across our Scope 1, 2 and specified Scope 3 activities by 2015. Scope 1 emissions are our direct emissions from our gas, oil and fuel consumption. Scope 2 emissions are our indirect emissions via our electricity and heating consumption. We will minimize both in particular, through energy efficiencies and switching to more sustainable energy sources. Scope 3 emissions are other indirect emissions that occur in our bank's value chain, including, for instance, financed emissions. Here, we have set clear 2030 targets for decarbonization for our leading activities to carbon-intensive sectors. As in past years, you will also vote on the compensation report, and the compensation for the members of the Board of Directors and the Group Executive Board. What stands out last year that it was important to balance like-for-like pay outcomes for comparable roles and performance across the combined bank. We also consider factors such as the need to retain key talent and stabilize the CS franchise, as well as pay fairly across the 2 subgroups. I'll provide more comments ahead of the respective votes, but I am convinced that we have found the right balance in the interest of our shareholders. Valued shareholders, we remain committed to distributing excess capital to you via dividends and share repurchases. We proposed a dividend of $0.70 per share, up 27% year-over-year. At the completion of the merger of UBS AG and CS AG, we plan on commencing share repurchases of up to $1 billion in the second half of this year. We remain committed to progressive dividends. For 2024, we plan to increase dividends by a mid-teens percentage amount. Our ambition is that capital returns to exceed pre-acquisition levels by 2026. As I conclude, let me return to our starting point, the combination of UBS and Credit Suisse. The end of UBS is undoubtedly a tragedy for many of its stakeholders. But I'm convinced that in the long run, history will put this tragedy into perspective. Dating back to its foundings as The Bank in Winterthur in 1862, UBS can claim a heritage of consolidation, encompassing more than 500 different firms from cantonal and regional banks to wealth managers and Wall Street brokerages. Credit Suisse is the latest addition, adding its own legacy brands such as SKA, First Boston, Bank Leu and Swiss Volksbank to a list of UBS's historic franchises, including SG Warburg, Union Bank of Switzerland, PaineWebber and Swiss Bank Corporation, to name just a few. Consolidation has always been and will remain an economic reality in our business. Before closing, I extend my heartfelt thanks also on behalf of the Board of Directors, to our long-standing and new clients for their trust in our bank, to our employees, also new and long-standing, who are the face of UBS and whose commitment and service is the backbone of our success, to Sergio Ermotti and the Group Executive Board for their exceptional leadership to my fellow Board members for their unwavering dedication, and to all of you, our valued shareholders, for your ongoing support. Thank you for your attention. Thank you for your presence today. I will now pass the microphone to our CEO, Sergio Ermotti.
Sergio Ermotti
executiveThank you very much, Colm. Ladies and gentlemen, esteemed shareholders, a warm welcome to all of you here in Basel, but also to everyone joining us virtually. Although unexpected, I am pleased to be here again with you as we execute this next chapter in the history of UBS. Over the last decade, UBS has stood out amongst its global systemically important banking peers for its favorable mix of businesses and unique model, which leverages our cost discipline and risk management capabilities. The fact that we were asked to step in last March to be part of the solution and to stabilize the Swiss and Global financial system was and is the ultimate testament to our strength. As mentioned previously, the Credit Suisse acquisition provides UBS with a complementary client base and regional presence, more products and services as well as many talented people. Our clients now have access to enhanced capabilities and expertise and wider range of products. Our people have an even better platform to grow their careers, and you, our dear shareholders, today own an ever stronger franchise. I am convinced that all of our stakeholders and the communities in which we operate will benefit from the value that we create, especially here in Switzerland. The past 12 months have been very intense. However, we have already made great progress because all of our colleagues have worked very, very hard despite many changes and uncertainties. Uncertainties that have also been real for our clients because of geopolitical and macroeconomic turbulences, and we have always been right there by your side and supported you. At the same time, we have made good progress with our integration plans. As you can see on the slide, ever since we concluded the transaction in June, we have stabilized the client business with inflow of net income and assets of $77 billion. And we have reached a level of financing that is comparable to the one before the acquisition. And we have quite expedite-ly decreased costs, and that means that the combined bank now has been -- become even more secure and stable. And this quarter as a combined company, we have been profitable despite substantial losses of Credit Suisse. And we have been able to achieve costs reduction of USD 4 billion. By the end of 2026, we'll achieve to reduce a total of 13 billion in cost reduction. Combined with the strong capital and liquidity positions of UBS, we have been able to actually not make use of the liquidity support that we have been provided with and offered. And at the same time, we also ended the contract of financial support with the governments -- Swiss governments. And our corporate structure for the future has been defined. This also takes into account the decision to fully integrate Credit Suisse Switzerland AG. However, this integration is a marathon. It's not a sprint. Credit Suisse was structurally speaking deficient. That is why significant restructuring measures and optimization measures are required before we can actually take advantage of all the benefits of this merger. 2024 is going to be a very decisive year for us to be able to achieve our goals to have about 15% of yield on our CET1 capital, and we want to have a value below 70% by the end of the year 2026 when it comes to the P&L. Our goals and ambitions are clear and to reach that, the things you can see here on this slide, we expect to have in the short-term dips in profitability and growth. However, we are convinced that the quality and stability of our income-generating potential will increase in the long term. One of the most important priorities for the first half of 2024 is the merger of both core houses to be able to lead the corporation into one holding. Combining our Swiss banks, well, that should be -- that process should be concluded before the end of the third quarter. After the merger of these 2 corporations, we will be able to implement our goals in terms of costs and capital generation. And that is also a prerequisite for the first wave of account migrations. And we will do this with great care to make sure that our clients will have a seamless experience. As of the 2nd of November of 2024, we will then continually decommission legacy platforms in the second half of 2022. And this process will continue into 2025 before we begin the transition towards our target state in 2026. Even if this journey and the progress will not be done and carried out in a straight line, our strategy is crystal clear, and we remain realistic. We know that there are certainly large and complex tasks that lie ahead of us. I shared the point of view of our Chairman regarding too-big-to-fail. And I trust the results of our Parliamentary Investigation Commission and of the Federal Council's proposal. I'm convinced that the investigation Commission and the results thereof will contribute to fully understanding what happened and that will be truly considered instead of jumping to conclusions. The future of the regulatory framework for Switzerland's financial sector is an important discussion for the nation. However, this discussion must be based on facts and comprehensive analysis and full transparency. For example, some insights about the specificities of Credit Suisse capital situation which have been analyzed by the Swiss Expert Commission and Banking Stability, and highlighted by the Federal Council's too-big-to-fail review report, are not yet properly reflected in the public discussion. And while some modifications to the regulatory regime may be necessary, the phasing out of regulatory concessions previously granted to Credit Suisse already leads to a significant increase of UBS's capital requirements. This has to be taken into consideration when calibrating potential new requirements. Against this background, I would like to focus on one critical point, which is often mentioned in the public discourse, and which is a source of great concern. The factually inaccurate claim that UBS enjoys an implicit state guarantee. The facts are very clear. With a going concern capital of USD 93 billion and loss absorbing debt of USD 107 billion, we have a total loss absorbing capacity at UBS of USD 200 billion. UBS's risks are borne by shareholders and the owners of our AT1 instrument and our subordinated debt, not the taxpayer. That is also reflected in the additional financing costs that you, dear shareholders, pay every year a substitute for the state guarantee and this amounts to about USD 3 billion or about 250 basis points over the interest rate for Swiss bonds. As you can see on this slide, rating agencies do not factor in government support in UBS's rating, neither implicitly nor explicitly. In this respect, UBS differs from most state-owned banks. That is why the ratings of UBS received from those agencies are lower than those of banks that benefit from an explicit or implicit state guarantee. As a result, UBS's funding costs are structurally much higher compared to banks that have a state guarantee. The absence of such a guarantee becomes clearly evident in the fluctuation in funding costs -- of funding costs during moments of stress. That was plain to see during the COVID pandemic as well as before and after the rescue of Credit Suisse when our funding spreads temporarily spiked. However, we should also talk about the many benefits that UBS contributes to our country as a healthy, thriving, globally competitive bank and central pillar of the financial center in Switzerland. I'd like to mention a few things that you can also see here on this slide. The financial sector pays about 40% of all corporate taxes in Switzerland. And UBS is a substantial contributor. When adding corporate taxes to those paid by our combined staff, over the past decade, UBS and Credit Suisse paid around CHF 25 billion in Swiss taxes. In the year 2023 alone, that amounted to CHF 2.6 billion, which is about the estimate cost of the second Gotthard tunnel. UBS contributes to a booming economy where in Switzerland, you can buy goods and services in 2023 or have bought goods and services in 2023 amounting to CHF 3.9 billion that also generate additional tax money. What we contribute to the Swiss labor market? Well, yes, due to the necessary restructuring of Credit Suisse, we have to take tough decisions. And some of these decisions have yet to be made. In the medium and long term -- I'm sorry, medium and short term, we will need to part ways with some of our colleagues. However, we will continue to do our best to mitigate the impact of this head count reduction as well as we can. I'm also convinced that our long-term plans to grow will create even more high-quality jobs in Switzerland in the future. This is why we have maintained a robust apprentice and internship programs. That means that collectively, UBS and Credit Suisse has hired over 2,300 young people last year. And I'm pleased to see that the next generation has a positive view of UBS. We are now the preferred employer of university business graduates in Switzerland. There are also other ways in which UBS and its employees substantially contribute to the places where we live and work. Last August, we announced that we will maintain all educational, sports and cultural sponsorship commitments in Switzerland undertaken by both UBS and Credit Suisse until at least the end of 2025. Examples here are the partnership with the Swiss National Football Association, Swiss Skills or the UBS Kids Cup, just to name a few. All of this is made possible by the strengths derived from an internationally competitive bank, with a diversified business model and a balance sheet that is robust and stable for all seasons. When it comes to the integration of Credit Suisse and the future of UBS, we will continue to work with highest care and prudence and ensure that UBS remains the well-managed bank that you know with a strong culture and a sustainably profitable business model. Just over a year, since my coming back, I am even more convinced that UBS and Switzerland have an opportunity here to turn a very difficult situation into something valuable and sustainable, something that our financial center and the nation as a whole will benefit from. The financial sector is an important driver and growth engines for the economy. We must do everything we can to preserve and strengthen this powerful combination for the next generation. Before closing, I would like to thank our Board of Directors, and in particular, our Chairman, Colm Kelleher; and our Vice Chairman, Lukas Gahwiler for their strong collaboration and partnership. Thank you. I would also like to thank our clients for their continued trust that they placed in us and our employees for their hard work and dedication, particularly in this challenging time over the past 18 months. And last but not least, I extend a big thank you to you, our esteemed shareholders, for your ongoing support of our ambition to remain a globally leading player. It has allowed us since 2012 to generate over USD 50 billion in capital for you, dear shareholders, nearly equal to our average market capitalization over that period, while also investing in enduring long-term growth. Our commitment is to do everything in our power to continue this journey for many years to come. Thank you.
Thomas Kelleher
executiveThank you, Sergio. I now ask Markus Baumann to provide information on the attendance.
Markus Baumann
executiveGood morning, and cordial welcome to Basel. Check-in of admission cards has produced the following results. We have 1,538 shareholders present, as well as the independent proxy you have elected. In total, they represent 1,949,666,893 votes, which corresponds to 77.99% of all shares entitled to voting. Pursuant to Article 689 of Paragraph 2, the Swiss Code of Obligations, I would like to announce the following. The independent proxy represents 1,939,988,556 votes and shareholders in the hall represent 9,678,437 votes. We are going to keep a constant tally of attendance.
Thomas Kelleher
executiveBefore we start with the discussion of the individual agenda items, I would like to inform you on behalf of Mr. Zeltner, the independent proxy, that he informed the Board of Directors last Monday, an aggregated form about the voting instructions received. This brings us the discussion of the individual agenda items. We start with agenda item 1, the approval of the UBS Group AG management report and consolidated and stand-alone financial statements for the 2023 financial year. As usual, the detailed annual report for 2023 is available on our website. The reports of the statutory auditors Ernst & Young Limited for the 2023 financial year are included in the financial information and do not contain any reservations. And we will open the discussion for agenda items 1, 2 and 3 after agenda item 3 before the vote on all 3 items together. We continue with agenda item 2, the advisory vote on the UBS Group AG compensation report for 2023. Dear shareholders, 2023 was a complicated year from a compensation point of view. We have reviewed our total reward principles and confirm that they remain fully aligned with our purpose and support our strategic objectives. In the short to medium term, they also enable UBS to drive the economic and cultural integration of Credit Suisse and the long-term value creation of the combined firm. To further support the integration of Credit Suisse into UBS, we have then applied an integrated year-end process with all employees subject to one unified system leveraging the long-standing UBS approach to performance, promotion and compensation. This is a significant milestone and has helped greatly to accelerate our cultural journey. We are convinced that our compensation framework remains best-in-class for our industry. Therefore, it remains broadly unchanged for 2023. In line with our commitment to fair pay and diversity, equity and inclusion, we take great care to support fairness across the organization. In 2023, this spent in particular, a focus on like-for-like outcomes for comparable roles and performances across the group. I will provide further comments on the compensation topics ahead of the respective agenda items, but let me address what expect already now, the CEO compensation. In this decision, the Board has recognized the excellent performance of Sergio Ermotti during a defining year in UBS's history. He arguably has the toughest job in the financial services industry globally, and he has delivered. He was instrumental in stabilizing the client franchise, in managing the risks, in bringing operational stability to Credit Suisse and, indeed, to Switzerland as a financial center. He led to closure of the transaction in a record of 3 months. He led the early repayment of the public liquidity backstop as well as the emergency liquidity assistance plus, the ELAs and a voluntary return to loss protection agreement, the LPA. This allowed both the Swiss National Bank and the Swiss Confederation to get out of the government facilities in record time, and as a side note, earning more than CHF 700 million for that support. Considering his outstanding contribution, the Board and I personally believe he deserved to be paid roughly 10% more compared to his predecessor. Furthermore, let me also be clear. We will never pay what U.S. banks pay, but the Board and I are responsible to do everything to make UBS successful. This does include the long term -- ensuring the long-term competitiveness and attractiveness including for our CEO position going forward. We continue with agenda item 3, the advisory vote on the UBS Group AG Sustainability Report. Dear shareholders, the acquisition of Credit Suisse Group created formidable challenges in the areas of sustainability and culture, including providing meaningful disclosures and targets for the combined firm. We are tackling these challenges based on our ambition to be a global leader in sustainability, supported by our strong UBS culture, which is anchored by high ethical standards and accountability with integrity. We are proud of the results achieved and is evidenced by selected facts and figures, which are displayed behind me. We remain committed to our ambition to achieve net-zero greenhouse gas emissions by 2050 with decarbonization targets for 2025, 2030 and 2035. The say-on-pay nonfinancial reporting brochure that was attached to the AGM invitation provides you with a summary of nonfinancial matters, including environmental matters, social concerns, employee-related issues, the respect for human rights and anticorruption measures. More information can be found in the UBS Group AG Sustainability Report for 2023, which can also be accessed online on our website. Dear shareholders, I now open the discussion on agenda items 1, 2 and 3. I would ask speakers if possible, to keep to a maximum speaking time of 5 minutes. Time pieces are installed to help you with that endeavor. First speaker is Vincent Kaufmann. Then the next speaker will be [indiscernible], so they can get ready, yes.
Vincent Kaufmann
attendeeDear Mr. Chairman, dear members of the board, dear shareholders, my name is Vincent Kaufmann, and I am the CEO of the Ethos Foundation, which today represent a large number of Swiss pension funds and other private shareholders. First of all, I would like to thank all the employees of UBS and Credit Suisse for the enormous effort they have put into the merger of the 2 banks. A special thought goes to those employees who have been affected by the integration of Credit Suisse. We are aware of the many difficulties involved in such an operation and of the desperate financial situation in which Credit Suisse found itself. The Board of Directors and management of UBS have succeeded in stabilizing the situation and certainly saving Credit Suisse from bankruptcy. It is, therefore, essential that the mistakes of the past are not repeated. In this context, Ethos would like to make a few remarks and ask a few questions on compensation, capital structure and sustainability. Regarding executive remuneration, it was a serious concern about the significant increase in the remuneration of the Executive Committee. Ethos is of the opinion that high potential variable remuneration can create perverse incentives. Ethos is concerned by the decision to increase the cap on the variable pay of the CEO from 5x to 7x the base salary as from 2024. The current remuneration of 14 million for 9 months already makes Mr. Ermotti, the highest paid CEO of a European bank. Ethos is also concerned about the sudden change in the valuation of the share-based remuneration. The decision to value the shares at 50% of the market value while reducing the performance condition on return on equity since very counterintuitive. As a result, the annual bonus of CHF 108 million for the management team voted under Item 9.3, does not represent the maximum amount. The maximum amount is CHF 162 million, depending on future performance. The agenda is misleading, and we ask the Board to be much more transparent next year. Mr. Chairman, my questions are as follows: Can you provide today the fair value of the shares [indiscernible] as part of the 2023 annual bonus based on the valuation model used in the past, and explain why the Board decided to change the approach compared to previous years? And can you confirm that based on the fair value of the share, the existing variable pay cap of 5x the base salary for the CEO in 2023 has not been exceeded? Dear shareholders, while we understand the complexity and the new size of the bank, we believe that the remuneration package proposed today is not in our long-term interest and the long-term interest of stakeholders. We, therefore, recommend that you reject all remuneration proposal made today. On capital and strategy. When I saw the agenda -- on the agenda request for conversion capital represent 20% of the issued capital and almost on the same day, the announcement of a 2 billion buyback program, I scratched my few remaining hair. So I'd ask you today, why -- what is the rationale for reducing core capital through a share buyback while at the same time, issuing AT1 bonds with a coupon of 9%? And has the Board considered an alternative solution of further reducing the risk-weighted asset of the investment bank, which currently still represent 20% of total risk-weighted asset, and have been the course of so many problems for Credit Suisse and also UBS in the past? Finally, I would like to mention sustainability. This year, the vote on the sustainability report is mandatory, and it is governed by Article 964 of the Swiss Code of Obligation. The law is crystal clear. The report must be approved by shareholders. We therefore disagree with the Board interpretation that the vote is advisory. As regard to the report itself, we have taken good note of the progress made this year. However, we regret that very important indicators such as a number of breaches of the code of conduct or data security breaches or gender pay GAAP ratio are not disclosed. Regarding the climate strategy. Given the higher exposure of Credit Suisse to climate sensitive sector, we expect UBS to strengthen its lending policy and introduce phaseout of high emission sectors, such as, for instance, thermal coal. Dear Mr. Chairman, is it true that UBS has decided to remove from the lending policies, the phase out of thermal coal, oil sand and Arctic drilling financing introduced by Credit Suisse in the past? And does this mean that UBS is not prepared to withdraw from these high-emission sectors as most of the European competitors have already done? Dear shareholders, Ethos believes that UBS has hold the cards to become a leading sustainable bank, creating long-term value for all the stakeholders. But however, this will require a much more reasonable remuneration policy, a further reduction of the investment bank, which has caused so many problems in the past and a much more ambitious sustainability strategy. I thank you for the attention.
Thomas Kelleher
executiveThank you here, Kaufmann. I will answer your questions individually. And then after that, we will try and bundle the answers together for the sake of efficiency. For your first question on comp, as you know, we have been transparent in the communication of the valuation and reviewed it annually. The value was determined by an independent third party in the same way as in previous years, using a well-established valuation methodology. This valuation resulted in 54%. Management rounded it to 50% to support communication and is aligned with the stretching nature of our integration targets. The payout will reflect actual performance, and I stress this may be 0 or up to 100%. We believe this instrument is in the best interest of the shareholders. As explained in our compensation report, the variable [indiscernible] refers to awarded pay and has not been exceeded. The valuation percentage reflects our best estimate of value and determines the potential number of shares to be received, which is transparent and aligned with our framework on awarded compensation. Realized pay will ultimately be determined based on the company performance and share price development. As regards to sustainability, the shift to a low carbon future is a priority for UBS. It is a key focus of our sustainability strategy, and we remain committed to supporting our clients in this transition to a low-carbon world. This remains unchanged as we continue with the integration of Credit Suisse. We have made great progress, as I said, in '23, both in terms of integration and sustainability, and we will substantially complete the sustainability integration in '24. In doing so, we also enhanced our framework. We have defined combined standards for the combined firm, aimed in particular, de-risking the joint risk profile. UBS's approach was chosen as the blue print for the combined risk appetite because of its broader scope of application across sectors and is generally stronger risk mitigates. Former Credit Suisse standards were adopted in areas where UBS did not have a large business footprint before the acquisition. Our framework includes stringent criteria on transactions relating to unconventional oil and gas and to coal. Our coal policy has been effective in restricting UBS's exposure to coal. Above all, we have also set ambitious decarbonization targets for carbon-intensive sectors to reflect the activities of the combined organization. We have an ambitious decarbonization target of 70% by 2030. In total, our decarbonization pathways now cover 81% of our total estimated financed emissions. We are proud of the progress we've made so far, and we remain committed to our ambition to achieve net-zero greenhouse gas emissions across Scope 1 and 2, and specified Scope 3 activities by 2015. Thank you. Peter, and then he'll be followed by [indiscernible].
Unknown Attendee
attendeeLadies and gentlemen, my name is [ Fritz Peter from Winkle ]. I speak for the Shareholders Association Actares, shareholders for more corporate responsibility. We are the adviser for shareholders from all over Switzerland who pursue an ethical approach. By the way, a happy coincidence, I has a number 8 here because in the Chinese culture, that is a very positive number. Mr. Chairman, ladies and gentlemen, last year, my colleague spoke in French to you here, which was certainly a nice change of pace. Unfortunately, he is indisposed today. I hope you get well soon, dear Nicola. In 2023, UBS has taken on a major task with the integration of Credit Suisse. This appears to be well on track. Of course, there are some question marks regarding the forthcoming head count reduction. Actares particularly welcomes the well to reduce excessive risks. CEO, Sergio Ermotti has been successful according to the information available so far. However -- and in spite of the positive words that we've heard before from the Chairman, the compensation of about CHF 14 million reported for 9 months of work here go well beyond the usual scope and are grossly exaggerated. CHF 14 million, yes. I seem to have misspoken in German. I was just testing your attention. No, no, I misspoke, but okay, CHF 14 million. The responsibility here is very clear. The Board of Directors has made a blatant mistake here. In view of the events of the now infamous weekend mid-March in 2023, and the strong commitment of the federal government and potentially of us taxpayers, these CHF 14 million are completely out of line. They are absolutely incomprehensible and insults to Swiss shareholders, Swiss government and our financial system. Admittedly, it is only in Switzerland that there is a public outcry. And I should also mention that this compensation is good for the state treasury and the old agent survivors insurance. Well, we have our Chairman, who today spoke of Swiss values, and we have a remuneration committee of [indiscernible] background. Well, there seems to be no ear for Swiss sensibilities, and this is obviously hardly surprising. The CEO should have given you a little hint. Moderation and some humility would have been appropriate. Actares does not take a stand on political issues. So I'll take the liberty to make a personal comment. The comparison with the unsuccessful letter issued by some former heads of government before the vote on the 13th old agent survivors insurance installment, well, it seems obvious that trust -- a lot of trust was lost there. And this makes me somewhat emotional. Ladies and gentlemen, the Board of Directors and CEO, this wrong decision is a painful reminder of past Credit Suisse since that led to a loss of reputation and in a way to a deja vu. I think and I take the liberty of saying you should be ashamed of yourselves. In the annual report available online, Mr. Ermotti has quoted as follows: One of the lessons drawn from the Credit Suisse, well, we've heard that from Mr. Chairman today, trust cannot be regulated. That's the quote. Well said, and one might say. Esteemed Mr. Ermotti, wouldn't it be much more valuable a few years from now, as double the savior of UBS to have the undivided attention and appreciation of the Swiss people instead of having just a few million more on -- in the bank account. Well, in the past weeks, a lot has been said and written. However, there's one aspect that has been missing so far. Will the public, 10 years from now, look back on this compensation decision and maybe then recognize that, that was one of many mistakes that then led to a downfall of UBS, a deja vu maybe. Actares does not expect this in a way, but however, we do demand insight and then also a course correction. Another detail. What are the top communication managers at UBS doing that they allow their company to running such a storm of negative publicity, to not say, sh*t storm. Actares assesses the current climate strategy as inadequate and rejects the Board of Directors' motion to approve the sustainability report. For instance, there's no commitment to phase out fossil fuels. And targets should be validated externally if possible and as soon as possible, especially because that would strengthen credibility and comparability. Due to the importance of the climate issues, Actares also recommends to reject the management report and opposes also the discharge of the Board of Directors and the executive -- the group executive board. It is probably a novelty that Actares has to recommend here a no vote on more than half of these proposals by the Board of Directors, including, of course, all the compensation items. Chairman, how is it possible for UBS to accept such a loss of reputation and trust with its decision on the CEO compensation? And what lessons will you draw from this? Does UBS have a specific time table to carry out this external validation of the reduction targets? And up until when will that take place? And the votes, yes, we've heard about this, Mr. Kaufmann. The sustainability report, well, that vote is merely consultative, an advisory vote. And why not binding? What are the reasons for that? Well, thank you very much in advance for your answers. And ladies and gentlemen, thank you for your attention.
Thomas Kelleher
executiveCould we have Frau Landolt to ask in her question, please? I'll come back with answers. And if Herr Haberstich could get ready thereafter, then I'll answer the questions in order.
Katrin Landolt
shareholderLadies and gentlemen, good morning. My name is Katrin. I'm from Zurich, and I have one UBS share. This does not underline my deep belief in the company, no. My bank account would have been strong enough for at least 2 shares. But first, I will have a word with the people to my left. Hello, Colm. You are a brave Irishman, and we are glad having you. Sergio, [Foreign Language] You will probably be surprised to see me here today. But of course, those are excellent news also for you. Precious time. I will come straight to the point. It's, therefore, decade's best kept secret of the UBS and other Swiss banks, too. I found out about the secret existence by chance when I was researching a previously existing account of a Holocaust victim. But I'm not the only one who knows about. Also, Federal Councilor Keller-Sutter knows the facts. I'll explain to you. During the compensation negotiations with the [ Ver Jewish ] Congress, this window was forgotten to close, what ought to happen with the countless legacies that were left behind in the Swiss banks. By the way, this speech will be shared on social media. There are thousands and thousands of items that no one should know about. I am talking about warehouses, which hide the belongings from innocent victims. Maybe you are now thinking, stop. Who cares? Who cares? The public is no longer interested in that. Move on. Don't keep thinking like this, please. I would like to express my concern here emphatically. These storehouses must no longer be denied. Let's create an exhibition that travels around the world. Telling the people's stories that catch their hearts deeply and prove that UBS is run by really good people. Colm and Sergio, I knocked on your bank door for now 29 years, and it was always slammed into my face. This has to end now. I can no longer remain silent no matter how high the pressure against me will be again. My moral obligation to the victims has always been my highest authority. There is no better song than The Long and Winding Road by The Beatles, which describes my path as it has been. Colm, Sergio, thank you. You have proven that no challenge seems too big for you. This could be a milestone in your career. You will skyrocket the UBS reputation. You will become the Saint Patricks of global banking, the 2 most famous bankers in the world. We all here in Jakobshalle know that you are not only smart, Sergio, but as well visionaries and focused on the well-being of UBS like no one else. Jump as high as you can, so you can see far and open those d*mn cellar vaults and revive past lives that have been deliberately erased. These most loved or valuable items must be brought to light, so that they can finally illuminate the world. I see many faces here that I cannot read. But I hope that you or maybe you sympathize with me. I would be grateful for. Otherwise, I wouldn't have had to get up this morning. Please follow me on my personal social media channel, Katrin [ 29 years ]. Sergio, do you have a moment for me after the general office hour? Before I talk to the press, [Foreign Language] just a brief moment because we need to talk. I will be relentless. I will not stop.
Thomas Kelleher
executiveThank you, Frau Landolt. Thank you very much.
Katrin Landolt
shareholderJust one last sentence, Colm. Okay. This day should be the day of honor for those souls who did not survive the Holocaust. I see it as my duty to bow to them, namely to all victims of war, regardless of which site. Many people are currently having bullets flying around their ears. We need more space. I was taught but now, it's important for me. I was taught to present my case here emotionless as possible, not to come across as gaga or publicity hungry. But now I realize that I can fail because I am emotional. Please excuse me. I hope you still take me seriously. Thank you very much for allowing me to speak, and all the best to you on the [Foreign Language] and I wish everyone in this room all the best. Thank you.
Thomas Kelleher
executiveThank you, Frau Landolt. Herr Haberstich, please.
Peter Haberstich
attendee[Interpreted] Dear owners of UBS, members of the Board of Directors, Mr. Ermotti, I represent the shares of Greenpeace Switzerland, and I speak on behalf of people who have made a house of cards outside. The house of cards stands for the fragile ecosystem, which our society is based on. And our prosperity is based on our legal system, everything that we are benefiting from. This ecosystem forms the basis for our livelihood, for our prosperity, and it is in danger. It is at risk. UBS for decades has been benefiting from stakes in companies that use the natural resources and exploit them for profit, that send their emissions into the atmosphere without paying for them. UBS invests in these companies. It's the owner of these companies, and we believe that ownership is a commitment. We believe the ones who benefit are accountable and responsible for the emissions created in the process. UBS wants to achieve net zero by 2050, which is to be praised. It's great. But it's not specific enough as an objective. And there is a lack of many intermediate steps to be able to assess whether UBS is going to achieve it. These objectives do not apply to all business segments from which UBS extracts profit, putting the ecosystem at risk. In the funding business, for instance, UBS has decarbonization objectives only in certain sectors. There's a lack of objectives in sectors such as agriculture or automotive, manufacturing or aluminum. And in the capital market business, we have no effective decarbonization objectives. And UBS, in such big areas, asset management, only has a medium term of only 20% of assets under management by 2030. And if UBS has announced to want to use stewardship and active ownership to make sure in the real economy to bring down emissions, it will have to apply to all assets under management. And there have to be decarbonization objectives, and they have to issue guidelines that commits companies UBS invest in to reduce their emissions so that the critical 1.5-degree threshold is not met, is not surpassed. UBS can have an impact on these companies, but it's not doing it sufficiently well. We carried out a sample. We looked into the voting behavior of UBS in companies that create major damage to our environment and to our livelihood. For instance, UBS at the ExxonMobil [ ABM ] confirmed the Chairman of the Board and thus confirmed its harmful climate strategy. With TotalEnergies, UBS confirmed an insufficient sustainability strategy, conniving it, this sustainability strategy in [ invert ] e-commerce enables the company to carry out oil drillings in protected habitats in Uganda and for the pipeline to destroy woods. Meat-producing business, JBS, one of the largest contributors to the deforestation of the Amazon region, UBS didn't even use their voting right, to our knowledge. So I would like to know from the persons responsible, from when will UBS and its lending business pursue decarbonization objectives in all sectors? From which point in time will UBS pursue decarbonization objectives in capital markets business? From when will UBS expose all assets it invest in to decarbonization objectives? From which moment will UBS no longer finance coal energy? And from which moment will UBS publish a stewardship policy and pursue and implement it that makes it clear to companies it benefits from and that commits those companies to lower their emissions to such an extent that we can achieve the one degree aim? There's no other way for UBS to achieve its objectives and to live up to its responsibility. I would like to ask you to turn down the inefficient sustainability report, and I'm looking forward to receiving answers from the Chairman. Thank you very much.
Thomas Kelleher
executiveThank you very much. A few questions to go through there. Going back to Actares. Clearly, whilst I recognize the emotion and the charges of our speaker, I disagree with those charges. We are a global firm. I believe that the Board has -- the directors has recognized Sergio Ermotti's excellent performance in a defining year and a strong progress in delivering on integration priorities. He was instrumental in quickly stabilizing the client franchise, managing risk and bringing operational stability to Credit Suisse. We achieved underlying profitability, which was not expected following the closing of the acquisition. I think that compensation reflects the achievements results of Sergio Ermotti in 2023 on our status as a Swiss global leading institution. We will continuously engage with shareholders on matters such as compensation and maintain our pay-for-performance philosophy. And we will understand the objections that arise around compensation framework. As regards his questions on sustainability, as we state in our sustainability report, our current targets are science based. For that, we have utilized a number of science-based trajectories. These include, at times, guidance from the Science Based Targets initiative or the SBTi. We consider it, however, premature to commit to this, given SBTi guidance for financial services, as some of you know, is going through a comprehensive revision. We will continue to assess evolving options for target validation and assurance and improvement. Additionally, a substantial number of metrics have gone through an assurance process and have been either assured on a limited or reasonable basis. On the approval of the sustainability report, the Swiss law does not specify the actual requirement. Please also note that the sustainability report is part of UBS's overall strategy and is, therefore, one of the nontransferable tasks of the Board of Directors and accordingly lies within its approval authority. Key for us is the feedback we receive from our investors on our sustainability activities via the vote. That is why, in fact, we already table voluntary a voting on nonfinancial reporting for a number of years. Fraulein, we hear what you say. Your speech was very eloquent. We take it very seriously and have engaged and will engage further. And as regards to our Greenpeace speaker, as I exercised before and I'm doing a little bit of repetition here, we are convinced that we have set ambitious decarbonization targets for carbon-intensive sectors, including not just fossil fuels but also key sectors such as power generation and real estate. These reflect the profile of the combined firm and evolving regulatory and data standards. On facilitated emissions, we are proud to have disclosed for the first time for those sectors where data and methodology are available. Fundamentally, we will continue to regularly review our policies and processes as methodologies and market practice and standards evolve. This also includes our aspirations and targets. And again, to restate to our questioner, we want to be a leader in that space. On our asset management, let me highlight that it has a dedicated climate engagement program in place. It is to do so for 5 years to address climate-related risks with measurable progress and track. We are proud of what has already been achieved in this area as set out in our report, and again, more broadly across our sustainability activities. With that, could I now ask the following speakers in order to come up, please? Frau Dacanay, Frau Shields and Herr Katz. First of all, Frau Dacanay, please. I hope I got that right.
Angelica Dacanay
attendeeGood day. My name is Angelica Dacanay from the Philippines. UBS is one of the largest financiers and investor of San Miguel Corporation, which is the largest developer of fossil gas in the Philippines. San Miguel's proposals of fire gas power plants in the Philippines have sparked widespread opposition because they do not want gas and we want renewable energy. Local communities have fiercely resisted the project, leading San Miguel to withdraw environmental compliance certificates and applications. However, San Miguel is forging ahead with construction of fossil gas power plant along the Verde Island Passage, which is the center of the center of marine shore-fish biodiversity in the world. This project is destroying delicate ecosystems and livelihoods of countless Filipinos that depend on it. With UBS investments in San Miguel, UBS is also responsible for the destruction of the Verde Island Passage. I want to ask you what steps are UBS taking to assess environmental and social risks associated with financings San Miguel's project. When will UBS divest from San Miguel because of the harm it poses to the Verde Island Passage and to the communities? Thank you.
Thomas Kelleher
executiveFrau Shields?
Kelly Shields
attendeeHello to the Board and to shareholders. My name is Kelly, and I'm asking this question on behalf of ShareAction, a responsible investment NGO. We welcome the publication of UBS's sustainability report and the Climate and Nature Report, which provides the first comprehensive update on its sustainability strategy since completing the acquisition of Credit Suisse. Overall, we assess that UBS's climate strategy remains broadly unchanged, and the bank has only taken limited steps to address previous weaknesses. We also acknowledge the significant undertaking of integrating Credit Suisse, a globally systemically important bank, and appreciate there is more work to do on your sustainability strategy going forward. And we do trust that you are committed to do this. Therefore, we want to outline 4 priority areas where ShareAction would like to see progress ahead of your next AGM. Firstly, it is positive that UBS has started to report on its facilitated emissions. You've spoken a lot about your financed emissions, but facilitated emissions are also incredibly important. However, because your facilitated emissions are reported as a single aggregate figure covering multiple sectors and only reflect 33% of UBS's capital markets activity, it does not give enough transparency to shareholders of UBS's true climate impact. Therefore, we ask that the bank will provide a sectoral breakdown of its facilitated emissions and set sectoral facilitated emissions targets using 100% weighting. Secondly, UBS has retired Credit Suisse's sustainable finance target and framework but has not set one for the combined entity. With a short-dated target to underwrite 100 GSSS bonds in 2024, UBS is now lagging European leading practice in this area. We encourage the bank to set an ambitious green finance target and also publish a methodology for how it has quantified this target. Thirdly, we think that UBS needs to take immediate action on coal. The bank's thermal coal policy was already one of the weakest in Europe, and it has now dropped important commitments that Credit Suisse had made. Although UBS and Credit Suisse combined financing of coal power and mining has fallen significantly in recent years, the combined entity would still have been Europe's second largest financier of coal mining and the largest financier of thermal coal power in 2022. We urge UBS to implement financing restrictions for coal expansion and set a phaseout date for the sector in line with peers. Finally, many of UBS's peers are tightening their oil and gas policies, and UBS is falling behind. The bank's latest disclosures provide little clarity on how the bank intends to address oil and gas expansion and assess its client transition plans. The acquisition of Credit Suisse adds significant fossil fuel financing to the portfolio as well as unconventional and high-risk oil and gas financing. Notably, Credit Suisse was the second-largest European financier of fracking, which is known to cause increased environmental and social risks. UBS said it has moved certain parts of Credit Suisse's portfolio to the noncore and legacy division but has failed to clarify how it intends to address any remaining exposure. We ask that UBS urgently updates its oil and gas policy, ensuring that it restricts finance to fracking projects as well as companies significantly exposed to these activities. We think that these areas will also be of key importance to your shareholders to allow them to trust that the significant fossil fuel business brought over from Credit Suisse will be handled appropriately and to ensure that UBS is on track to meet its net zero commitment and also play its role in financing the transition. So my question for you is, will UBS commit to update its policies and targets related to the 4 areas I have discussed ahead of its 2025 AGM? Thank you.
Thomas Kelleher
executiveThank you very much. Herr Katz, please. Herr Katz?
Marcus Katz
attendeeDear Mr. Ermotti, dear Board and dear shareholders, my name is Marcus Katz. And I've been absolutely fascinated and obsessed with the ocean ever since I've been born. I'm a marine biologist and a dive master. And today, I'm here to represent the Geneva Ocean Academy, where I'm Head of Marine Biology. We are an association focusing on educating the Swiss public on marine ecosystems but mostly, the threats our oceans face. In my work, I get to witness the incredible fascination Swiss people have for the ocean despite living in a landlocked country. The truth is we depend on the ocean much more than we might think. This is why I was shocked to find out how largely UBS is supporting fossil fuel companies that are destroying exactly this, the health of our oceans. The ocean isn't only a beautiful getaway for the weekend. It stabilizes and regulates our global climates with its ancient and primordial currents. It redistributes heat across our whole planet and decreases thermic differentials worldwide. Marine primary producers such as sea grass, corals and algae produce over half of the oxygen we breathe and absorb about 1/4 of all the carbon we emit. The oceans are truly the life support system of the Earth. And UBS is putting these vital services at risk. The bank is one of the largest financiers and investors in companies like Shell, BP, the Filipino company, San Miguel, and the Australian company, Woodside, just to name a few. All of these companies have massive gas expansion plans along the coast that are directly endangering ocean integrity. These companies are also emitting colossal amounts of carbon into the atmosphere. This presents an existential threat to coral reefs more than any other ecosystem. Their abundance has already halved in the past 70 years. And as we speak, the largest mass bleaching event ever recorded is taking place. All over the world, corals are losing their colors, turning white, and eventually starving to death. This is a direct consequence of carbon emissions. Heat waves are getting longer, more frequent and more intense, killing coral reefs. Additionally, oceans absorb the excess carbon in our atmosphere, making them more acidic. This makes corals more brittle and more sensitive. With its support to fossil fuel companies, UBS is directly contributing to the worsening state of our oceans and dooming coral reefs. I have no words. No words to describe the incredible beauty of coral reefs, incredible art pieces which have taken hundreds of thousands of years to complete. Truly, nature's Van Gogh paintings. Their beauty, however, is nothing in comparison to their key importance to marine life and marine biodiversity. Corals support over 1/4 of marine species, although they cover less than 1% of the sea floor. Dolphins, whales, turtles, sharks and many other fascinating species rely on coral reefs. Areas like the Verde Island Passage in the Philippines are a perfect example of that, harboring the highest diversity of fish species and supplying millions of people with food and income. When harming coral reefs, we are hurting the global ecosystems of our oceans. We are harming coastal communities that directly rely on coral reefs. And ultimately, we all rely on a healthy ocean, however disconnected we might think we are. Mr. Ermotti, from 2020 to 2022, UBS has channeled USD 9.5 billion into fossil fuel companies, companies that are destroying the very basis of our existence. And this doesn't include Credit Suisse's support for fossil fuel companies. This doesn't seem to align with Swiss values, does it? I'm a diver and a marine biologist. I am witnessing the worsening states of coral reefs and oceans. And today, I'm partly ashamed to be a Swiss citizen. I have 2 questions for you. First of all, while they aren't strong enough, UBS had at least some exclusion criteria for key biodiversity areas. I wonder though, why did these criteria only cover terrestrial biodiversity and not marine biodiversity? When will you finally take the long overdue step to include our oceans in your biodiversity policy? Thank you.
Thomas Kelleher
executiveThank you. Frau Dacanay, let me assure you that UBS applies a stringent sustainability and climate risk policy framework to identify and manage potential adverse impacts on the climate, environment and human rights. Obviously, we don't comment on individual client relationships, but this is core to our philosophy and our strategy. I understand that you have a meeting tomorrow with our dedicated experts in this matter. That shows that we take this seriously. Hopefully, we can satisfy some of your questions then, and this helps to inform our internal discussions. Frau Shields, thank you about your observations about our plans and your appreciation of some of our sustainability report. I've already addressed a number of these key points. What I did say or what we can say is that we've noted in our sustainability report is that we're currently reassessing some of our prior aspirations in light of the integration. Well, we've already made great strides in 2023 based on our strong sustainability strategy. And as you also identify, we have put a significant amount of this business into our noncore unit, where it is being decommissioned. So we, therefore, politely disagree with your negative assessment of such areas as our standards, targets and activities on fossil fuels. We will continue to enhance our sustainability and climate risk policy framework, and the sort of suggestions you'll give us are very important for us to incorporate. We do, we believe, have ambitious decarbonization lending targets. Some of those do not align in some of the positions we took over at Credit Suisse, as I said. It did not align with our approach and are being decommissioned. For us, the transition is key. And finally, for the last speaker, Herr Katz, we do take the topic of nature seriously, which is why, for instance, we have become an early adopter of the key financial disclosure frameworks on nature. For our financing clients, we include nature considerations alongside other topics as part of our ambition to be a sustainable finance partner of choice. Or take our UBS Optimus network of foundations. It has been exploring the use of blended finance structures to mobilize capital for nature, including on supporting marine protected area governance and sustainable fisheries and ecotourism. On our sustainability and climate risk standards, we disagree with you in that marine biodiversity, including oceans, is fully covered by these. To provide you with examples, we have standards on World Heritage sites as classified by the UNESCO, which includes ocean ecosystems like the Great Barrier Reef. We also have standards on deep sea mining and also endangered species. All are relevant to the important area of marine biodiversity. Thank you. With that, can we go to the next set of questions, please, which will be Frau Moser-Harder, Herr Fischer and Frau Frühwald.
Brigitta Moser-Harder
attendee[Interpreted] Esteemed shareholders, my name is Brigitta Moser-Harder. In our worlds, money rules and not ethics. That's what Oswald Grübel once said. He used to be CEO at Credit Suisse and UBS at the time. And this statement on the 57-page compensation report that foresees millions in bonuses, well, it couldn't be any more apt. The rules that were defined by Federal -- the Federal Council and FINMA still have gaps in terms of compensation. It is absolutely necessary that bonuses have a maximum limit as was already done in 2014 at European level, EU level. And the bonus may only be as high as the fixed salary or twice that, if the shareholders agree. So far, we've had the 5x, fivefold or sevenfold even, in terms of compensation and the bonus. Mr. Ermotti, CEO, has received or will receive for 9 months, CHF 14.4 million, containing a mega bonus of CHF 12.3 million, so 6x his fixed salary. Of course, managers should be properly compensated. However, to have these incredibly high salaries, millions and millions, well, that has turned out to be a disaster. It was precisely these highly paid people in 2008 that have led to the bankruptcy at UBS, now with Credit Suisse. And at the time, it was avoided to really implement these rules defined for top management. And I think these bonuses must be repaid. This regulation must be more strict and applied more strictly. These exorbitant compensations are also an insult to thousands that have lost their jobs after a bank merger. And ever since UBS in the year 2000 bought U.S. broker PaineWebber, well, they're -- apparently, the goal is to achieve these obscene amounts of American banks. And that is why the Compensation Committee should not be taking that as an example but more -- be more oriented towards the European banking salaries. Compared overall, Mr. Ermotti receives a salary of USD 15.9 million, which is still the highest salary in Europe. And we see the largest bank of Europe, the HSBC, has a balance sheet that's twice the size of UBS, and it's number one. And their CEO receives USD 13.5 million, so USD 2.4 million less than Mr. Ermotti. And the example from the U.S., we see that with a comparable balance sheet as UBS, the CEO of the American Bank Morgan Stanley receives USD 37 million, so USD 21.1 million more than Mr. Ermotti, which is incredible and is just absolutely utmost wrong. And apparently, one is trying to copy the American example. However, we see that in the year 2000, that UBS wanted to be #1 with their investment banks in the U.S. But that was a miserable fail and the bank had to be saved by the government. And if UBS now again would go bankrupt, the Swiss government alone couldn't save it anymore because with the acquisition of UBS -- I'm sorry, of Credit Suisse, UBS has turned into a mega bank with a balance sheet that is twice the size of the Swiss gross domestic product. To shareholders, dear shareholders, I recommend to reject all items on the agenda that regard compensation and also reject the reelection of the Compensation Committee. Thank you very much. But just one more thing, one question. Was the emergency merger that was announced on March 19, 2023, not something that was already decided in '22 because FINMA missed the window to intervene to save Credit Suisse from their demise? Thank you very much.
Thomas Kelleher
executiveHerr Fischer?
Roman Fischer
shareholder[Interpreted] Dear shareholders, my name is Roman Fischer. I'm from Central Switzerland. I have a number of UBS shares but have never bought any. I was one of the victims of the Credit Suisse takeover and lost about 80% of my investment overnight. The financial sector in Switzerland is important. But it's not as rosy in reality as it is being portrayed by the Board of Directors. So let me say a few words from a point of view of a small shareholder. A few days ago, it was announced that the Parliamentary Inquiry Commission is subject to a 50-year secrecy, which I think is absolutely unworthy in a democracy. The last secrecy agreement that I can think of is the one when John F. Kennedy died. The records were opened a number of years ago, a lot of it was blackened, and I would recommend to the Board of Directors to do without this secrecy. And as far as the Credit Suisse takeover is concerned, UBS is making huge profit, 5 or 7x more reported than a number of years ago. And this is due to the fact that the bondholders and shareholders of Credit Suisse were robbed of 50 million to 100 million [Foreign Language] It's calculated 51 million of the book profit in the first year, and they pressed it down. Well, Mr. Ermotti, as you know, is making CHF 14 million, the speaker says, for 9 months work, CHF 14 million. I've made the same mistake as one of the previous speakers, but he's probably forced to be the bad man this day because that was well-known when he got out of bed this morning. And I'm not asking as to whether anyone wants to give a franc back. Alex (sic) [ Axel ] Lehmann at the Annual General Meeting of Credit Suisse was also asked about claw-backs. And well, in his position, people believe that they are worth more and that the final franc that they got is mine and was deserved, well-deserved. The takeover of Credit Suisse, in my eyes, was a scandal. The U.S. and the U.K. made phone calls with our Minister, Mrs. Keller-Sutter, and they were really painting a very gloomy picture which impressed this young and fresh government minister. Janet Yellen, the Finance Minister of the United States, had up until recently been the boss of the Federal Reserve and have a say in that matter. She could be the [ arm ] to all of us. Now whether the global financial system would have collapsed otherwise, I would doubt very much. Two weeks later, after the takeover of Credit Suisse had been resolved on or announced, Janet Yellen had to announce that the U.S. was bankrupt again and had to raise the debt ceiling, which didn't cause a great deal of harm to the world economy. So I think it was all a choreographed thing, orchestrated thing against Switzerland, to halve the financial center. So the question only was which one is going to be the victim? Credit Suisse or UBS? Maybe Credit Suisse was closer to the United States of America. Now today, everyone's calling for more regulation. But what's the point of regulation? I'm actually an enemy of regulation because when you're in a crisis, suddenly everyone would resort to emergency law and forget about regulation anyway. The next financial scandal will be certainly be there. One day, earlier on, perpetrators were quartered. That will perhaps be a way for UBS to overcome the next financial crisis to -- I'm talking about quartering all the business areas. If you don't do that, you have to find out which ones you sell. But if you don't do it, the next financial scandal will catch up with you. There are always states who introduce measures. We heard today that TikTok within a year has to be sold. This is intervention into commercial freedom. Well, I expect that you would make sure that the Federal inquiry -- the secrecy agreement regarding the Federal Inquiry Commission does not apply. This concludes my statement.
Thomas Kelleher
executiveThank you, Frau Frühwald please. Thank you, sir.
Johanna Frühwald
attendee[Interpreted] Mr. Ermotti, Board of Directors, esteemed shareholders, my name is Johanna Frühwald. I today speak on behalf of the human rights organization, [ WorkAbout ]. It is the year 2024, the decisive decade when it comes to the climate crisis. And just a quick reality check for all of those who do not, on a regular basis, read up on climate reports. Currently, globally speaking, we are on a path that the -- that science calls the worst-case scenario. We now see all around the world climate disasters of unprecedented scale. Every week, we see records in terms of heat, temperatures. And each month, we see that there is a list of like record figures in terms of temperature. The climate crisis is here, and you and I and well, we all in this space, will have to live with this. But what can the UBS do? Well, banks are -- well, not the climate police. And from what I heard today, apparently, they just refuse to acknowledge reality. They are a machine that's actively destroying the climate. The UBS is one of the largest financiers of fossil fuel corporations in Europe. Ever since I've been 17 years old, the UBS has invested a total of USD 45 billion in fossil fuel, USD 45 billion. Ever since the signing of the Paris Agreement that is -- and even though Paris Agreement is not just a contract, an agreement, an international one, however, it is also a promise to the future generations. And apparently, the UBS does not care about that and just doesn't take care of the rights and the future of the youth. And if we look at the investment portfolio of UBS investing in the climate crisis, as we can see, well, it's a business case here, basically, because if we look at that list, it's a who's who of the most -- the dirtiest corporations in the world. Top one on the list, ExxonMobil. So far, we see that ever since the '70s, these companies contributed to the greenhouse gas effect and is also a bit fostering misinformation. On rank 3, we find Shell, a fossil fuel corporation that is -- or has been actually, by a court, taken or held responsible to do more for climate protection. And rank 5, TotalEnergies, a corporation that really has made the headlines with climate killer projects in East Africa Crude Oil Pipeline with that pipeline. And well, 100,000 people have been displaced because of that. But to be very honest, well, what should UBS do if that is not enough to -- there are not enough incentives to decarbonize? Well, to take your words, Mr. Ermotti, what -- is there enough incentive? What do you offer as incentive to keep the planet intact? To keep up the foundation for all people to be able to live? UBS says they support climate neutrality 2025. At the same time, UBS, with its money invested in fossil fuels, makes it very clear that this cannot be reached, this goal. And actually, it would be very easy to be part of the solution and not be part of the problem. So my question is, do you agree with the International Energy Agency that to reach the climate neutrality in 2050, there should -- must not be any new oil and natural gas plants? Should be no more of that, no developments in that sense, to be able to reach those goals? And will you withdraw from that business? Thank you.
Thomas Kelleher
executiveThank you very much. Going through the answers. Frau Moser-Harder, I welcome your exposition of the global competitive pressures. You yourself show how much more bankers are paid in the United States than in Switzerland. Switzerland is not in isolation. We are part of a global financial ecosystem. I think we play fairly as a global brand. The Board has supported its payment of Herr Ermotti for what he has done. And I think it's fair to say that there is a huge disparity in that, but we stand by our issue. Secondly, I take issue with you on the potential collapse of UBS. I said in my speech that UBS has an effective resolution mechanism, and we'll continue to strengthen that. And thirdly, I do think we understand our obligations to all our stakeholders, including on the issue of compensation. As regards what happened in 2022, I cannot speak for what happened in those years or why the regulators and policymakers made the decisions we did. We cannot speak for FINMA. What we can say is that UBS with the partnership of the Swiss National Bank and the Swiss government and the Swiss regulator came to a very effective rescue of what was truly, and this is for Herr Fischer's benefit, a crisis that was global. Now Herr Fischer, I don't want to get into details with you. But let me just explain to you, Credit Suisse is structurally loss-making. Credit Suisse was bust, so I don't understand what the proposals are that you were suggesting we would have done otherwise than step in and effectively resolve Credit Suisse and stabilize the situation. As you know, the Parliamentary Commission will present its inquiry report at the end of 2024. That report will focus on the role of the authorities and the institutional issues relating to the responsibilities and processes. UBS supports the PUK's investigation and will investigate how the government, Swiss Central Bank and the financial market regulator acted in the run-up to the emergency rescue. The secrecy obligations are applied by authorities. They are not applied by UBS. We will be as open as we possibly can be since we have no interest in hiding any other facts. We are not in a position to comment beyond this, and we will review the report once publicly available. And finally, Frau Frühwald, our ambition is to achieve net zero greenhouse gas emissions across our Scope 1, 2 and specified Scope 3 activities with the targets we've given for the relevant dates. Our decarbonization targets do use the latest science-based pathways available to us. It reflects evolving industry standards and regulatory requirements as net zero target-setting methodologies for many sectors are still being developed. Fundamentally, the decarbonization of the global economy, emission reductions by clients, and the realization of our own targets and ambitions all depend on a variety of factors. Some of which are beyond our direct influence. It will require governments, regulators and all industries and consumers to move in the right same direction. We firmly see our bank as part of that solution by supporting our clients in what is a transition. Thank you. With that, can we go to our next 3 questioners, please? Herr Röthlisberger and Herr Albrecht. Herr Röthlis, please.
Guido Röthlisberger
attendee[Interpreted] Good afternoon, everyone. I think we're all on a level footing, and I wouldn't welcome anyone in particular. It's already a little bit of a chaos here. First of all, I would like to say a big thank you to all Credit Suisse investors. Without the investors in Credit Suisse, UBS wouldn't have achieved what it wants to present today. But me being a Swiss and investor in Credit Suisse, of course, feel a little defrauded. I think I've been cheated. I've been fooled. Well, I think these investors would deserve an out-of-court settlement compensation, and I invite you to take care of that as rapidly as possible and to pay due compensation to these investors because it's clear to everyone, to everyone who has the slightest understanding of how to manage money, it's clear how many billions UBS has cashed in by this emergency decision. Now this emergency decision, of course, cannot be canceled anymore. We cannot go back. But in my opinion, this emergency decision and everything that followed it was a mistake. UBS, thank you. Sergio Ermotti, you're doing a good job. But we mustn't forget, there would have been other solutions. And since there was only a bottleneck Credit Suisse was faced with, it would have been an easy job to recover it within 3 months. Well, I have a specific question for the auditors. What was the cost in 2023 for the litigations with old Credit Suisse investors? And what's the amount in Swiss francs or U.S. dollars, after all, we can do our maths, reported as liabilities in 2024? Well, I'll be coming back later on. I don't want to waste too much time. Thank you for, I hope, what's going to be an honest answer.
Thomas Kelleher
executiveI'm assuming this is Herr Rötters now, yes? Thank you.
Sebastian Rötters
shareholder[Interpreted] I'm the real Mr. Rötters. Members of the Board of Directors and the Executive Board, dear shareholders, I'm Sebastian Rötters of the human rights organization, Urgewald. And I'm speaking on behalf of an association of critical-minded shareholders. Some of the matters have already been addressed. I want to be more specific in my questions and hope that we are getting specific answers. I find it astonishing, particularly here in Switzerland, [ you versus embedded ] in Switzerland. And after all, we can clearly see in Switzerland how the climate crisis progresses. Look at the glaciers that are receding at high speed. And UBS is proud of net zero by 2050. I've been at many AGMs. And I've heard net zero, 2050, we're going to make it, especially from energy companies. That's 26 years from now. Imagine that. I don't know how many of us, including myself, will live to experience it 26 years from now. That's unspecific. And then reference to SBTi, Science Based Targets initiative. That's nonspecific. Well, within a few years, we would like to reduce emissions to such and such extent. This is not concrete measures. What UBS ought to do is to give a specific timetable and specific measures. At the same time, I'm getting the feeling that you're turning back some clocks. We had the example of Credit Suisse and the differences in policies. If I rightly interpret certain media coverage, UBS wants to not define an exit date for the funding of coal, which Credit Suisse have done before. They said by the end of 2030, we are going to exit and they had an intermediate -- a milestone goal of 2025. If I'm wrong, I stand to -- I'd be interested to hear your specific answer of when you're going to exit from coal -- funding coal. Well, someone referred to climate police. There was this Bloomberg article quoting Mr. Ermotti saying that we cannot have any climate police force. Of course, policy -- the politicians take priority there. But UBS, as a matter of fact, is one of the systemically relevant banks with a plethora -- a great deal of power that many states don't even have. So shifting responsibility to the politicians doesn't seem to be appropriate to me. We see many European financial institutions that there are much more progressive at policies of oil and gas, not only in Europe. Look at Unibanco from Brazil. They're much further than UBS, and I think UBS ought to have a different claim there. However, at the moment, and the previous speakers mentioned that or alluded to it, UBS seems to be a long way from being a climate police. It keeps financing criminals in this field like ExxonMobil, Chevron. And we saw it in your sustainability report, and you mentioned it. I don't know whether on several occasions, but it's -- you're saying it's important for you to support clients in the transition. And I would really like to know what kind of support that is in the case of the companies mentioned before. I cannot really see a transformation that will be compatible with the Paris Agreement and would like to know what UBS demands from its clients, the clients they are investing in. Currently, in these companies, I'm seeing a move back to the currently profitable oil and gas business. The question is what UBS's take is on it. Or maybe, you can give me a specific answer to the question. These companies, these lendings are part of the 54% of the lending commitment in the fossil sector that you want to phase out. Perhaps, these companies go into that segment, and it would be good for shareholders to be told specifically. Let me briefly get back to the concept of coal. According to our information, UBS is still a part of or its portfolio still includes the largest coal mining business in the world. I don't know who in the world knows them. We don't have to travel too far. Here in Switzerland, in Zug, Glencore has its headquarters. That's the largest coal mining company -- privately owned coal mining company. And UBS, I think, has been in business with Glencore for a long time. And the reasons not to invest or lend to Glencore are many. You know the number of corruption cases that Glencore is fighting the -- well, I'll have a question. I would just like to put everything into the context, and then I would put a question. The rights of indigenous peoples in Colombia and Peru are disregarded and there is planned expansion of various coal mining operations in Australia by Glencore. And should the tech resources takeover come about the biggest -- by far, biggest coal mining company in the world privately owned would be generated. Now Glencore, if I read your policy properly, is still investable. You can still lend to Glencore because given its total size, it's not exposed to your coal policy. And that says companies with more than 20% of their revenues generating in the field. Coal can no longer be funded. But Glencore is not part of that because they do so many other things. Is that the case? Is UBS still in business with Glencore? Are you still willing to lend to Glencore? I would like to know from you.
Thomas Kelleher
executiveThank you. Can we have the next [indiscernible].
Unknown Attendee
attendee[Interpreted] You wanted questions. Can I ask my questions?
Thomas Kelleher
executiveI certainly want questions but we did have a 5-minute time line. You've taken 8 already.
Unknown Attendee
attendee[Interpreted] I would simply like to ask questions. I think others have spoken for longer than 5 minutes. I would like to know from you whether you're ready to change your -- update your coal policy that expansion of current coal mining businesses excluded. And when will you lower the 20% threshold to make your portfolio compatible with the Paris Agreement. Thank you very much, Mr. Kelleher for your patience.
Unknown Attendee
attendee[Interpreted] Ladies and gentlemen, around more than 1 year ago. Credit Suisse was sold off to UBS. The last Annual General Meeting of Credit Suisse referred to the excessive compensation without success. The excesses go on and in March 2023, Credit Suisse as a result of mismanagement excessive compensation was driven into bankruptcy. And the bank was saved by giving away Credit Suisse shares to UBS. The shares were taken over under the blessing of Karin Keller-Sutter, who referred to this as being capitalism. And I only know that from the socialist system. Now is this government ministering the wrong party, a member of the wrong party. What will FINMA do if UBS is going to go down the drain? The bank had to be rescued once before. If you believe -- anyone who believes that lessons are being learned is on the wrong track. Compensation is going back up again. And the example of Mr. Ermotti compensation is the case in point. He cashes in more than CHF 20 million per annum. If you bear in mind that the median salary in Switzerland is CHF 6,788 per month. Mr. Ermotti is getting CHF 54,795 per day, 8x as much per day as the average Swiss person earns a month. Now no one can deserve that but only be given with the blessing of the Board of Directors. If you think that the maximum compensation in the Executive Board is CHF 141,268,300, then the mismanagement has reached another climate -- climax. And no wonder that the Board of Directors is helping themselves to the financial part. They're receiving CHF 16.5 million. The Chairman of the Board receives CHF 5.5 million of that. I do not follow, I cannot understand that. The Board of Directors has not lived up to its responsibilities. It would have been their duty to reject the wildly excessive bonuses and compensation. In Germany, this body is called Supervisory Board rather than Board of Directors. The example of Credit Suisse has clearly shown that excessive compensation does not improve quality. Otherwise, the bank was still being dependent making profit today. What concerns me is that we customers of Credit Suisse have still not been informed about what's happening to the relationship managers and what the new fee structure will be. The only information I have received is a new e-mail address. At the Credit Suisse AGM, I said that those who do not want to be clients with UBS, they can leave the bank without paying anything, and I made a proposal for a resolution of my relationship. I had to check back several times to get an unsatisfactory answer, which was that the current agreement was retained. Hardly -- I can hardly build up any trust in UBS because the management of this company is greedy and it's not composed of bankers to take their client seriously. I recommend to say no to the compensation report to say no to discharge to the Executive Board and the Board of Directors and to reject all the elections. This Board of Directors who has not lived up to their responsibilities does not deserve your vote. And I would like to call upon you, Mr. Ermotti to terminate all contracts with me that I have with Credit Suisse without any charges and I will give you my IBAN numbers to resolve those accounts. And I'll be ready as a result of that to sell my UBS shares. For the reasons I outlined here I can no longer trust your bank. My address and the IBAN numbers I've announced to the speakers desk. This closes my remarks.
Thomas Kelleher
executiveThank you very much sir. Röthlisberger, a quick comment. If there were other solutions to the UBS acquisition of Credit Suisse, this will come out in the Parliamentary Commission. We seriously doubt that is the case. As I've said before, Credit Suisse was at a structurally loss-making, a nonviable position, and we should be grateful that there was a Swiss solution involving UBS for that solution. As regards to the auditors, I think that will be taken up separately in terms of disclosure to you. I'm sure they will disclose that. Here [ Albrecht ] you clearly are entitled to your opinion, and we respect those opinions. And here, Rötters, I can't really add much to what I said. I can't comment on individual clients. What I can say is I do genuinely believe that UBS has enhanced its policy framework post Credit Suisse. And I also think Swift soundbites do not help us in what is a strong transition to a better world for decarbonization. The one last point I'd like to make to you so and I'm sorry if I cut you short but we are somewhat short of time is that here Ermotti was misquoted on the issue of climate police. What he said quite rightly, as you referred to, is that it is the remit of policymakers and politicians to dictate strategy. It is for us to represent our stakeholders and reflect those opinions back and try and do the right things ethically. With that, can we go to the next questions, please, [indiscernible].
Unknown Attendee
attendee[Interpreted] Distinguished Chairman, members of the Board of Directors, Mr. Ermotti, esteemed shareholders. I would like to talk about the compensation report. Mr. Kelleher, you, without a doubt, have made a good choice when you got Mr. Ermotti back to UBS and gave him the complex task to make Credit Suisse compatible to be -- for it to be possible to be integrated into UBS and its strategy. Mr. Ermotti, without a doubt, you are highly competent. You have the necessary experience and motivation to take on this very difficult task and to be successful. However, do you really need a yearly salary in the 2 figures and the millions to do that, I seriously doubt that. And another thing, Mr. Ermotti you are Swiss and have a history of decades of being here in Switzerland. You have a great network and I think you can gauge quite well what political damage, excessive bonuses can do in Switzerland. Unfortunately, the compensation report is leading us in the wrong direction. Mr. Kelleher, Mr. Ermotti, I would like to ask of you, when it comes to these excessive compensations, please do something brief. Thank you. Thank you for your attention.
Unknown Attendee
attendee[Interpreted] My name is Daniel Turn here. I'm from the Eastern part of Switzerland. I like coming to Basel. And my English isn't the best, only gone to high school and 25 years ago, English was elective, French was mandatory. And of course, the grades I took people didn't value education that much. Actually I didn't. I preferred playing football, soccer, and also like the [indiscernible] Gallen, of course, our soccer club. And while at the time, our sports teacher, PE teacher was an English teacher, but maybe he wasn't either. Well, in the end, I basically dove in head first. I took about step and after an apprenticeship, after having collected some money -- well, I'll get there, I'll get there. I went to Vancouver for 3 months to learn English. And I think it's an easy solution to just let people go. That seems to be the path of least resistance, just like water that just takes the path of least resistance. And you're doing the same thing. It's just the easiest thing to do, just letting people go. I'm asking you, be more creative. There is a Mexican billionaire who said there is enough work if only everyone just worked 80% FTE, for 80% of the salary, then everyone would have work. And during the pandemic, during COVID, people had to banned together and the people from the soccer clubs on Gallen, they definitely banned together and they went -- did groceries for the elderly because that was a dangerous thing at the time for the people -- these people. Am I already over. A lot of time, well, I have a little bit left. Okay. I just recently was in Vevey at the Charlie Chaplin Newseum. He had 8 children and had to feed them all. And I'm sure he didn't get a salary of CHF 16 million. And you, Mr. Ermotti, you need that much money to really Megan's meet and to feed your son. Well, yes, that's it for me. Thank you. Bye.
Thomas Kelleher
executive[indiscernible], please, then we'll answer the questions. Thank you.
Unknown Attendee
attendee[Interpreted] I hope we can manage to hold ourselves together until we get to the snacks and refreshments. Well, I actually wrote a new song. And I think, well, many people will partially criticize to point out a social problem. But well, here it is, the interpret will intend to lose translation. Public space, we must there creating humanity, mutual care, limit private ownership might when they seize our fundamental rights. The security personnel is distraught and the police they have been bought. We, as people are the biggest plus. We won't let them take the world from us. Profit must be submissive. Otherwise, it will be excessive. Public space. And I'd like to quote here because I know my singing talent isn't that much. But well, free access to temples of consumption instead of granting us as an aberration, humanity means meeting each other more moving freely along the Lake Shore public space. That's why we demand equal rights for fair participation are these sites. Because those who exclude people like me do not exactly radiate decency. Further rich to understand all that we have in hand, should all our claims paid, their entitlement will be made. Well, I've made some requests, everything was rejected. I asked at UBS, what's the situation with the [indiscernible], who's the owner? It seems hide and seek. I wrote a letter. I didn't get an answer. I had some criticism. While there is a company that owns [indiscernible], it's the STW [indiscernible], whatever that is, and then you do your research, you do your research, you find [indiscernible] as a company. You keep doing research and then you get to UBS. Well is it really necessary for you to have to hide your assets. If you think about what in all of Switzerland belongs to UBS. Well, our shareholders, all of you, and you basically are paying your slate masters. There are millions and millions of salaries that are being paid out and you just hide behind your walls, you reject requests from senior songwriters like me, we haven't -- you haven't clarified the pace of Mozambique. What about crypto? Why is there silence and the financial markets are just excessive and untransparent. Is there elusion -- solution, I'm sorry. And well, I think that people should make decisions, not just experts, financial experts and highly paid members of the Board of Directors. We need people for the people. These people should be elected via a lottery. And each and every one should be able to participate in that lottery each and every one. And then there is a draft and then there's a reasonable salary, maybe CHF 60,000, median salary. And then people decide on the policy of UBS for the future, for the people. So what do you think as UBS, how could you implement such an idea with such a lottery?
Thomas Kelleher
executive[indiscernible], I think we've answered questions on compensation. I can't really add to what I've said. I think for Hartunda, there was an issue of employment within Switzerland, which I would ask Sergio Ermotti, just to have a few words on it, if that's okay.
Sergio Ermotti
executive[Interpreted] Yes. Of course, we do our best to navigate this very difficult situation as our Chairman has noted. The merger of these 2 banks, it's not just about synergies. We still have to restructure Credit Suisse to a large extent. And unfortunately, that will lead to some redundancies, not just with Credit Suisse but also with UBS. We do everything in our power to take advantage of attrition. There is quite a large number of retirements coming up and we also invest a lot to be able to prepare our employees for this transition, also reskill them, upskill them, and we also want to make sure that the impact on our people is as small as possible in Switzerland but also internationally speaking. And in that sense, as I said, I think we do everything we can to have a solution that is sustainable and that is in the best interest of this Swiss economy and the Swiss people.
Thomas Kelleher
executiveThank you very much. Can we have the next set of questions, please [indiscernible], please.
Unknown Attendee
attendee[Interpreted] I'm [indiscernible] of Appenzell. Last week seen an Appenzell newspaper and probably another newspapers, there was something interesting. Usually, the facts are correct in that newspaper and it's more piece of humor. It said size does not spare you any errors. The UBS and Credit Suisse have shown that in recent years. And now that they united it's in the interest of the taxpayers to make sure the new bank avoids risk. [indiscernible] carried out a survey and UBS employees get the cup of coffee for free. At first glance, this seems to be a nice gesture. But as a matter of fact, it's a ticking time bomb. The 25,000 employees if they drink 3 cups of coffee on 240 days, that will add up to more than CHF 7 million. You can't imagine what would happen in the next financial crisis, if that entailed an increase in the price of coffee. So FINMA and [indiscernible] clearly have a job to do. They have to have a close look even at coffee. At the price of CHF 1.20 per cup, the employees would already be getting Mr. Ermotti's compensation, if you add up all the cups of coffee. Of course, this is just a joke. Great. But we have hundreds, thousands of people paying into the lottery every year. This week, the jackpot is CHF 14 million in Switzerland and EUR 140 million. You have at least have to put in a stake of CHF 2.50. You, Mr. Ermotti and your colleagues are using part of your valuable lifetime to work for the success of this big bank and facing all those extremely difficult challenges. So keep your gross salaries, you deserve it. That's my opinion. And I think most of us would be taking those compensations anyway, at least I would do that. Perhaps I'm a selfish person. Now those are benefit and win the lotteries, win the millions in the lottery. Well, you've got an advantage over those people because these people are not really faced with people envying them. But what I'm talking about is not people like me but people who have invested billions in your bank through mortgages, 1 year ago, after the AGM, I wrote to you -- [ Mr. Gavel ], I wrote a letter to you and your assistance did an excellent job. In this letter, it was about the experience of a retired person, myself in relation to the financial management of retired persons after the sale of property, sale of real estate. It was about a lot of money and in the management about the management of retired persons by HR UBS. For private clients and mortgage competence centers, the experience there shows a via degree of professionalism, contacts, were taken up within 4 to 5 days and for management of retired persons, relationships with retired person. Well, so and so, I didn't here for a long time. It was about information on events for retired persons that 16,000 persons in Switzerland and these events are highly appreciated such as New Year's dinners or information events about new things, new developments at UBS. So it's about emotional ties to employees or former employees of our bank who were loyal for many years working for UBS. After what felt like months, Mrs. [ Manuela Gerber ] called me and she then was an HR assistant in HR administration and hope she still is, as she said, my letter arrived at our desk. And she pointed out all the things that were done for retired persons. The group of 2 for the management of retired persons have been canceled many years ago and the management was -- the relationship or administrative management referred to Poland. Poland is very nice. The indices as [ Pascal write ] and Angelica had to dislocate a lot of their work to Poland. Secondly, the Management of the relation was transferred to the marketing department. Six years ago, we retired persons got card business -- Christmas card, just like any Christmas card that we get from any company, which we had a small major business relationship with. And apart from that, nothing happened anymore. Of course, there've been 2 years of COVID-19 pandemic in between. But even following 2022, nothing ever happened. As people working for HR in the field of relations with retired person told me that there are a lot of retired persons requesting information with your bank and -- but a lot of them or all of the requests remain unanswered. So we ask ourselves what kind of people of these in UBS? Who are in charge of human beings who worked there -- worked with UBS? Now we don't want to have social workers but perhaps commercial people dealing with these relationships but everything, management of relationships includes the factor of human beings and ethics, you were referring to -- Mr. Kelleher, you were referring to corporate culture. That's what we are expecting. There is about 16,000 of retired UBS persons. And together with retired employees from Credit Suisse, it would be 23,000 and an event for everyone costs less than CHF 1 million as not all of them can participate. So the people working for in the management of relationship with a retired person told me -- well be honest, tell us what's happening. What's happening about relationships with retired persons. The 2 more seconds. We also are citizens who vote in the political system in Switzerland and I think it's worth doing something. Please allocate some money and I'll get you organized an event as the former Head of Human Resources in the Eastern part of Switzerland. Thank you very much.
Thomas Kelleher
executive[ Rouggly ], please?
Unknown Attendee
attendee[Interpreted] I'm Melanie Rouggly, a young socialist last year, Credit Suisse broke down. And the question is when will it be UBS's turn? It could be -- one thing is sure, the next financial crisis will be there one day. A crisis maybe the result of mistakes that could have been avoided. Crisis are the engine of a capitalist economy where you have got the UBS balance sheet that is larger than GDP in Switzerland and if UBS collapses, it's Switzerland that will collapse. UBS is not too big to fail. It's too big to be saved actually. Maybe we would have to decompose UBS but it's not the Swiss government wants to do that. And the Swiss government doesn't have the possibility of saving the Swiss people from the next crisis. Mr. Ermotti gets his compensation and certainly he doesn't want to reduce the size of UBS. So we've got the Swiss population here who was taken over by UBS as it were. There is a radical transformation of the Swiss financial sector happening as a result.
Thomas Kelleher
executive[indiscernible] please.
Unknown Attendee
attendee[Interpreted] The financial world in Switzerland has looked different since March 19, 2023. That's how I started my speech last year. The past 12 months have been very intense and busy for our employees. In addition to the usual tasks, employees also had to deal with all the integration-related activities in addition to the workload emotional stress was palpable. Some new opportunities have risen, while others are wondering what the future will hold for them. Careers are changing. Those affected by restructuring measures need to deal with the prospect of losing their jobs from 1 day to the next. Our employees are walking many extra miles and I keep seeing tired and worried faces. The speed of change in the past year has changed. Depending on the area we're talking about, it slowed down or increase without the complexity of the integration process having reduced with current good planning, mistakes are and should be avoided and cultural integration into the joint UBS corporate culture is given space and focus. As one single bank, all of us want to be successful together. This merger, which is taking place in the years to come, we'll continue -- will change UBS. The integration of Credit Suisse will also bring with it excellently trained and loyal employees with great expertise and know-how. Bringing together culturally diverse employees from UBS and Credit Suisse is a challenging assignment and it's not happening overnight. Restructuring affects all of us and this process will dynamically change us in the bank. Such a process of change requires support. This is why in addition to UBS's good redundancy program, which is valid until the end of 2026, sufficient employees are required to carry out the work ahead as well as responsible and social support for all employees. The transfer of operations of first Credit Suisse companies will soon take place and the employer has duly consulted the UBS Employee Association and the Credit Suisse Staff Committee. As part of the consultation process, we were able to make demands aimed in particular at the transfer of certain Credit Suisse benefits to UBS. It is regrettable that this was not possible to the desired extent. However, we shall continue to campaign for the expansion of benefits, particularly in the areas of families, recreation and health. Over the past year, we've worked well together with the Credit Suisse Staff Committee. Both associations worked hard to represent the interests of their employees, the employees of the 2 banks. We are now in consultation with the employer in the process of organizing the future employee representation. And we want to ensure that the concerns and interests of UBS employees are well represented. I would like to take this opportunity to personally thank the Chairman of the Credit Suisse Staff Association for his commitment and what we have achieved together. Thank you very much. Ladies and gentlemen, the ability to cooperate reliability and trust are important properties, important qualities. They enable good solutions, appropriate situations. Good social partnership is a key factor in this. I very much appreciated the many discussions with the HR department, together they made it possible to focus on the employees as people as human beings. In most cases, we found good, suitable solutions for the employees, and we found them together. We also greatly appreciate the dialogue with representatives of the group Executive Board. In our external social partnership, we maintain good working relationships with the Swiss Bank Employees Association and the association of commercial employees, together with the employers association of banks, these organizations have supported us closely over the past year. Many thanks for this. Ladies and gentlemen, our main concerns on the part of the employees association can be summarized as follows: maintaining the employability of all employees by maintaining and developing further training opportunities and creating sustainable jobs at UBS in Switzerland, especially in view of the new and major challenges such as artificial intelligence, dealing responsibly with restructuring measures as part of the integration process. Every job lost is painful. Restructuring and associated job cuts must continue to be carried out with caution, with respect and only in favor of long-term needs, long-term necessity. The valuable knowledge of employees must be retained at all costs, also in the interest of entrepreneurial thinking. Equal opportunities for all employees at all levels and support for families and open culture of discussion and trust, and focus and further expansion of measures for the benefit of the health of our employees because only a healthy working environment can ensure that all employees can deliver top performance for our customers, for you, esteemed shareholders, and for our company and this on a daily basis. All of us are aware that banking is people. So let's take care of our employees especially in these enormously challenging times, and let's say, a big thank you to your -- to the employees. Thank you for your attention.
Thomas Kelleher
executive[indiscernible], thank you for your continued partnership. We look further to collaborating with you on our ongoing and all related topics. [indiscernible], we're taking the advice and care of our retired employees very seriously as we value all our current and former employees. We have a professional advisory team addressing the needs of our retired workforce. We have a strong and stable pension fund, which ensures good and stable support for all our employees as well as pensioners today and in the future. There's a differentiated and transparently communicated mechanism if we failed in some of these, we will put those right. Our pension advisory team, which is waiting for your reach out, can address your concerns and needs in a more personalized way but we take these points very seriously and appreciate those points. And for [ Rouggly ], I did say before, I note your comments. UBS is not too big to fail. UBS has a robust resolution framework but more importantly, UBS has a very differentiated business model from Credit Suisse and much lower risk. So with that, can I go to the next set of questions, please. [indiscernible] and then [ Ulf Dahlman ].
Unknown Attendee
attendee[Interpreted] Ladies and gentleman, Mr. Chairman, UBS has acquired Credit Suisse at a reasonably cheap price and from others from also small shareholders. However, UBS has done good work. I think that needs to be acknowledged. However, the first thing, the former Credit Suisse CEO said is that compensation needs to be increased. And I think that is just a sign of disrespect. It seems opportunistic. Also when it comes to the federal government, I think you could have seen that coming. I would like to call upon the entire crew of UBS to in favor of the smaller shareholders and their own employees to renounce as a onetime thing, 2/3 of their compensation. I bloodletting, so to speak, that might hurt be a little painful but I think it will bring success and generate a good image. Now the climate topic. I think Switzerland is doing quite well. Maybe also thanks to UBS and your efforts. It is possible to buy carbon certificates in Switzerland. Well, plants and the plants are cultivated as Switzerland absorb every year 28 million tonnes of carbon dioxide. If we look at agriculture in that sense, it's climate neutral. In Ireland, there are very good and motivated farmers that are, I think, more content than the Swiss ones if I may say so. I have a question. Our investments into a circular economy not sustainable. I think one of the big issues is the deforestation in third world countries with a plus of 30% of CO2 emissions. So my question regarding the circular economy and then I have a motto, do one thing without not doing another. I hope you have a very successful AGM and thank you very much.
Unknown Executive
executiveThank you very much [indiscernible] please.
Unknown Attendee
attendee[Interpreted] Well, I take this quite laid-back attitude, but well, Mr. Chairman, Mr. Ermotti, Mr. Kelleher. I actually don't have a question. I think the answers are just management speak, management speak one-on-one but I have actually a call that I would like to make upon our shareholders here at the end of my presentation. But first of all, I'd like to congratulate both of you on your courage. I actually think it's quite brave to take over Credit Suisse and actually be proud of that. What's even braver, however, is the compensation. Brave that you, Mr. Ermotti, especially accept that salary, CHF 14 million for 9 months cash in hand up to CHF 20 million as the cherry on top, if you achieve the goals that are somewhat ambitious. After the financial crisis, the global crisis, society has talked about excessive compensation and bonuses. And I think people agree that to a certain extent, somehow compensation needs to be in relation to the work done. And today, 2024, we have to ask ourselves, has anything changed? Is that based on actual performance? No. Of course, today, UBS has a de facto state guarantee. And of course, it's been able to offer very appealing conditions and compensation and then Credit Suisse has been taken on over as -- for cheap and then it is sold to us as a Swiss solution. And this situation is also being supported by taxpayers. And management will get up to CHF 162 million. Ladies and gentlemen, that is just a theft, a rip off. Ladies and gentlemen, CHF 14 million to CHF 20 million for Mr. Ermotti alone. Just to make this a little more tangible for you, out there in the [indiscernible] and the entrance people have been cleaning the floors. On average, median salary, CHF 45,000 a year. To get to those CHF 14 million, these people cleaning through would have to work for 330 years. Of course, Mr. Ermotti is importance for UBS. But ladies and gentlemen, all of us, we know we can't do it without the refreshments without the snacks about the people working out there. They're just as important. And now back to serious issues. If I say rip off, I am serious. Take this very seriously. Dear shareholders, it seems that the banks have lost all sense of proportion. And I'd like to recall what's been said in the compensation report. We heard in the beginning here that you will only get 0.5% of shareholder capital. That has not been -- that decision is not made in here. It's made somewhere, we're just profit that is all that is important, just profit counts, whether it's in the U.S., whether it's U.S. funds or whether it's U.S. funds or Asian funds, just the money is important. What's being said here that you count, that's just use, it's just about the money. You don't count. So I'd like to call upon policymakers finally do what you've been promising, just limit this, take action instead of just preaching water. Thank you.
Unknown Executive
executive[ Ulf Dahlman ] please.
Unknown Shareholder
shareholder[Interpreted] Ladies and gentlemen, my name is [ Ulf Dahlman ] from Weinheim, I'll try to be brief so we can get your refreshments and snacks quite quickly. But I do have some specific questions. The integration of Credit Suisse. Well, what about the reduction of branches. I think that for us as shareholders but also for the clients in general, I think that's important. It's important. What's the plan here? And in this context, a few years ago, I tested something. I went to the bank. I said, well, I am a German citizen, I have a deadline here and what can you offer? UBS and Credit Suisse are active at an international level. However, they say, well, we are very discrete. No one will say anything. But I told them, well, the tax authorities know everything. So I mean how quickly can we change our attitude, our mentality towards a society that's more open, more transparent. What's being done here because we have to be able to get that out of our heads. That secrecy, I think that's otherwise risk that's too big to take with UBS. Now that has taken on Credit Suisse. I hope not but what can we do to change this mentality. Another thing we distribute over CHF 1 billion in dividends. And for me, it doesn't really matter whether someone makes CHF 20 million, CHF 15 million. It's just a fraction and it doesn't change anything when it comes to the dividends. But I do see an issue here in society that maybe we get a second minder initiative to limit salaries, maybe up to -- limit them up to CHF 1 million. And what happens then. I think it makes sense to now take action and to now show that we're being responsible that the society is being treated responsibly and that may be some would be willing to renounce part of their salaries, their compensation. And another thing, Mr. Ermotti, if I'm correct, he has shares amounting to about CHF 2 million, and he also receives dividends and that dividend is not figuring in the salary and compensation report for him. I think I'm happy with the results with the work. But overall, we need to have a look at how this fits into society at large. Then Global Wealth Management cost/income ratio, a bit more technical. The cost income ratio is around 70% to 73%, and it went up to 98%. We have to invest CHF 0.98 to get 100% back. So we've heard just now that up to -- up until 2026, that should be reduced down to 70%. But what does 2024 look like? What can we expect for the next AGM? Are there -- will there be some results that you can show us or will it get way worse first due to the integration restructuring before we -- when will it be the time when will we get the results? And then I also would like to talk about the environment. We now don't get the annual reports in printed form but maybe you can give that to us on a USB stick, what service merchandise, you can make because it serves as a marketing instrument. So you can link that with the annual report. Maybe you could distribute that to make sure that we get those 500 pages and can actually read them. And then another thing, the last point I'd like to make, I just saw that we soon want to reach a threshold of 96% of energy getting that from renewable resources. Why not 100%? Why not go for 100%? I think it's possible to adapt the contracts. Accordingly, I think we can do that, we can achieve that. I think that would be a good goal, then we would be doing something good for the environment. Thank you.
Thomas Kelleher
executiveThank you very much for those comments. [indiscernible], I think we've spoken about compensation and have discussed it and where we stand on that. Your climate questions I think we've addressed for the alternate second speaker, just factually correct you. UBS does not have an implicit state guarantee. Our CEO spoke about that in his speech and the taxpayers are not on the hook Indeed, as we explained to you, UBS and our employees are significant tax givers to the Swiss economy. Mr. [ Dahlman ], a key element of our commitment to contribute towards a low-carbon future is minimizing our own operational footprint. I applaud the aim you propose. We will look to reduce paper consumption and waste. Your idea of the USB stick being a profit generator for us is interesting. I'm not sure it's particularly effective but we'll look at that. And in fact, on the branches, UBS is represented with 192 branches, Credit Suisse is 95 at 85 locations, there are duplications. At these locations, we will adjust the branch network accordingly and decide on what location. Therefore, we will continue to be represented at the locations at around 190 branches will continue to exist, if that answers your question. I think we're down to the last 3 speakers, although it is changing. So we have [indiscernible] for our hosted plan [indiscernible]. Please [indiscernible].
Unknown Attendee
attendee[Interpreted] Good afternoon, dear shareholders of UBS, members of the Board of Directors and the Group Executive Board. Just a piece of information to Mr. Kelleher. At home, I practiced my speech, I will need less than 5 minutes. 1 year of UBS together with Credit Suisse, does it make UBS better? Well, first of all, we need to appreciate the work of all employees and everyone who contributed to integrate Credit Suisse in UBS. It's a major assignment and painful for some of them. A year ago, at the last AGM, I said a word of warning. From April 2023, I would make him Mr. Ermotti, responsible for solving this Credit Suisse scandal and to penalize those in charge of it. Money makes the world go around. Unfortunately, not only in a positive sense, too much money spoils the character. These are 2 reasons. The dangerous bonus systems have to be adjusted, eventually adjusted to human needs. Now the financial and insurance world, can it contributes to society and appreciate his contributions so badly? Well, they haven't built a house. They haven't produce -- haven't made any products. They haven't made any food. They haven't taken care of any plants. They haven't even built a single road or clear a single road. But now their bonuses, their compensation and other allowances, are they really justified? The Minister of Finance said more or less that there is no law to govern decency. Now the homework to be done is well known for financial people to return to decent society. Even the centrist parties include voices that are critical of bonuses. Since April 2024, we've known a little more Karin Keller-Sutter, The Minister of Finance, who also contributed to overcoming the financial crisis with Credit Suisse introduced the new -- the newest report, the government 37 measures are being proposed to close gaps in the too big to fail concept. And there is criticism of current policies on pay and bonuses. Now to save the honor of the former top managers as far as bonus is concerned, the early introduction of the multiyear bonus deferral, which goes back to ideas held by shareholders. I would like to mention that at this point. But Thomas Minder's initiative about excessive compensation was approved by 67.9%. Maybe we're going to have a new initiative on stopping bonus payments all, is it that we shareholders of UBS are motivated and willing not only the 0.5% here in this whole but many others, are we motivated and willing to stop the bonuses in the billions and or adjust them. Well, Sergio Ermotti and Karin Keller and the team have a historical opportunity in the future to go ahead as role model of a change of times in the financial industry. I wish you a lot of courage and humility and farsightedness and persistence in implementing it. Thank you very much.
Thomas Kelleher
executiveThank you very much. Thank you indeed. [indiscernible] please.
Unknown Attendee
attendee[Interpreted] This is not a bailout. I was probably the biggest lie of Karin Keller-Sutter. More than a year ago, she prepared a super deal for this bank, CHF 3 billion for Credit Suisse, liquidity of up to CHF 200 billion and a loss guarantee of CHF 9 billion. And then one had to save again, but of course, to the detriment of us, profits go to the private persons and the risks are borne by the state. We know that. And then there were some promises and that one would make sure that this would never happen again. Blah-blah. 2 weeks ago, Karin Keller-Sutter announced the big measures to get stabilized the financial industry. No more stringent requirements, no restriction of size. We're not even talking about bonuses and compensation. KKS didn't want to learn where the trust comes from to the detriment of as the population. I have my trust issues slowly but surely, the Government and the big banks are in a toxic relationships since UBS, Credit Suisse have defrauded the Swiss population, have ripped them off. But no matter what's happening, the government support and keep supporting them. You Mr. Ermotti and Mr. Kelleher are shamelessly exploiting your position. You know that you can threaten Switzerland cutting jobs here and withdrawing tax up straight. And you know that the monster bank of UBS is too big and too dangerous for Switzerland, you are using this to obtain the best possible terms. You have taken hostage Karin Keller-Sutter and the Swiss population. Karin Keller-Sutter, it's not our state job to pay for all the mystery for all the crisis, and it's an illusion to think that this was the last time. The next crises will be yet more expenses. It's time to make decisions. Thank you very much.
Thomas Kelleher
executiveThank you very much. Mr. [indiscernible].
Unknown Attendee
attendeeThank you, that I bridge displays peacefully. Thank you for meeting you, European, American European, Swiss European, I am glad to meet you. I am Mr. [indiscernible] from the Philippines. I traveled very far, very far from here, just to discuss some important matters that I think we must do something about it. It is a very important reason. And first of all, regarding my whereabout, will I say it to you. I am Mr. [indiscernible] and Vice President of the Provincial Federation of Fisherman from the organization of [indiscernible] representing 4 big islands, in the province in surrounding Verde Island Passage. You know that Verde Island Passage is the center of the center of marine biodiversity. You know that it is in peril now. Now what are the actions we must do with it? It is in peril. It is said that to be the center of the center. Now what is it? It will perish under the sky. I think we must do something about it. This is not a simple puck that I mentioned to you. I say this because I experience, I am fishing. I go fishing in the vicinity of the passage but I caught no more. When I am in my younger age, I caught more than 5 kilos. Nowadays, the fishing ground in the Philippines reaches its maximum yield, maximum sustainable yield in 2004. You can just imagine, we are suffering now. And they -- and you are continuing funding financing fossil gas. It's a big question for me. Why -- what is the importance of life? You have all -- we are all -- have life -- and what is the life of the future generations? What will we promise to them, if we continued financing this kind of very dirty -- when I land at the [ Istanbul ] and rode on a plane, when I see that flying, I see the enormous cloud so very dirty. So very dark, and it is scattered in the air. What will happen? What we are doing? We are doing something. We have certain benefits, I think. Now of course, we have lots of sources of energy. We have heat, we have water, the hydroelectric wealth, we can do it. We can use the wind blow. If we just think the cleanest energy that we think -- we have modern technology as of now. And you can just imagine, I traveled so far, just to mention this important message to you, sir. I respect you all. I am from the lowest sector, and I am representing 5 big provinces surrounding the Verde passage, which is the center of the center of the marine corridor. Now what is the use of that marine corridor, if there is no peace at all, think of it. Sir, with all my respect to you, forgiveness, I am asking for it. If I am wrong, correct me, but it is my sentiment. It is my dilemma what will happen in the next future, if we do not engage with it, if we do not do something with it, useless. If we just talk and talk and we don't know -- we don't have action, it is useless, Sir.
Thomas Kelleher
executiveSo I respect.
Unknown Shareholder
shareholderSorry, sir for being emotionally...
Thomas Kelleher
executiveNo, it's perfectly fine.
Unknown Shareholder
shareholderOkay. Okay. Thank you. Thank you, sir. Okay. Go on, on your comments.
Thomas Kelleher
executiveNo. I think that we spoke to Frau Dacanay before. My understanding is there is a meeting tomorrow with our dedicated experts in this matter. And hopefully, we will make progress and alleviate some of your fears.
Unknown Shareholder
shareholderYes. I understand your perspective. I agree with you. And I hope I don't -- I don't understand on how you view the UBS still funding coastal gas plant in the Philippines or not or how it will end, where -- when is the year it will end. That's what I want to know because I will deliver your message to the fisher folk there in the Philippines, Sir. I will deliver. I will go to the Federation of Fishermen and tell them. This is the words of Mr. Colm Kelleher. Sorry, if I find hard in pronouncing your surname. I'm sorry, sir.
Thomas Kelleher
executiveThat's pretty clear. You haven't. We are aligned. This -- we need to get more specific, but we need a guidance and we need to work together. So let us work together on this.
Unknown Shareholder
shareholderOkay, sir. Thanks, -- thank you. I admire that your answer to me. I will relate it to the organization which I represented to you.
Thomas Kelleher
executiveI think the other 2 questioners, we had dealt with those answers already. With that, I would now propose there are no further speakers on agenda items 1, 2 and 3. So I'm asking Markus Baumann to briefly explain our voting device before we -- our first electronic vote. Markus?
Markus Baumann
executive[Interpreted] Thank you. Dear shareholders, as soon as the vote is open, your screen will automatically be switched on. The colored touch screen will automatically be dimmed after 3 minutes and then be extinguished completely, however, you can switch the device back on at any time by touching the touchscreen or pressing the red button on the side. Under the language bar, simply you can change languages, under the my vote symbol, you can see how you voted on the individual items on the agenda and under the info symbol, you can view your personal shareholder information and see how many votes you are representing. Surely before a vote, the agenda item will be displayed on your televoting system. If you touch the green area on the screen, you'll be voting, yes. The red areas for voting, no and the amber area is for abstention. As soon as you have made your choice, this will be confirmed by vibration of the device, the selected area will be marked with the tick and the unselected areas will be dimmed. If you have inadvertently pressed the wrong button, you can correct your vote within the voting time by selecting another button, the button of your choice. As soon as voting time has expired, it will no longer be possible to correct your vote. Once the voting time has expired, the screen will show which choice you've made.
Thomas Kelleher
executiveSo we proceed to the vote on agenda item 1, 2 and 3. Shall I take all 3 together? Okay. Item 1, the Board of Directors proposes that the management report for the 2023 financial year and the UBS Group AG consolidated and stand-alone financial statements for the 2023 financial year be approved. Item 2, the Board of Directors proposes that the UBS Group AG compensation report 2023, be ratified in an advisory vote. And item 3, the Board of Directors proposes that the UBS Group AG Sustainability Report 2023 be ratified in an advisory vote.
Markus Baumann
executive[Interpreted] I herewith open the floor, open the first vote on items 1 through 3. We're going to do that in one go. The voting time of 12 seconds is running from now. [Voting]
Markus Baumann
executive[Interpreted] Time is up. Bear with me for a few seconds until the results will be shown on screen. As you can see from the results here, 99.22% of the voters have approved the annual report 2023; 83.5% approved the 2033 compensation report; and 93.37% approved the 2023 sustainability report.
Thomas Kelleher
executiveSo the AGM approved all 3 motions of the Board of Directors. We continue with Agenda Item 4, the appropriation of total profit and distribution of ordinary dividend out of total profit and capital contribution reserve. The course of the business for '23 is described in detail in our annual report and the appropriation of profits proposed by the Board of Directors can be found in the invitation to the AGM. On this basis, the Board of Directors proposed an ordinary dividend of USD 0.70 in cash per share. This distribution is to be made in equal parts from the total profit and from the capital contribution reserve. There are no speakers for item 4. So given that I close the discussion, which didn't take place, and we proceed to the vote on agenda item 4. The Board of Directors proposes to allocate USD 5.448 billion of the total profit of UBS Group AG for 2023 of USD 6.66 billion to the voluntary earnings reserve. The Board of Directors proposes in addition the distribution of an ordinary dividend of USD 0.70 in cash per share of [ USD 0.10 ] nominal value half from the total profit and half from the total capital contribution reserve. Can we have a vote, please?
Markus Baumann
executive[Interpreted] I now open the voting time. Voting time of 10 seconds starts now. [Voting]
Markus Baumann
executive[Interpreted] The result is going to be displayed on the screen shortly. As you can see from the results on the screen, 99.39% of votes voted in favor of approving this proposal of the Board of Directors for the payment of dividends.
Thomas Kelleher
executiveWe proceed to agenda item 5, the creation of conversion capital and the amendments to the Articles of Association. Following the write-down of Credit Suisse's AT1 instruments in March 2023, AT1 investors expect that new issuances of AT1 capital instruments should provide for the possibility of a conversion rather than a pure write-down. In November 2023, UBS Group AG has issued AT1 instruments that's subject to today's shareholder approval for the creation of conversion capital will foresee a conversion into UBS Group AG shares upon occurrence of a trigger or a viability event. In case of a positive vote today, the Board of Directors will out of the maximum amount of 700 million UBS Group AG shares reserve around 217, 2-1-7 million shares to previously issued Tier 1 capital notes. The remaining 483 million shares shall cover our AT1 requirement for the medium term. I'm opening the discussion on Agenda Item 5. The first speaker is Herr Röthlisberger and then the second speaker is [ Frau Baldwin ].
Guido Röthlisberger
attendee[Interpreted] Good afternoon. My name is Guido Röthlisberger, I live in [indiscernible]. I hadn't mentioned my name in my first intervention. That doesn't mean I'm criticizing that I was mentioned. So this issuing of shares is basically just a dilution, dilution of our shares. This capital should be earned, I think. This capital is used in case one isn't that successful. And of course, it might seem convenient to water down, dilute these shares via the shareholders and to find security in that. The Executive Board and the Board of Directors, of course, can then just sit back without having to take responsibility and work seriously -- and take it seriously. And then the shareholder will be left to foot the bill. And I think here, we need to reject this proposal. I think as it is in life, in general, one should always go at one's own pace. And then you would never require or have to ask for this issuing of shares. So I recommend a, no.
Thomas Kelleher
executiveThank you, [ Frau Baldwin ].
Unknown Attendee
attendee[Interpreted] Ladies and gentlemen, I want to say something regarding Item 5 on the agenda, but I'd like to add something that I've just noticed now towards the end of this discussion that we heard. The Chairman said several times that the acquisition of Credit Suisse by UBS was something that had to be done because there were no alternatives, but I don't think that's correct. Two weeks ago, we saw a report by Federal Councilor Karin Keller-Sutter and apparently, that deal took place against the recommendations made by FINMA. So apparently, there must have been alternatives. Then -- now on Item 5. First of all, I'd like to say the translation into German here, I think, is not very good because it says an English conversion of the capital and the creation of conversion capital and amendments to the Articles of Association. That's what it says in English. So according to what I understand, it's about increasing equity capital. And just last week, we saw in the media that, that's something that federal government would like to see to make sure there is some security vis-a-vis the branches of UBS abroad. So I'm wondering if Federal Government has mentioned that, that should be the case. How can we just today vote on this proposal?
Thomas Kelleher
executiveYes. Just to clarify for [ Frau Baldwin ], I did not say there were no alternatives. I said there were no practical alternatives, which is clearly an interpretation, and we'll find out more when we look at it, you could have looked at a temporary public ownership and other routes, which have been highly disruptive to the Swiss and global economy. Specifically on this issue of AT1 instruments going back to the first speaker, a conversion of AT1 instruments leading to a dilution of shareholdings can only occur at the occurrence of predefined events as defined terms of conversion. Conversion capital is to be used exclusively for the issuance of UBS Group AG AT1 instruments with contingent equity conversion feature. In case of a conversion, shares must be delivered to respective AT1 bondholders. As per the proposed provision of the Articles of Association, shareholder subscription rights are therefore excluded such as exclusion is, however, subject to predefined conditions, as outlined in the Articles of Association. With that, with no more further discussion, I close the discussion, and we proceed to the votes on agenda item 5. The Board of Directors proposed the creation of conversion capital at a maximum amount of USD 70 million equivalent to a maximum of 700 million registered shares with a par value of $0.10 each and the respective addition of a new Article 4B in the Articles of Association. I referred to the AGM invitation behind me for the wording of the new Article 4b that is also displayed on the screen behind me.
Markus Baumann
executive[Interpreted] I now open the vote. Voting time is 10 seconds and is running now. [Voting]
Markus Baumann
executive[Interpreted] The result is going to be displayed on the screen behind me shortly. As you can see on the screen, 90.88% of votes have spoken in favor of the creation of conversion capital and the according changes of the Articles of Association.
Thomas Kelleher
executiveThank you. So the AGM has approved the motion of the Board of Directors. I ask the notary, Mrs. [indiscernible] to kindly certify the results of agenda item 5. Okay. We proceed to agenda Item 6, the discharge of the members of the Board of Directors and the Group Executive Board for the '23 financial year. The Board of Directors proposes that the discharge be granted to the members of the Board of Directors and the Group Executive Board for the '23 financial year. Excluding all members of the Board of Directors and the Executive Board of Credit Suisse Group AG for conduct having occurred prior to the 12th of June 2023. Why do we exclude all members of the Board of Directors and the Executive Board of Credit Suisse Group AG for conduct having occurred prior to the 12th of June '23 from today's discharge? Conduct of these members in matters having occurred prior to the merger on the 12th of June 2023, would otherwise be included in today's discharge due to the concept of universal succession. This decision takes into account uncertainties surrounding the Credit Suisse crisis and ongoing reviews. On the other hand, we will not, as we have done in previous years, exclude the so-called French cross-border matter. Why? On the 15th of November 2023, the French Supreme Court delivered its final ruling on the legacy matter related to UBS's cross-border business activities in France between 2004 and 2012. The court upheld the previous court's decision regarding unlawful solicitation and aggravated laundering of the proceeds of tax fraud and provided clarity in this regard. However, the Supreme Court annulled the confiscation of EUR 1 billion, the fine of EUR 3.75 million and EUR 800 million in the civil damages awarded to the French state and returned these elements the Paris Court of Appeal, which will deliver its judgment after a new trial. Further appeals to the Supreme Court are possible before the financial implications of the case are finally determined. However, the confirmation of the convictions and the annulment of the financial penalties and damages by the Supreme Court should give shareholders sufficient clarity, including validating the approach taken by management and the Board of Directors. Accordingly, we request that discharge be granted including the French cross-border matter. The names of the persons who sat on the Board of Directors or the Group Executive Board of UBS Group in the AG in the '23 financial year and whose discharge will there be voted are now displayed. It was displayed before. Okay. I open the discussion on Agenda Item 6. We have one speaker here, [ Lutee ] please.
Unknown Attendee
attendee[Interpreted] Ladies and gentlemen, members of the Board of Directors, dear shareholders, if the Chairman of the Board, Mr. Kelleher write in his information to shareholders that UBS are proven compensation system, then that is the business joke of the year. And yet, despite this proven compensation system, they're still adjusting it. The recalibration of the compensation system with lower values for target achievement and increased leverage acts like a big turbo charger. According to an article in NZZ published yesterday on the 23rd of April, the CEO might be getting EUR 22 million for this year. The compensation -- a compensation committee drafting such a package and submitting it to the entire Board of Directors and the Board of Directors approving that produces or clears the path for a second initiative against excessive compensation. So clearing the path for political motions in Parliament, my recommendation is reject all items related to compensation. Secondly, reject all members of the Board of Directors. Thirdly, reject all members of the Compensation Committee and reject fourthly, discharge. By rejecting discharge, the Board of Directors -- as a result of that, the Board of Directors will see -- will appreciate how serious the situation is and what the situation for Swiss shareholders is even if we only account for 0.5% of the total votes. If you say no in the votes, we can also raise our devices expressing our opinion to the Board of Directors without saying any words. I hope the politicians will be hearing those signals and will pass stricter laws and regulations with binding objectives with regard to variable compensation, as Mrs. [ Moser, ] an earlier speaker, reminded us all. In the financial crisis, the relationship was 1 to 1, and only 1 to 2 if shareholders had approved. Thank you very much for your kind attention.
Thomas Kelleher
executiveThank you here, [ Herr Lutee ]. Since no further speakers have registered, I close the discussion, and we'll proceed to the vote on agenda item 6. The effective members of the Board of Directors and the Group Executive Board of UBS Group AG are excluded from this vote. The Board of Directors proposes that discharge of the members of the Board of Directors and the Group Executive Board for the 2023 financial year be granted -- excluding all members of the Board of Directors and the Executive Board of Credit Suisse Group AG, for conduct having occurred prior to the 12th of June 2023.
Markus Baumann
executive[Interpreted] The vote is open. The voting time is 10 seconds running from now. [Voting]
Markus Baumann
executive[Interpreted] Bear with me for the results to be shown on screen, any minute. 94.81% have said yes to the Board's motion.
Thomas Kelleher
executiveThe AGM approved the motion of the Board of Directors. We now proceed to agenda item 7, the reelections, election of the members of the Board of Directors. Because the term of office of members of the Board of Directors is 1 year, all members who make themselves available for the further term of offers must be reelected. I would like to thank all my colleagues who are standing for reelection. Before we get to the reelections, I would like to say goodbye to a trusted colleague, Dieter Wemmer was elected to the Board of Directors 8 years ago and is not standing for reelection today. On behalf of the entire Board of Directors, I would like to thank him for his invaluable collaboration and distinguished service to our firm. During his tenure on the Board of UBS, Dieter was a member of the Risk Committee, the Government and Nominating Committee, the Compensation Committee and Audit Committee. He has contributed strongly to the strong governance at UBS. We will now briefly present all members of the Board of Directors who are standing for reelection. The detailed CVs and mandates in listed and unlisted companies held by members of the Board of Directors standing for reelection can be found in the Corporate Governance section of our annual report 2023. We will then proceed directly to agenda item 8 and then open the joint discussion on agenda items 7 and 8. Let's begin with agenda Item 7.1. I ask Lukas Gahwiler, our Vice Chairman, to conduct the procedure for my reelection as member of the Board of Directors and at the same time as Chairman of the Board of Directors.
Lukas Gahwiler
executive[Interpreted] Dear shareholders, ladies and gentlemen, Colm Kelleher's terms of office is expiring at today's Annual General Meeting. He is willing to continue to stand for office and as the Chairman of the Board of Directors. Colm was elected as Chairman of the Board of Directors of UBS Group AG 2 years ago. If reelected, he would remain Chairman of the Governance and Nominating Committee and the Corporate Culture and Responsibility Committee. The Board of Directors is delighted, very delighted that Mr. Kelleher is willing to continue in his role as Chairman. He has done an excellent job over the past 2 years, and we, therefore, recommend his reelection. At this point, I would like to briefly anticipate and point out that under Item 9.2, we are proposing to increase the fixed fee from CHF 4.7 million to CHF 5.5 million. This in view of the significant expansion of his remit, responsibility and complexity of his mandate following the takeover of Credit Suisse Group and his outstanding performance. In this context, I would like to point out that this new fee will still be lower than the remuneration paid to his predecessor during most of his term of office.
Thomas Kelleher
executiveThank you, Lukas. We herewith proceed to agenda Item 7.2, I will go through all of these. First, the reelection of Lukas Gahwiler. Lukas was elected to the Board of Directors of UBS Group AG 2 years ago. After his reelection, he would be reappointed as Vice Chairman and remain a member of the Risk Committee and the Governance and Nominating Committee. Agenda item 7.3, the reelection of Jeremy Anderson. Jeremy was elected to the Board of Directors of UBS Group AG 6 years ago. After his reelection, he would remain Chairperson of the Audit Committee and member of the Governance and Nominating Committee. Agenda Item 7.4, the reelection of Claudia Böckstiegel. Claudia was elected to the Board of Directors of UBS Group AG 3 years ago. After her reelection, she would remain a member of the Corporate Culture and Responsibility Committee. Agenda item 7.5, the reelection of William Dudley. William was elected to the Board of Directors of UBS Group AG 5 years ago. After his reelection, he would remain a member of the Corporate Culture and Responsibility Committee and the Risk Committee. Agenda Item 7.6, the reelection of Patrick Firmenich. Patrick was elected to the Board of Directors of UBS Group AG 3 years ago. After his reelection, he would remain a member of the Corporate Culture and Responsibility Committee and the Audit Committee. Agenda Item 7.7, the reelection of Fred Hu. Fred was elected to the Board of Directors of UBS Group AG 6 years ago. After his reelection, he would remain a member of the Governance and Nominating Committee and be newly appointed as a member of the Compensation Committee. His election to the Compensation Committee is on the agenda under Item 8.3. Agenda Item 7.8, the reelection of Mark Hughes. Mark was elected the Board of Directors of UBS Group AG 4 years ago. After his reelection, he would remain Chairperson of the Risk Committee and a member of the Corporate Culture and Responsibility Committee. Agenda item 7.9, the reelection of Nathalie Rachou. Nathalie was elected to the Board of Directors of UBS Group AG 4 years ago. After her reelection, she remained a member of the Governance and Nominating Committee and be newly appointed as a member of the Audit Committee. Agenda Item 7.10, the reelection of Julie Richardson. Julie was elected as the Board of Directors of UBS Group AG 7 years ago. After her reelection, she would remain Chairperson of the Compensation Committee and a member of the Risk Committee. Her reelections of the Compensation Committee is on the agenda under Item 8. 1. Agenda Item 7.11, the reelection of Jeanette Wong. Jeanette was elected to the Board of Directors of UBS Group AG 5 years ago. After her reelection, she would remain a member of the Audit and the Compensation Committee. Her reelection to the Compensation Committee is on the agenda under Item 8. 2. The Board of Directors is pleased that the person just introduced have agreed to continue in their function as board members. And we finally proceed to items, agenda item 7.12, the election of Gail Kelly. I would like to briefly introduce you to Gail Kelly. Gail Kelly was born in 1956, and is an Australian citizen. She holds a Bachelor's Degree from the University of Cape Town and an MBA from the University of Witwatersrand, South Africa. She began our banking career in 1980 with Nedbank Group, South Africa. In 1997, she moved to the Commonwealth Bank of Australia, holding various senior management positions. In 2002, she became the Group CEO and Managing Director of St. George Bank. And in 2008, she moved to Westpac Banking Corporation to lead as Group CEO and Managing Director until 2015. She was a senior global adviser for UBS from 2016 to 2023. Currently, she is an adjunct professor at the University of New South Wales and serves as a senior adviser to McKinsey & Company. And she's a Board member of the listed company, Singtel Communications. We are very pleased and proud to nominate Gail, who will bring very valuable experience as a long-term CEO of a major bank. She has also successfully managed a large-scale integration and knows our key APAC markets very well. I would now like to hand over to Gail Kelly so she can briefly introduce herself to you. Gail?
Gail Kelly
executiveThanks very much, Chairman, and good afternoon, ladies and gentlemen, and valued shareholders. I'm extremely honored to be here today, extremely honored to be up for election for the Board of UBS Group AG. UBS is a company that I've long admired. In recent years, I've worked as a senior adviser for the company and I have a very high regard for the leadership of the company, for the values of the company and for the professional way in which it sits about its business. In the years to come, we clearly have a very big task ahead such an important period for the company and for its shareholders. They're going to be exciting years. But certainly, as we know, there'll be their fair share of challenge and a complexity as well. If elected today, I hope to play my part in this future, and bring the skills and expertise and experience that I have to bear. So let me say a little bit about myself. My career is in banking from a point of view of my executive banking career that commenced in 1980 in South Africa for the first 17 years, I worked primarily for the Nedbank Banking Corporation. In 1997, we moved to Australia, where the rest of my executive banking career took place. I've been the CEO and the Managing Director of 2 Australian banks, St. George Bank from 2002 to 2007 and then Westpac Banking Corporation from 2008 to 2015. Those 7 years when I was the CEO of Westpac Banking Corporation were very important years, and I learned a lot in that period, earned valuable experience that's relevant for today's situation. We navigated the challenges of the 2008, 2009 global financial crisis, and also initiated and executed on the largest in-market merger of major banks within Australia. In my post-executive career, since leaving Westpac in 2015, I've held a portfolio of roles. Between 2016 and 2023, I've been a senior adviser for UBS. In current roles, I am on the Board of Singtel Communications, and I'm the Chair of the Compensation Committee. I'm on the Board of the Bretton Woods Committee, and I'm a member of the Group of 30. I'm a senior adviser to McKinsey. And in Australia, I'm an Adjunct Professor for the University of New South Wales. I'd like to conclude my remarks by saying I have the energy and the capacity to bring to this role. In addition to the financial management skills and risk management skills that I acquired through my banking career, I also have leadership experience and skills and ability to understand what it takes to execute on large scale transformation or integration programs. I'd like to thank you very much for your consideration. And again, may I say it's an honor to be here today. Thank you very much.
Thomas Kelleher
executiveThank you, Gail. We now proceed to agenda Item 8, the reelection and election of the Members of the Compensation Committee. The Board of Directors -- the Board of Directors proposes that Julie Richardson and Jeanette Wong be reelected and Fred Hu be elected as members of the Compensation Committee for a term of office of 1 year. We have no speakers for this. So with that, I close the discussion, and we proceed to the votes on agenda items 7 and 8 and start with the votes on agenda Item 7.1 to 7.12. So the Board of Directors proposes that Colm Kelleher, Lukas Gahwiler, Jeremy Anderson, Claudia Böckstiegel, William C. Dudley, Patrick Firmenich, Fred Hu, Mark Hughes, Nathalie Rachou, Julie Richardson and Jeanette Wong, each of whose term of office expires with the conclusion of the 2024 AGM be reelected, and Gail Kelly be elected for a 1-year term of office. Markus?
Markus Baumann
executive[Interpreted] With the televote that will carry out all new and reelections to the Board of Directors in 1 voting process. All the names of the members of the Board of Directors standing for election and reelection will now be displayed on your televoting screens. The 12 members of the Board of Directors are divided into a total of 4 screens on your televoting device. You can scroll to the next page. You're using the arrow at the bottom right and to the previous page with the arrow at the bottom left. These arrows with each flash until you've scrolled through all selections previous to the next page. As there is a total of 12 individual votes, the voting window will remain open for 40 seconds. Voting time is on now. [Voting]
Markus Baumann
executive[Interpreted] The results will be shown on screen in a minute, as usual. As you can see from the outcomes which are on screen, you have approved the Board's motions with vast majorities.
Thomas Kelleher
executiveThe AGM confirmed all members of the Board of Directors standing for reelection with me as Chairman and elected Gail Kelly as a new member of the Board of Directors. I congratulate all members on their election. I'm pleased that you will continue to support the Board of Directors in the future. Prior to this AGM, the reelected and new elected members of the Board of Directors informed me that they would accept their reelection an election in the event of a positive vote. We now proceed to the votes on agenda items 8.1 to 8. 3. The Board of Directors proposes that Julie G. Richardson and Jeanette Wong be reelected and Fred Hu be elected for a 1-year term of office as members of the Compensation Committee at its constitutional meeting, the Board of Directors intends to reappoint Julie Richardson as Chairperson of the Compensation Committee. Markus, please.
Markus Baumann
executive[Interpreted] This will also be taking place in one go. As soon as the time starts running, the members up for reelection or election will be displayed on your screen. The window for voting will be open for 12 seconds. Voting starts now. [Voting]
Markus Baumann
executive[Interpreted] We're again waiting for the results that will be displayed in a few seconds. You, in this case, have also followed the recommendation of the Board of Directors and have elected or reelected these members with a large majority.
Thomas Kelleher
executiveSo the AGM confirmed Julie G. Richardson and Jeanette Wong and elected Fred Hu as members of the Compensation Committee. I congratulate all 3 members on their reelection and election, and I'm pleased that you will continue to support the Compensation Committee in the future. Prior to this AGM, the reelected and newly elected members of the Compensation Committee informed me that they would accept their reelection and election in the event of a positive vote. We now move to agenda Item 9, the approval of compensation for the members of the Board of Directors of the Group Executive Board. For the following 4 compensation votes, I refer to the compensation report 2023 of UBS Group AG and the supplementary brochures, say-on-pay, that was sent to you together with today's AGM invitation. In both reports, the total compensation amounts to be voted on are explained in detail. We will first cover and discuss all 4 compensation votes and only then vote individually on all 4 total compensations in a single vote. After these introductory remarks, we begin with item -- agenda Item 9.1, the retroactive approval of an incremental amount of compensation for the members of the Board of Directors for the 2023 AGM to the 2024 AGM. As a result of the integration of Credit Suisse, we expanded the roles of certain members of the Board of Directors of UBS Group AG in 2023 to take on additional responsibilities in the Board of Directors of significant subsidiary entities. These nominations were and remain critical to strong -- providing strong governance and oversight of subsidiaries. Neither the acquisition of the Credit Suisse Group nor the appointments of subsidiary Board roles were anticipated with the maximum amount for the fees that the Board of Directors was submitted at the 2023 AGM. While the regular spend for the Board of Directors of UBS Group AG is within the approved amount, at today's AGM, we request that the shareholders approve a retroactive incremental amount of CHF 2.2 million for the period from the 2023 AGM to the 2024 AGM. I would like to note that the budgets approved at the AGMs for both CS and UBS would amount to a total of CHF 26 million. This means that we were able to achieve significant savings. We continue with Agenda Item 9.2, the approval of the maximum aggregate amount of compensation for the members of the Board of Directors from the 2024 AGM to the 2025 AGM. The proposed maximum aggregate amount of compensation for the members of the Board of Directors of CHF 16.5 million for the period from the '24 AGM to the '25 AGM is higher compared with the previous periods. The total amount includes the fees of certain UBS Group AG members for their mandate as explained in significant subsidiary entities after the Credit Suisse Group acquisition. Furthermore, the Compensation Committee reviewed the fee structure for the Board of Directors and proposes a higher fixed fee for the Chairman, as outlined by the Vice Chairman earlier. The fees for the just reelected and elected members of the Board of Directors including the fee for the full-time position of Vice Chairman remain the same as the previous year. We continue with Agenda Item 9.3, the approval of the aggregate amount of variable compensation for the members of the Group Executive Board for the 2023 financial year. I've already commented on our variable compensation decisions and proposals earlier in the discussion. Let me briefly summarize. In 2023, we added 4 GEB members to support the integration of the Credit Suisse Group. The proposed GEB performance award pool considers the changes in the GEB composition and reflects the significant progress in the integration. It also reflects that the group achieved underlying profitability following the closing of the acquisition and maintained its strong capital position. Overall, the performance award pool for the GEB increased by 34% to CHF 1.83 million. However, on a per capita basis, the variable compensation for the GEB members decreased -- fell by 6%. We proceed to agenda Item 9.4, the approval of the maximum aggregate amount of fixed compensation for the members of the Group Executive Board for the 2025 financial year. The Board of Directors proposes a maximum aggregate amount of fixed compensation for the members of the Group Executive Board of CHF 33 million for the 2025 financial year. The amount is unchanged from 2024. It includes base salaries, which remained unchanged since 2011 and a reserve that offers flexibility with regards to potential changes in the composition or the role of the Group Executive Board and other factors, for example, changes in exchange rates or benefits. The reserve was lowered compared to prior years. I will now open the discussion on the approval of compensation for the members of the Board of Directors of the Group Executive Board, and we have 1 speaker, Herr Röthlisberger.
Guido Röthlisberger
attendee[Interpreted] My name is Guido Röthlisberger from [ Colorado ]. The retroactive approval, well, I think that's sort of a ridiculous amount of CHF 2.2 million. Well, my question. I'm asking the Executive Board and the Board of Directors, don't you have entrepreneurial spirits. I think, well, in my business, these kinds of things were just taken -- from the cash reserve, we're just liquidated that without any complications, it's not about asking for an additional loan or something like that. So I'm wondering aren't you ashamed of yourselves that you have to ask for another CHF 2 million. You deal with billions every single day. I think you can still do a lot, save some face, and you can then, I think, withdraw this proposal to avoid an embarrassing vote. And then I'd like to say something regarding Item 9.3. I'd like to ask this Annual General Meeting to vote no on this item. And I'd also like to make a remark. For next year, maybe this can be adjusted instead of CHF 108 million of variable compensation, you could adjust that to CHF 33 million, same amount as for the fixed compensation because no one can work more than 200% and be serious in what they do and earn decent money. I think -- if people do that, then that is just calling for -- asking for a burnout and taking too much risk. I think the -- those millions -- CHF 108 million are asking for taking too much risk.
Thomas Kelleher
executiveAll right. Thank you very much for your comments, Mr. Röthlisberger. In the event of nobody else having anything to say, I close the discussion on the compensation votes and we proceed to the votes on the agenda items 9.1 to 9.4. I'll run through all concurrently. 9.1, the Board of Directors proposes that an incremental amount of CHF 2.2 million for the members of the Board of Directors for the period from the '23 AGM to the '24 AGM be approved. Item 9.2, the Board of Directors proposes that the maximum aggregate amount of compensation of CHF 16.5 million for the members of the Board of Directors for the period from the '24 AGM to the '25 AGM be approved. Item 9.3, the Board of Directors proposes that the aggregate amount of variable compensation of CHF 108,286,300 for the members of the Group Executive Board for the '23 financial year be approved. And finally, 9.4, the Board of Directors proposes that the maximum aggregate amount of fixed compensation of CHF 33 million for the members of the Group Executive Board for the 2025 financial year be approved. Markus, please.
Markus Baumann
executive[Interpreted] We will be voting on these 4 agenda items in 1 round. As soon as the time starts running, you will see these 4 items on 1 page of your screen of your televoter. The voting window will remain open for 15 seconds. Voting starts now. [Voting]
Markus Baumann
executiveWe're waiting for the results to come in. As you can see on the screen, a large majority of votes have approved the proposal of the Board of Directors.
Thomas Kelleher
executiveThe AGM approved the motions of the Board of Directors. We continue with item agenda 10. Agenda item 10. We start with agenda item 10.1, the reelection of the independent proxy, ADB Altorfer Duss & Beilstein AG, Zurich for a 1-year term of office expiring up to completion of the AGM in 2025. In accordance with Article 15 of the Articles of Association, the AGM elects the independent proxy. The Board of Directors proposes the reelection of ADB Altorfer Duss & Beilstein AG, Zurich, as independent proxy for a further term of office of 1 year. ADB, ADB Altorfer Duss & Beilstein AG, Zurich has confirmed to the Board of Directors that it has the independence required to exercise this mandate. Agenda Item 2, the reelection of the auditors, Ernst & Young Limited, Basel for the 2024 financial year as auditors for the consolidated and stand-alone financial statements of UBS Group AG. With Ernst & Young, we have a professional and efficient partner who fully meets the high requirements of a global financial company. The long-standing partnership has a decisive advantage that Ernst & Young is familiar with the structures, products and services of our company and can exercise its control function in an accordingly effective manner. Ernst & Young has informed the -- or confirmed to the Audit Committee that it has the independence required to perform its mandate. Agenda item 10.3, the reelection of special auditors, BDO AG Zurich for a 3-year term, Article 39, Paragraph 3 of our Articles of Association provide that the AGM may elect a special auditor for a 3-year term of office to issue audit confirmations required for capital increases. With BDO AG, we have a professional and efficient partner who fully meets the high requirements of a global financial company. I do have a question on #10. Again, it is Herr Röthlisberger.
Guido Röthlisberger
attendee[Interpreted] It's the last time I'm appearing, but the auditors are important for us. 10.3 -- item 10.3, the auditors also worked for Credit Suisse, and we all know about the end of Credit Suisse. Now, I'm asking myself as to whether the Board has checked alternatives -- alternative providers compared to these auditors. And I would also like to ask the Statutory orders with UBS, where they set their priorities. Well they only check on samples by samples, they do not do a full audit, a 100% audit -- and that is only in line with statutory procedures. Accounting is based on our entire philosophy, which is not always easy to understand. Of course, if we're talking about a long-term relationship that can easily be tacit agreements between the persons involved, that is why I'm asking whether the auditors primarily represent the interests of the Executive Board. And secondarily, the interests of the Board of Directors. And what's the position of shareholders -- shareholders' interest. Now if they find anything that is not quite in line with the rules, which may easily happen. And doesn't have to be by intention. But if they find such a thing, is it always an automatically reported to the Board of Directors? Or not? Thank you for honest and constructive answer, please.
Thomas Kelleher
executiveThank you, Herr Röthlisberger. I think I addressed those issues in terms of due diligence. Just to remind the room pursuant to Swiss corporate law, our financial statements must be audited by an auditing firm subject to government supervision. The authority to elect the strategy auditor for a term of office of 1 year is with this Annual General Meeting, the statutory auditor may only accept such election if it meets applicable independence requirements. EY is our statutory auditor and fulfills the duties assigned it by law. BDO has been elected as UBS's special auditors for many years. It has been noted that the special auditors are responsible providing the legally required attestations in case of capital increases in accordance with Article 39, Paragraph 3 of our Articles of Association. Since no further speakers have registered, I close the discussion, and we'll proceed to the votes on the agenda items 10.1, 10.2 and 10.3. 10.1, the Board of Directors proposes that ADB Altorfer Duss & Beilstein AG, Zurich be reelected as the independent proxy for a 1-year term of office expiring after completion of the AGM in 2025. 10.2, the Board of Directors proposes that Ernst & Young Limited Basel be reelected for the 2024 financial year as auditors for the consolidated and stand-alone financial statements of UBS Group AG and 10.3, the Board of Directors proposes that BDO AG Zurich be reelected for a 3-year term of office as special auditors. Markus?
Markus Baumann
executive[Interpreted] We should vote on these 3 final items in 1 single round. As soon as the voting time is open, the 3 votes will be displayed on the screen on 1 page of your screen. The voting window is now open and will be for 12 seconds. [Voting]
Markus Baumann
executive[Interpreted] For the last time, we're waiting for the results. Bear with me for a second. As you can see from the results on the screen, 99.53% have approved the independent -- the reelection of the independent proxy, 93.15% reelection of the statutory auditors and 98.71% for the reelection of the special auditors.
Thomas Kelleher
executiveThank you. The AGM approved all 3 motions of the Board of Directors. I congratulate ADB Altorfer Duss & Beilstein AG, Ernst & Young AG and BDO AG on their reelection. Dear shareholders, I would like to thank you for the confidence you have placed in UBS Group AG and me by approving the proposals of the Board of Directors. The detailed voting results and today's speeches will be published on our website following this AGM. And within the next 2 weeks, we will also upload the short minutes of today's AGM there. The next AGM of UBS Group AG will take place on the 11th of April 2025 and again here in the St. Jakobshalle in Basel. I now invite you to [indiscernible]. I wish you lively conversations and then a safe return home. Please, can I ask you to hand in your voting devices when you leave the hall. I now, ladies and gentlemen, close the AGM. Thank you very much.
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