BKW FMB Energy Ltd Annual Report 2003

78
Entries in the shareholder register
The basis for determining entitlement to attend or be represented at the Annual General
Meeting is the status of entries of shareholders with voting rights on the 20th day
before the Annual General Meeting.
7 Change of control and defensive measures
Under the terms of Art. 6 of the Articles of Incorporation, BKW has raised the
threshold to 49% for a takeover bid within the meaning of Art. 32 of the Federal Law
on Stock Exchanges and Securities Trading.
No agreements have been drawn up with or benefi ts planned for members of the Board
of Directors and/or Executive Board in the event of transfer of ownership.
8 Auditors
Term of offi ce
The auditors of BKW are selected on an annual basis. The current auditors are Ernst &
Young AG, who have held this offi ce since 1990. The mandate was originally conferred
on Neutra Treuhand AG, which was taken over by ATAG Ernst & Young Ltd. Since
2000 this company has operated under the name Ernst & Young AG. Mr Marcel Gehrig
has been Chief Auditor since 2003.
Fees
The auditors’ honorarium for auditing costs related to BKW and other Group companies
amounted to CHF 0.3 million for the year under review. The auditors’ honorarium for
supplementary services not related to auditing amounted to CHF 1.0 million.
Supervisory and control instruments vis-à-vis the auditors
Supervisory and control instruments vis-à-vis the auditors constitute one of the key
tasks of the new Audit Committee. The Audit Committee normally convenes four
times a year. As a rule, the auditors attend these meetings.
9 Information policy
The Company is committed to the timely dissemination of transparent and
comprehensive information to its shareholders and the general public. It regularly
informs the media about important events related to its business activities. A press
conference is held at least once a year. Shareholders receive the Annual Report in
addition to a written invitation to the Annual General Meeting and, as a rule, a halfyearly
shareholder’s letter on business performance. Share price related information is
published under the terms of the obligation to disclose as required by the law on Stock
Exchanges and Securities Trading. In addition to press releases, special information for
shareholders and investors (in particular Annual Reports) are published on the Internet
(www.bkw-fmb.ch).
10 Signifi cant changes since 31 December 2003
There have been no signifi cant changes since 31 December 2003.