PDF (2.63 MB) - Geberit International AG

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Convertible bonds ownership in the year under review
On 31 December 2004, the non-executive members of
the Board of Directors held no convertible bonds, the
executive member of the Board of Directors and the other
members of the Group Executive Board held 200 convertible
bonds.
Additional fees and remunerations
No additional fees and remunerations were paid to
members of governing bodies in the year under review.
Loans to members of governing bodies
No loans to members of governing bodies are outstanding.
Highest total compensation
The highest individual compensation in the year under
review (fixed salary, bonus) amounted to TCHF 1,596.
The bonus amounted to TCHF 777. Such bonus
payment will be made in the following year and may
be received in cash and/or in the form of shares.
2,070 options were allotted to the member of the
Board of Directors with the highest total compensation
in accordance with the following table. Each option
entitles to purchase one share:
Year of End of Maturity Number Exercise
issue blocking
period
price
2004 27.01.06 27.01.09 501 682.00
2004 21.01.08 21.01.09 501 714.50
2004 24.03.06 24.03.09 1,068 663.50
Corporate Governance
6. Shareholders’ participation
Voting rights and representation restrictions
Upon request and presentation of evidence of the transfer,
acquirers of shares are registered as shareholders
with voting rights in the share register, if they explicitly
declare to hold the shares in their own name and for
their own account. The articles of incorporation provide
for a maximum registration of 3% of the shares held
by nominees, which may be permitted by the Board of
Directors. The Board of Directors may register nominees
as a shareholder with voting rights in excess of
such registration limitation provided the nominees disclose
detailed information and shareholdings of the
persons for which they hold 0.5% or more of the share
capital.
No exceptions to these rules were granted in the year
under review.
The voting right may only be exercised, if the shareholder
is recorded as a voting shareholder in the share
register of Geberit AG. Treasury shares have no voting
rights.
With respect to the participation in the general meeting,
there are no regulations in the articles of incorporation
which deviate from the law.