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March 5, 2013 5:29 pm
Roche is to appoint a new non-executive chairman next year, completing a change at the top of the two leading Swiss pharmaceutical groups and paving the way for an easing of tension with its rival Novartis.
Franz Humer, 68, Roche’s chairman, told investors at the annual general meeting on Tuesday he would step down in 2014, and the board had agreed that his successor would follow his lead by not recombining the post with that of chief executive.
His decision came after Daniel Vasella, 59, the non-executive chairman of Novartis, in January announced his departure effective this month, triggering a fierce debate over his planned SFr72m ($76.3m) post-retirement “golden gag” non-compete agreement over the coming six years.
In sharp contrast, Mr Humer – who received SFr8.7m last year compared with Mr Vasella’s SFr13.1m – stressed a long term succession strategy at Roche over the coming 12 months. He told the Financial Times his company did not offer “golden parachutes” although the board has offered him a bonus “at the appropriate time”.
Mr Humer and Mr Vasella, who co-ordinated a 30 per cent acquisition of Roche’s shares, have had a tense personal relationship, and observers have suggested changes at the top of both companies could ease potential partnerships or a change in the ownership structure.
However, Mr Humer said: “The two companies follow two diametrically opposed strategies and I don’t see any need to discuss [the shareholding].”
In a speech to investors during the morning, he said he had decided to step down because of his age, the value of fresh ideas and his legacy. “Our results in 2012 and the outlook for the coming years both show that Roche is in excellent shape,” he said.
He laid out Roche’s new corporate governance strategy, the first company to do so since Swiss voters overwhelmingly backed legal changes that substantially strengthen shareholders’ powers to regulate executive pay, but which critics have suggested will scare companies away from Switzerland.
In line with the vote Roche’s shareholders will, from next year, directly elect board directors, with annual votes for the chairman and the head of the remuneration committee, and approve their remuneration.
Mr Humer also stressed that Roche’s board pay had remained unchanged for the past 12 years, it would make no performance related pay outs for the period 2010-12, and it has introduced a clawback on options in the event of serious misconduct by directors.
He refused to criticise the planned legislation or comment on whether he felt it would create difficulties in hiring non-Swiss top executives. “We will follow the law,” he said. “It’s extremely attractive to work for a company like Roche and to work in Switzerland. We will find the right balance.”
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