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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% |
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31.12.2008 |
31.12.2007 |
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No. of
Registered
Shares |
No. of
Bearer
Shares |
% Voting
Rights |
No. of
Registered
Shares |
No. of
Bearer
Shares |
% Voting
Rights |
Cornaz Ltd-Holding
Oberrieden |
678 629 |
20 347 |
61.78 |
677 154 |
13 542 |
61.05 |
Paul-Henri Cornaz
Lucerne |
60 167 |
648 |
5.36 |
60 167 |
532 |
5.36 |
Elisabeth Leon-Cornaz
St-Prex |
56 868 |
|
5.03 |
56 868 |
|
5.03 |
| La Licorne Holding SA Martigny |
50 722 |
|
4.48 |
50 722 |
|
4.48 |
|
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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
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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 four regular quarterly meetings, by consulting among its members, and by reaching decisions in relation to any motions raised. Extraordinary BoD meetings of the may be held as necessary. Meetings normally last at least four hours. 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 every year in August. Additionly, at least nine meetings involving exclusively the BoD Chairman, the CEO and the CFO are held every year to discuss operational topics, preparations for the ordinary meetings, as well as reports from Internal Audit.
The BoD is regularly informed about the Group's commercial situation 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).
Moreover, the BoD approves the appointment of an external company to support the Group's internal Audit unit. Internal Audit is is organised on the basis of specialist areas within the company and covers all of the glass producing companies. 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 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 2006 – 2008 were held at the 2006 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)
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 level of remuneration to members of the BoD is determined by the BoD as a whole. Only cash benefits are paid. No share or option plans exist.
The level of remuneration to members of the BoD is determined by the BoD as a whole. Only cash benefits are paid. No share or option plans exist. The level of remuneration to the members of the MB is determined by the Chairman of the BoD. In addition to a basic level of remuneration that reflects the responsibility borne by an individual, there is a variable performance related component based on the results of the business unit and/or the Group. Remuneration will not be made in the form of shares or options, nor are there any loans. Details relating to remuneration and disclosure, as specified in CO 663b and 663c, can be found on pages 58 and 59 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 the Vetropack Group the sum of CHF 0.25 million for auditing services for accounts of individual Group companies and consolidated accounts. Some of the Group companies are audited by other auditors. Moreover, Ernst & Young Ltd also charged Vetropack Holding Ltd a fee in the sum of CHF 0.19 million for services relating to tax advice, due diligence and other advisory services.
Supervisory and Control Instruments Vis-à-Vis the Auditors
At the ordinary March meeting all BoD members will be informed in writing (Auditor’s Report, Group Auditor’s Report, Management Letter, Explanatory Notes) and verbally (the lead auditor attends the BoD's March meeting) regarding the results of the audit. The main points and results of the audits carried out at the subsidiaries are also discussed with the auditors at the ordinary meeting of the governing body of each subsidiary. A member of the board of directors is present at these meetings. The BoD will assess the performance, remuneration and independence of the auditors and the group auditor on an annual basis.
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..
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