Syngenta AG (SYT)

Executive Compensation Policy and Programs

Syngenta’s executive compensation programs are designed to attract, retain and motivate internationally oriented, successful executives.The policies are guided by the principle of rewarding and encouraging performance.

The compensation of Executive Directors, members of the Executive Committee and the Senior Managing Group consists of a base salary and performance related awards. These awards are based on financial measures and on individual performance. Performance related awards include short and long-term incentives and consist of cash, deferred shares, restricted stock units (RSU) and stock options (deferred American Depositary Shares "ADS", RSU for ADS and options on ADS for United States participants). The short-term incentive awards are divided into a cash portion and a portion of deferred shares (deferred ADS for United States participants) under the terms of the Deferred Share Plan (DSP) and encourage the plan participants to achieve performance objectives. The long-term incentive programs are equity-based; stock options and restricted stock units (RSU) (or options on ADS and RSU for ADS for United States participants) and encourage the plan participants to focus on the performance and the growth of the Company and to align with the interests of shareholders.

The compensation of non-executive Directors consists of an annual fee paid in cash. The choice to receive part of the fee in the form of stock options has been replaced by the choice to receive shares from 2006 onwards under the terms of the Syngenta Share Plan for Non-Executive Directors. The non-executive Chairman receives a part of his compensation in the form of blocked shares.

Executive Compensation Policy and Programs

Syngenta’s executive compensation principles are designed to attract, retain and motivate internationally oriented, successful executives. The aim is to provide appropriate rewards in a competitive employment market and support the development of a high performance environment. The elements of total compensation for the Chairman, Chief Executive Officer, members of the Executive Committee and the Senior Management Group are base salary, annual cash and equity-based incentive awards. Total individual compensation at target performance level relates to market median for comparable companies with the opportunity for substantial higher compensation for outstanding performance. The incentive awards generally represent a significant part of total compensation. Cash and equity-based incentive awards depend on Company and individual performance. Equity-based compensation consists of stock options and deferred shares.