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Corporate Governance and Compensation Report
Corporate Governance and Compensation Report

Compensation details and additional information for executive members of the Board of Directors 1

CHF, except where indicated a

Name, function 2

For the year

Base salary

Annual incentive award (cash)

Annual incentive award (shares; fair value) b

Discretionary award (options; fair value) c

Benefits in kind d

Contributions to retirement benefits plans e

Total

Marcel Ospel, Chairman

2007

2,000,000

0

0

0

307,310

261,069

2,568,379

Stephan Haeringer, Executive Vice Chairman

2007

1,500,000

0

0

0

111,808

261,069

1,872,877

Marco Suter, Executive Vice Chairman

2007

1,125,000

0

0

0

70,820

155,252

1,351,072

1 Individual compensation figures of the previous year will be disclosed from 2008 onwards. 2 2007: Marcel Ospel and Stephan Haeringer are executive members in office as of 31 December 2007; Marco Suter stepped down during the year as a member of the Board of Directors. His 2007 payment is pro-rata for the nine months served as executive Vice Chairman.

Remuneration details and additional information for non-executive members of the Board of Directors1

CHF, except where indicated a

Name, function 2

Audit Committee

Compensation Committee

Nominating Committee

Corporate Responsibility Committee

For the period AGM 2007 / 2008

Base fee

Committee retainer

Benefits in kind

Additional payments

Total

Share percentage

Number of shares3

Ernesto Bertarelli, member

M

2007/2008

325,000

150,000

0

0

475,000

100

14,677

Gabrielle Kaufmann-Kohler, member

M

M

2007/2008

325,000

250,000

0

0

575,000

50

9,349

Sergio Marchionne, member

M

2007/2008

325,000

200,000

0

0

525,000

100

16,226

Rolf A. Meyer, member

M

C

2007/2008

325,000

650,000

0

0

975,000

50

15,853

Helmut Panke, member

C

2007/2008

325,000

250,000

0

0

575,000

50

9,349

Peter Spuhler, member

M

2007/2008

325,000

200,000

0

0

525,000

100

16,226

Peter Voser, member

M

2007/2008

325,000

300,000

0

0

625,000

50

10,162

Lawrence A. Weinbach, member

C

2007/2008

325,000

600,000

0

0

925,000

50

15,040

Joerg Wolle, member

M

2007/2008

325,000

150,000

0

0

475,000

100

14,677

Legend: C = Chairman of the respective committee; M = Member of the respective committee

1 Individual compensation figures for the previous period will be disclosed from 2008 onwards. 2 There are nine non-executive members of the Board of Directors in office as of 31 December 2007. Sergio Marchionne was appointed to the Board of Directors at the 2007 annual general meeting. 3 Number of shares is reduced in case of the 100% election to deduct social security contribution. All remuneration payments are submitted to social security contribution / taxes at source.

Total payments to all members of the Board of Directors 1

CHF, except where indicated a

For the year 2

Total

Aggregate of all (executive and non-executive) members of the Board of Directors

2007

11,467,328

1 The previous year will be disclosed from 2008 onwards. 2 For non-executive members of the Board of Directors: period AGM 2007 / 2008.

Total compensation for all members of the Group Executive Board 1

CHF, except where indicated a

Name, function

For the year

Base salary

Annual incentive award (cash)

Annual incentive award (shares; fair value) b

Discretionary award (options; fair value) c

Benefits in kind d

Contributions to retirement benefits plans e

Total

Rory Tapner, Chairman and Chief Executive Officer Asia Pacific (highest-paid)

2007

1,291,960

4,501,900

4,501,904

0

10,256

900

10,306,920

Aggregate of all members of the Group Executive Board (GEB) who were in office as of 31 December 2007 2

2007

6,995,885

15,305,667

15,305,708

0

532,706

912,974

39,052,939

Aggregate of all members of the GEB who stepped down during 2007 3

2007

2,511,947

23,042,376

6,750,036

0

406,567

275,635

32,986,561

1 Compensation figures for the previous year will be disclosed from 2008 onwards. 2 Number and distribution of senior executives: eight Group Executive Board members in office as of 31 December 2007, including three months for both Marco Suter and Joseph Scoby. 3 Takes into the account the period executives were active members of the Group Executive Board: nine months in office for Huw Jenkins and Clive Standish and six months for Peter Wuffli.

Compensation paid to former members of the Board of Directors and Group Executive Board1

CHF, except where indicated a

Name, function

Compensation

Benefits in kind

Total

Alberto Togni, former member of the Board of Directors (BoD)

318,401

502,478

820,879

Philippe de Weck, former member of the BoD (Union Bank of Switzerland)

0

129,701

129,701

Robert Studer, former member of the BoD (Union Bank of Switzerland)

0

260,162

260,162

Georges Blum, former member of the BoD (Swiss Bank Corporation)

0

90,803

90,803

Aggregate of all former members of the Group Executive Board (GEB) 2

0

257,791

257,791

Aggregate of all former members of the BoD and GEB

318,401

1,240,935

1,559,336

1 Compensation or remuneration that is connected with the former members' activity on the Board of Directors or Group Executive Board, or that is not at market conditions. 2 Includes four former Group Executive Board members.

Explanations of compensation details for executive members of the BoD and members of the GEB:

a) Local currencies are converted into CHF using the exchange rates as detailed in Note 37 of Financial Statements 2007.

b) Values per share at grant: CHF 36.15 / USD 33.55 for shares granted in 2008 related to the performance year 2007. CHF prices are average price of UBS shares at virt-x over the last ten trading days of February, and USD prices are average price of UBS shares at the New York Stock Exchange (NYSE) over the last ten trading days of February in the year in which they are granted. Share awards in this report are disclosed at fair value for the performance year for which they were granted. This differs from the recognition of share-based compensation expense in UBS’s financial statements, which is based on International Financial Reporting Standards (IFRS). Until 2007, IFRS required the recognition of the fair value of share-based payments to employees as a compensation expense over the service period (typically equivalent to the vesting period).

c) For the performance year 2007, no options were granted in 2008. In line with the “accrual principle” outlined by the SWX Swiss Exchange (SWX) in September 2007, UBS has amended its reporting of basic stock option grants in this report to align them with the performance year for which they were awarded, rather than show them in the year in which they were actually granted. According to UBS’s previous disclosure, total compensation of the executive members of the Board of Directors (BoD) and the Group Executive Board (GEB) would have been down by 60% compared to 2006, and the Chairman of the BoD’s compensation would have decreased 81%. This presentation differs from previous years, where options were included in the grant year. It also differs from the recognition of share-based compensation expense in UBS’s financial statements (see Note 30 in Financial Statements 2007).

d) Benefits in kind: car leasing, company car allowance, staff discount on banking products and services, health and welfare benefits and general expense allowances all valued at market price.

e) In 2007, the Swiss pension plan converted to a Swiss defined contribution model. Swiss senior executives participate in the same plan as all other employees. Under this plan, employees receive a company contribution to the plan which covers compensation up to CHF 795,600. The retirement benefits consist of a pension, a bridging pension and a one-off payout of accumulated capital from the bonus plan. Employees must also contribute to the plan. This figure excludes the mandatory employer’s social security contributions (AHV, ALV) but includes the portion attributed to the employer’s portion of the legal BVG requirement. The employee contribution is included in the base salary and annual incentive award components. In both the US and the UK, senior executives participate in the same plans as all other employees. In the US there are two different plans, one of which operates on a cash balance basis and entitles the participant to receive a company contribution based on compensation limited to USD 250,000. US senior executives may also participate in the UBS 401K defined contribution plan (open to all employees), which provides a company matching contribution for employee contributions. In the UK, senior executives participate in either the principal pension plan, which is limited to an earnings cap of GBP 100,000, or a grandfathered defined benefit plan which provides a pension on retirement based on career average base salary (uncapped).

Share and option ownership of members of the Board of Directors as of 31 December 2007

Name, function 1

For the year

Number of shares held

Voting rights in %

Number of options held

Potentially conferred voting rights in % 2

Type and quantity of options 3

Marcel Ospel, Chairman

2007

769,483

0.068

940,000

0.083

xii:
xiv:
xv:

390,000
300,000
250,000

Stephan Haeringer, Executive Vice Chairman

2007

487,053

0.043

535,000

0.047

vii:
ix:
x:
xii:
xiv:
xv:

80,000
80,000
80,000
120,000
100,000
75,000

Ernesto Bertarelli, member

2007

48,411

0.004

0

0

Gabrielle Kaufmann-Kohler, member

2007

3,303

0.000

0

0

Sergio Marchionne, member

2007

45,800

0.004

0

0

Rolf A. Meyer, member

2007

50,562

0.004

0

0

Helmut Panke, member

2007

13,206

0.001

0

0

Peter Spuhler, member

2007

67,092

0.006

0

0

Peter Voser, member

2007

11,580

0.001

0

0

Lawrence A. Weinbach, member

2007

45,520

0.004

0

0

Joerg Wolle, member

2007

7,709

0.001

0

0

1 This table includes vested, unvested, blocked and unblocked shares and options held as of 31 December 2007. 2 No conversion rights are outstanding. 3 For details of option plans and terms, see the table on page 138.

Share and option ownership of members of the Group Executive Board as of 31 December 2007

Name, function 1

For the year

Number of shares held

Voting rights in %

Number of options held

Potentially conferred voting rights in %2

Type and quantity of options3

Marcel Rohner, Group Chief Executive Officer (CEO) and Chairman & CEO Investment Bank

2007

501,846

0.044

990,000

0.088

ix:
x:
xii:
xiv:
xv:

30,000
200,000
260,000
300,000
200,000

John A. Fraser, Chairman and CEO Global Asset Management

2007

461,764

0.041

1,074,232

0.095

i:
iv:
vi:
viii:
xi:
xiii:
xiv:
xv:

52,560
71,672
120,000
120,000
160,000
190,000
200,000
160,000

Peter Kurer, Group General Counsel

2007

292,762

0.026

350,000

0.031

x:
xii:
xiv:
xv:

80,000
90,000
90,000
90,000

Joseph Scoby, Group Chief Risk Officer

2007

509,571

0.045

533,682

0.047

ii:
iv:
v:
viii:
xi:
xiii:
xiv:
xv:

4,000
57,590
40,000
100,000
133,092
52,000
66,000
81,000

Walter Stuerzinger, Chief Operating Officer Corporate Center

2007

209,442

0.019

350,000

0.031

vii:
x:
xii:
xiv:
xv:

30,000
60,000
80,000
90,000
90,000

Marco Suter, Group Chief Financial Officer

2007

235,757

0.021

355,000

0.031

x:
xii:
xiv:
xv:

60,000
120,000
100,000
75,000

Rory Tapner, Chairman and CEO Asia Pacific

2007

514,365

0.046

1,294,486

0.115

iii:
vi:
ix:
x:
xii:
xiv:
xv:

264,486
200,000
200,000
160,000
150,000
160,000
160,000

Raoul Weil, Chairman and CEO Global Wealth Management & Business Banking

2007

212,934

0.019

405,752

0.036

vi:
xii:
xiv:
xv:

50,000
95,976
120,000
139,776

1 This table includes vested and unvested shares and options held as of 31 December 2007. 2 No conversion rights are outstanding. 3 For details of option plans and terms, see the table on page 138.

Vested and unvested options held by executive members of the Board of Directors and by members of the Group Executive Board as of 31 December 2007

Type

Number of options

Year of grant

Vesting date

Expiry date

Subscription ratio

Strike price

i

52,560

2001

20/02/2004

20/02/2009

1:1

CHF 50.00

ii

4,000

2002

28/02/2005

28/02/2012

1:1

USD 23.12

iii

264,486

2002

20/02/2005

31/01/2012

1:1

CHF 38.88

iv

129,262

2002

31/01/2005

31/01/2012

1:1

USD 22.63

v

40,000

2002

28/06/2005

28/06/2012

1:1

USD 24.85

vi

370,000

2002

28/06/2005

28/06/2012

1:1

CHF 40.38

vii

110,000

2002

28/06/2005

28/12/2012

1:1

CHF 40.38

viii

220,000

2003

31/01/2006

31/01/2013

1:1

USD 24.00

ix

310,000

2003

31/01/2006

31/07/2013

1:1

CHF 32.50

x

640,000

2004

28/02/2007

28/02/2014

1:1

CHF 51.88

xi

293,092

2004

28/02/2007

28/02/2014

1:1

USD 40.63

xii

1,305,976

2005

01/03/2008

28/02/2015

1:1

CHF 55.75

xiii

242,000

2005

01/03/2008

28/02/2015

1:1

USD 47.75

xiv

1,526,000

2006

01/03/2009

28/02/2016

1:1

CHF 77.33

xv

1,320,776

2007

01/03/2010

28/02/2017

1:1

CHF 78.50

Loans granted to members of the Board of Directors as of 31 December 2007

CHF, except where indicated a

Name, function 1

Mortgages

Other loans granted

Total

Marcel Ospel, Chairman

11,000,000

0

11,000,000

Stephan Haeringer, Executive Vice Chairman

0

0

0

Ernesto Bertarelli, member

0

0

0

Gabrielle Kaufmann-Kohler, member

0

0

0

Sergio Marchionne, member

0

0

0

Rolf A. Meyer, member

480,000

0

480,000

Helmut Panke, member

0

0

0

Peter Spuhler, member

0

0

0

Peter Voser, member

0

0

0

Lawrence A. Weinbach, member

0

0

0

Joerg Wolle, member

0

0

0

Aggregate of all members of the Board of Directors

11,480,000

0

11,480,000

1 No loans have been granted to related parties of the Board of Directors members at conditions not customary in the market. For this purpose UBS considers loans granted on the terms available to UBS employees to be at arm's length.

Loans granted to members of the Group Executive Board

CHF, except where indicated a

Name, function 1

Mortgages

Other loans granted 2

Total

Joseph Scoby, Group Chief Risk Officer

0

3,145,796

3,145,796

Aggregate of all members of the Group Executive Board

3,487,000

3,145,796

6,632,796

1 No loans have been granted to related parties of the members of the Group Executive Board at conditions not customary in the market. For this purpose UBS considers loans granted on the terms available to UBS employees to be at arm's length. 2 Guarantees.

Mise à jour du: 22 avril 2008, 10:51

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