ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...

More documents

Recommendations

Info

FOCUS ON HIGHEST STANDARDS <strong>OF</strong> CORPORATE GOVERNANCE SHAREHOLDER GOVERNANCE STRUCTURE � The Board of Directors have no cross-involvement � Board members currently stand for re-election on a rolling three year basis – However, shareholders can remove any director, even those not standing for re-election, at every annual meeting � Simple majority required to approve shareholder Agenda items � Shareholders may amend the Articles of Association at the Annual Meeting � Shareholders may call an extraordinary meeting of shareholders if they represent in aggregate 10% of Share Capital � Independent Chairman, with fixed-term (current chairman’s term ends in 2012) � CEO is only non-independent Board member 14 © 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper 3
FOCUS ON HIGHEST STANDARDS <strong>OF</strong> CORPORATE GOVERNANCE ACTELION HAS A GOOD TRACK RECORD WITH ISS, THE LEADING PROXY ADVISORY SERVICE ISS is the leading independent thought leader on global corporate governance best practices � At the 2010 AGM, ISS recommended in favor of all three director nominees (Werner Henrich, Armin Kessler, Jean Malo) – ISS noted that the Company’s Board currently consists of 10 directors and is in majority independent, as recommended by the Swiss Code – ISS noted that “the board’s committees are composed of a majority of independent non-executive directors. The overall level of independence on the board’s committees is in line with best practice for Switzerland” � Furthermore, ISS recommended for all four management proposals – Accept financial statements and statuary reports: ISS noted that the Company "provided an annual report well in advance of the AGM, allowing ISS to include details on important corporate governance indicators – Approve allocation of income and omission of dividends: ISS noted that “the company's practice since its IPO in 2000 has been to omit the payment of a dividend and focus on reinvestment and increasing the value of the company's share, and over the past five years, the company's total shareholder return was 136 percent, good enough for third amongst companies in the blue chip SMI index. As the company operates in an industry that requires significant investment in research and development, we recommend a vote in favor of the allocation of income” – Approve discharge of Board and senior management: ISS is not aware of any specific reasons that would merit the withholding of discharge for the Board of Directors and senior management for the past financial year – Ratify Ernst & Young as auditors � At the 2009 AGM, ISS recommended in favor of all four director nominees (Robert E. Cawthorn, Joseph C. Scodari, Michael Jacobi, Elias Zerhouni) 15 © 2011 Actelion Pharmaceuticals Ltd 08 March 2011 White Paper 3
Page 1 and 2: ACTELION'S BOARD OF DIRECTORS: OUR
Page 3 and 4: ACTELION’S BOARD OF DIRECTORS 3 1
Page 5 and 6: INDEPENDENCE, STRUCTURE AND BEST PR
Page 7 and 8: INDEPENDENCE, STRUCTURE AND BEST PR
Page 9 and 10: EXPERIENCE AND EXPERTISE OVERVIEW O
Page 11 and 12: EXPERIENCE AND EXPERTISE EXPERIENCE
Page 13: FOCUS ON HIGHEST STANDARDS OF CORPO
Page 17 and 18: FOCUS ON HIGHEST STANDARDS OF CORPO
Page 19 and 20: APPENDIX- DIRECTOR BIOGRAPHIES 19
Page 21 and 22: JOSEPH C. SCODARI - VICE CHAIRMAN 2
Page 23 and 24: JEAN-PAUL CLOZEL 23 © 2011 Actelio
Page 25 and 26: WERNER HENRICH 25 © 2011 Actelion
Page 27 and 28: ARMIN KESSLER 27 © 2011 Actelion P

ACTELION'S BOARD OF DIRECTORS: OUR BEST PRACTICES ...

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?