|
The following explanations contain fundamental information for the Vetropack Group as laid out in the Corporate Governance Guidelines defined by the SIX Swiss Exchange as per 1st July 2002. resp. 1st January 2008.
Operational Group Structure
details
Group Companies, Shareholdings in Other Companies and ercentage of Shares
details
Capital Structure and Shareholders
For details of the share capital refer to note 12 on page 42 in the Annual Report 2008. Vetropack Holding Ltd does not issue options on participation rights.
Dividend
Registered and bearer shares are dividend bearing.
| List of Major Shareholders with Holdings > 3% |
| |
| |
31.12.2008 |
31.12.2009 |
| |
No. of
Registered
Shares |
No. of
Bearer
Shares |
% Voting
Rights |
No. of
Registered
Shares |
No. of
Bearer
Shares |
% Voting
Rights |
Cornaz AG-Holding
Oberrieden |
678 629 |
20 347 |
61.78 |
689 796 |
19 347 |
63.66 |
Elisabeth Leon-Cornaz
St-Prex |
56 868 |
|
5.03 |
56 868 |
|
5.04 |
La Licorne Holding SA*
Martigny |
50 722 |
|
4.48 |
50 722 |
|
4.49 |
Paul-Henri Cornaz
Luzern |
60 167 |
648 |
5.36 |
40 000 |
648 |
3.60 |
|
| |
|
*During the year under review the shares of Claude Maurice Cornaz were transferred to his La Licorne Holding SA.
A shareholders' lock-in agreement exists between the shareholders of Cornaz Holding Ltd. A shareholders' agreement exists between Cornaz Holding Ltd and the shareholders mentioned above as well as two further shareholders. The core elements of both agreements are:
- Uniform exercise of voting rights at the AGA
- Mutual obligation to offer shares to parties to the agreement
|
Board of Directors (BoD)
Principles Underlying the Voting Procedure for Members of the Board of Directors and their Terms of Office
BoD members are elected by the Annual General Assembly of shareholders (AGA) for a period of three years.
The BoD constitutes itself and elects from amongst its members a President, a Vice President and one or more Delegates. It also elects a Secretary, who need not be a BoD member.
BoD Duties
The BoD performs its duties as laid out in the Swiss Code of Obligations (CO) 716a items one to five.
The BoD Chairman has the following additional main duties:
- Preparing and drawing up the invitations to the AGA jointly with the CEO.
- Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation
jointly with the CEO.
- Chairing the AGA and the BoD meetings.
- Monitoring the implementation of resolutions passed by the AGA and BoD.
- In urgent cases, the BoD Chairman can conclude transactions that fall within the competence of
the BoD by executive decision. Any such actions are communicated in writing without delay
to the BoD.
Respective Areas of Responsibility for the BoD and Management Board (MB)
The duties that the BoD has not reserved to itself as laid out in CO 716a items one to five are delegated to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but is also fully responsible for the operational management of the Group.
Working Methods
The BoD forms no committees. The BoD carries out its overall supervisory and monitoring role by receiving oral and written reports from the MB at five regular meetings per annum, by consulting amongst its members, and by reaching decisions in relation to any motions raised. Extraordinary BoD meetings may be held as necessary. Meetings normally last at least half a day. The head auditor is invited to the March meeting to report on the audit and its results. Moreover, a two-day strategy meeting is held annully in August. At least one monthly meeting is held, exclusively involving the BoD Chairman, the CEO, and the CFO. They discuss operational topics, preparations for ordinary meetings, as well as reports from Internal Audit. The BoD is regularly informed regarding the Groupís commercial state of affairs and planning via written Monthly, Quarterly, Semi-Annual and Annual Reports, as well as dossier planning at both company and Group levels (three year plans). The Board of Directors will determine the content and scope of the internal audit that is carried out annually. To this end it approves the issuing of instructions to an external company. The companies to be audited are determined on the basis of topic areas. The BoD delegates the implementation of any necessary measures to the MB and verifies that these have been implemented by means of periodic feedback via internal auditing.
Risk Assessment
Vetropack Holding Ltd utilises a risk management system that enables the identification, early recognition, and analysis of risks in order for the company to take appropriate action. The system’s scope includes strategic, operational, financial, and compliance risks. It covers not only Vetropack Holding Ltd's risks, but also the key risks of its subsidiaries.
All systematically identified risks are listed according to rank. This risk ranking system is formulated from a risk probability matrix. Management is actively involved in drawing up annually the matrix and in keeping it up to date. During the year under review, the Board of Directors dealt with the topic of risk assessment in its August meeting.
Members of the Board of Directors (BoD)
Elections for fiscal years 2009 - 2011 were held at the 2009 AGA.
Members of the BoD for Vetropack Holding Ltd do not sit with other BoD members on the boards of other listed companies, nor are there any business relationships between the BoD members and Vetropack Holding AG. Four BoD members (Claude R. Cornaz, Werner Degen, Jean-Philippe Rochat and Hans R. Rüegg) also act as directors of other listed companies.
Members of the Management Board (MB)
*Rudolf Schraml passed away on 18th June 2009. His function will be filled ad interim by Eduard Steininger, Head of Finance and Administration of Business Division Switzerland/Austria.
There are no management agreements between Vetropack Holding Ltd and companies or individuals outside the Group.
Remuneration, Shareholdings and Loans
Content and Method of Determining Remuneration
The remuneration level allocated to BoD members is determined by the BoD as a whole, within the framework of the remuneration concept. Only fixed cash benefits are paid. No share nor option plans exist.
The remuneration level allocated to MB members is determined upon CEOõs request by the Chairman of the BoD within the framework of the remuneration concept. In addition to a basic remuneration level reflecting the responsibility borne by an individual, there is a variable performance related component of up to 60% of basic remuneration, which is based on the results of the business unit and/or the Group. Remuneration is not made in the form of shares, options, nor loans. Details relating to remuneration and disclosure, as specified in CO Art. 663b and 663c, can be found on pages 53 and 54 of the Business report.
Shareholder's Participation Rights
Voting Rights, Voting Rights Restrictions and Representation
Each registered or bearer share has one voting right.
There is no representation restriction in respect to bearer shares. Registered shares can only be represented by other holders of registered shares (persons or legal entities).
Statutory Quorums
The Articles of Association of Vetropack Holding Ltd specify only the statutory requirements as laid out in Articles 703 and 704 of the Code of Obligations.
Convocation of the AGA
The invitation is issued at least 20 days prior to proposed date of the assembly. Within the invitation the shareholders are informed of business items to be negotiated during the assembly, as well as motions proposed by the BoD and by shareholders who have demanded that a given business item be placed on the agenda.
Extraordinary General Assemblies (EGAs) are convened as necessary and as defined by legal precedent.
Shareholders representing at least one tenth of the share capital can demand the convocation of an EGA at any time.
Composition of the Agenda for the AGA
Shareholders who represent shares with a nominal value of CHF 1,000,000 can demand that a business item be placed on the agenda. This request must be submitted in writing to the Chairman of the BoD at least 40 days prior to AGA.
Transfer Provisions
There are no ownership or transfer restrictions for registered or bearer shares. Transfers of registered shares must be reported to the Shareholder's office of Vetropack Holding Ltd.
Registrations in the Share Register
For the voting right to be exercised, registration must take place at least 20 days prior to the AGA.
Changes of Control and Defence Measures
There is no statutory regulation in relation to "opting-out" or "opting-up". There are no clauses on changes of control in favour of members of the BoD or the MB.
Auditors
Mandate
Ernst & Young AG have been auditors for Vetropack Holding Ltd since 1995. The head auditor has
been responsible for the auditing mandate since 2006. The head auditor is changed every seven
years.
Fees
During the year under review, Ernst & Young Ltd invoiced Vetropack Group the sum of CHF 0.3 million for auditing services regarding accounts of individual Group companies as well as consolidated accounts. Some of the Group companies are audited by other auditors. Moreover, Ernst & Young Ltd also charged Vetropack Group a fee in the sum of CHF 0.07 million for advisory services relating to taxes, as well as CHF 0.02 million for transaction advice.
Supervisory and Control Instruments Vis-à-Vis the Auditors
Supervisory and Control Instruments Vis-‡-Vis the external Auditors. At the ordinary November meeting the entire BoD reviews the scope and key aspects of the external audit, including key aspects for auditing the internal control system of the current year. At the ordinary March meeting all BoD members are informed of audit results both in writing (Auditorõs Report, Group Auditorõs Report, Management Letter, Explanatory Notes) and verbally (the lead auditor attends the BoDís March meeting). In February the main points and results of audits carried out at subsidiaries are also discussed with auditors at the ordinary meetings of the governing body of each subsidiary. A member of the BoD is present at these meetings. With the help of the above-mentioned information sources, the BoD annually assesses both the statutory auditorsí and group auditorís performance and independence during the march meeting. The BoD annually analyses the development of external audit costs (multiple year comparison).
Information Policy
Vetropack Holding Ltd Provides Information Through the Following Channels:
Annual Report, Annual Press Conference, Annual General Meeting, and Semi-Annual Report. Current information is available via the company’s website at www.vetropack.com..
|
