On behalf of the Board of Directors and the Remuneration Committee, I am pleased to share with you our Remuneration Report for fiscal year 2022. In it, we outline our remuneration policies and the decisions made in relation to the 2022 compensation of the Board of Directors and the Global Executive Committee. Dufry strives to be a global employer of choice and has a compensation system in place that fosters the successful achievement of our strategic and financial targets, as well as sustainable growth and long-term value creation for our shareholders.
2022 was a year of strong growth and positive momentum for Dufry. By the end of 2022, we were able to increase turnover by 76.1 % (in constant FX) compared to fiscal year 2021 to CHF 6,878.4 million and Equity Free Cash Flow amounted to CHF 305.2 million from CHF –33.4 million in the previous year. CORE EBITDA reached CHF 606.2 million, which is an increase of 57.0 % compared to 2021. These results are outstanding, especially since our teams achieved those despite travel disruptions and capacity caps at airports due to the COVID-19 pandemic during certain periods of the year, rising inflation and energy prices, as well as volatile foreign exchange rates and geopolitical uncertainties. For further details on our performance, please refer to the Letters of our CEO and CFO.
Xavier Rossinyol was appointed as Dufry’s CEO effective June 1, 2022, and (re-)joined Dufry already on March 1, 2022 as designated CEO and member of the Global Executive Committee. He succeeded Julián Díaz who stepped down from his position as CEO on May 31, 2022 and did not stand for re-election as a member of the Board of Directors at the Annual General Meeting (AGM) of 2022. Two other members of the Board of Directors, Jorge Born and Steven Tadler, did not stand for re-election either. The Board of Directors would like to take the opportunity to thank the three of them for their long-standing commitments and very valuable contributions to Dufry.
On July 11, 2022, Dufry announced that it will join forces with Autogrill. This transaction will set a new industry standard and anticipate consumer trends through an enhanced experience for passengers and greater benefits for concession partners and brands. The new combined entity will generate immediate value for customers and shareholders. As part of the transaction, Dufry held an Extraordinary General Meeting (EGM) on August 31, 2022, which approved several agenda items related to the business combination. Edizione, the indirect majority shareholder of Autogrill, transferred its 50.3 % stake in Autogrill to Dufry and is represented on the Dufry Board of Directors by Alessandro Benetton (Chairman of Edizione and former Board member of Autogrill) as Honorary Chairman and Enrico Laghi (CEO of Edizione) as Vice Chairman. Their election became effective upon the completion of the share transfer, which occurred on February 3, 2023. In addition, Mr. Laghi was also elected as member of the Remuneration Committee at the same EGM. On behalf of the entire Board of Directors, I would like to warmly welcome both of them to the Dufry Board and look forward to working closely with them.
In terms of the constitution of the Board of Directors, the function for the oversight of Environmental, Social and Governance (ESG) topics (held by the Lead Independent Director) and the Nomination Committee were combined into the new Nomination and ESG Committee. Heekyung Jo Min, the Lead Independent Director, was appointed Chairwoman of the Nomination and ESG Committee. In addition, and in conjunction with the combination with Autogrill, the Board of Directors decided to introduce a new Strategy and Integration Committee, which was constituted at completion of the share transfer on February 3, 2023. Furthermore, on January 1, 2023, Katrin Volery joined the Global Executive Committee as our new Chief People Officer. With her appointment, we further strengthen our focus on people, culture and talent development.
During fiscal year 2022, the Remuneration Committee focused its activities on the annual review of the remuneration programs for the Board of Directors and the Global Executive Committee as well as the performance objectives setting and assessment for the short-term and long-term incentive plans. In particular, it assessed whether and which ESG targets may be integrated into the compensation structure of the Global Executive Committee and how to add a relative Total Shareholder Return (TSR) metric to the compensation. The following changes were implemented in the remuneration programs and principles:
- With the acceleration of our business, the performance objectives for 2022 reflect the focus areas of growth and cash generation. The metrics for the annual bonus consist of Turnover, with a 50 % weighting, and Equity Free Cash Flow, with a 50 % weighting;
- The Performance Share Units (PSU) plan was continued to foster the long-term commitment and pay-for-performance alignment of our executives. The PSU granted in fiscal year 2022 are subject to three performance conditions: Cumulative Adjusted EPS with a 50 % weighting (unchanged to the previous year), Relative TSR with a 25 % weighting (new KPI), and an ESG target with a 25 % weighting (new KPI). The ESG target consists of three different KPIs related to material areas from a business and stakeholder perspective, each with a weighting of ¹⁄3 of the ESG target. All targets are disclosed prospectively. The objectives of the 2022 PSU plan reflect the mid- and long-term priorities of the Group and take into account the feedback received from shareholders in the past. The three-year performance period of the PSU remained unchanged compared to earlier PSU plans;
- The incentive opportunities (target annual bonus and grant value of PSU in percentage of the base salary) for the new CEO reflect the strong pay-for-performance principle and take into account the significant increase in the size and complexity of Dufry Group after the combination with Autogrill.
- Three members of the Global Executive Committee received a base salary increase in 2022 to take into account the increased scope of their functions and responsibilities in the past three years. The other members of the Global Executive Committee did not receive any increase in the base salary during fiscal year 2022.
The Remuneration Committee also performed its regular activities throughout the year, including the review of the remuneration for each member of the Board of Directors and the Global Executive Committee as well as the preparation of this Remuneration Report and the voting proposals on the remuneration to the General Meeting of Shareholders. We believe that with the changes done during fiscal year 2022, the performance alignments of our executive remuneration programs have been further strengthened and are in line with our long-term business strategy and shareholder interests.
At the AGM in May 2022, shareholders could express their opinion on our remuneration programs and principles in a consultative vote on the Remuneration Report 2021. Further, the shareholders approved the maximum aggregate remuneration amounts for the Board of Directors and the Global Executive Committee in two binding votes. The voting results of 85.49 % on the Remuneration Report, 91.50 % on the maximum aggregate compensation of the Board of Directors and 94.24 % on the maximum aggregate compensation of the Global Executive Committee are a demonstration of the support of our shareholders regarding our compensation programs and decisions. At the EGM in August 2022, the proposal by the Board of Directors to increase the maximum aggregate amount of compensation for the Board of Directors by TCHF 350 to CHF 8.85 million for the period AGM 2022 to AGM 2023 due to the expansion of the Board of Directors as a result of the Autogrill transaction was approved by 94.15 % of the votes represented.
On behalf of the Board of Directors and the Remuneration Committee, I would like to thank you all for your continued contributions and your confidence in Dufry. I trust that you will find this report informative. As in previous years, we will submit the Remuneration Report 2022 for a consultative vote at our AGM on May 8, 2023.
Luis Maroto Camino
Chairman of the Remuneration Committee
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