Corporate Governance - Acino

ACINO 

Corporate Governance 

Corporate Governance 61 

Group structure and shareholders 62 

Capital structure 63 

Board of Directors 64 

Group Management 69 

Compensation, shareholdings and loans 72 

Shareholders’ participation rights 75 

Change of control and defense measures 76 

Auditors 77 

Information policy 77 

ACINO | COrpOrAte GOverNANCe 

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1 GROUP STRUCTURE AND SHAREHOLDERS 

1.1 Group structure 

1.1.1 Organization of the operating Group structure 

Audit Committee 

Board of Directors of Acino Holding Ltd. 

Chairman of the Board of Directors 

Group Management chaired by the CeO 

pharmaceutical Compliance 

and Quality Committee 

1.1.2 Basis of consolidation 

Basis of the consolidation of the Acino Group are the companies as shown in the Notes to 

the Consolidated Financial Statements of the Acino Group (Note 36, page 47). 

1.1.3 Corporate entities as of December 31, 2011 

Board of Directors of Acino Holding Ltd. 

Luzi Andreas von Bidder, Chairman of the Board 

Hans peter Hasler, vice Chairman of the Board 

Dr. Anders Härfstrand, Board Member 

Jürg Michel, Board Member 

Dr. rené Muttenzer, Board Member 

Dr. Andreas rummelt, Board Member 

Honorary Chairman of Acino Holding Ltd. 

Dr. Hans-peter Schär 

Group Management 

peter Burema, CeO 

robert Schmid, CFO 

Dr. Harald Haubitz, Head production & SCM 

Dr. Jean-Daniel Bonny, Head Group r&D 

Jörg Gebhardt, Head Group Hr & It 

Daniel Hossli, Head Group Legal 

ruud van Anraat, Chief Commercial Officer 

Dr. Ulf-Hergen Westphal, Head Group Quality 

Auditors 

pricewaterhouseCoopers AG, Basle 

1.2 Shareholders 

As of December 31, 2011, Acino Holding Ltd. had 2 362 registered shareholders. the shareholder 

structure was as follows: 

Private Institutional 

Shareholders 89% 11% 

Shares held 43% 57%

Approximately 20% of the shares were held by foreigners (154 shareholders). 

Shareholders who held more than 3% of the equity and voting rights: see page 56. 

1.3 Crossholdings 

No crossholdings exceeding 5% of the voting rights or equity capital exist with other incorporated 

companies. 

2 CAPITAL STRUCTURE 

2.1 Shareholders’ equity 

As of December 31, 2011, the share capital totaled CHF 1.277 million, divided into 3 192 000 

registered shares of CHF 0.40 nominal value each. the share capital of Acino Holding Ltd. 

is fully paid-in. each share has one vote at the General Meeting of Shareholders and is 

en titled to dividend payments. there are no participation certificates or non-voting equity 

securities. 

2.2 Conditioned and authorized capital 

On the occasion of the General Meeting of Shareholders of March 30, 2010, the Board of 

Directors has been entitled to increase the share capital, no later than March 30, 2012, by a 

maximum of CHF 320 000 through issuance of a maximum of 800 000 shares with a nominal 

value of CHF 0.40 each to be fully paid-in. 

On February 2, 2012 the capital was increased out of authorized capital by 268 000, par 

value CHF 0.40 shares. 

Until March 30, 2012 the Board of Directors is authorized to increase the company’s share 

capital by a maximum of CHF 212 800 through the issuance of no more than 532 000 fully 

paid registered, par value CHF 0.40 shares. 

2.3 Changes in share capital 

As of December 31, 2007, the share capital totaled 3 133 000 registered shares of CHF 0.40 

nominal value each. With the share capital increase of March 28, 2008, according to the 

agreement of contribution in kind dated March 28, 2008, Acino Holding Ltd. took over 

from Dr. Wilfried Fischer 5 546 registered shares with restricted transferability of eUr 

2.556 nominal value each of Acino Ltd., Miesbach (formerly Novosis Ltd.), at the value and 

price of CHF 9.7 million in total, for which the contributor of the investment in kind 

received 59 000 registered shares of CHF 0.40 nominal value each of Acino Holding Ltd. 

Since then and as of December 31, 2010, the share capital amounts to CHF 1.277 million 

and totals 3 192 000 registered shares at CHF 0.40 nominal value each. On February 2, 2012 

the capital was increased out of authorized capital by 268 000, par value CHF 0.40 shares. 

Since then the share capital amounts to CHF 1.384 million/eUr 0.9 million, consisting of 

3 460 000 registered, par value CHF 0.40 shares. For a detailed development of the shareholders’ 

equity, please refer to the consolidated statement of changes in equity on page 7 

and to the Notes 22 to 25 in the Notes to the Consolidated Financial Statements. 

2.4 Limitations in transferability and nominee registrations 

In accordance with Article 6 of the Articles of Incorporation, the company may deny shareholder 

registration with voting rights and rights associated to the voting power in the 

share register if the purchaser of shares fails to declare that the shares were acquired in his 

own name and for his own account. the Board of Directors is responsible for the acknowledgment 

of and permission to register shareholders in the shareholder register; the Board 

has delegated this duty to its Chairman. 


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the Board may register nominees in the company’s share register with the right to vote up 

to 3% of the issued share capital as reflected in the commercial register. In excess of that 

limit, the Board may register nominees with voting rights if such nominee discloses name, 

address and shareholding of any person in whose account the nominee holds 0.5% or 

more of the issued share capital. 

2.5 Convertible bonds and options 

No convertible bonds exist within the Group. For details regarding share-ownership programs 

and share-based payment programs for employees, please refer to Note 2.17.3 in 

the Notes to the Consolidated Financial Statements. 

3 BOARD OF DIRECTORS 

3.1 Members of the Board of Directors 

Luzi Andreas von Bidder 

Chairman of the Board, Graduate in economics, HSG (University of Saint Gall), 

Swiss citizen, born 9.4.1953 

Board membership and executive mandates within the Acino Group 

• Member of the Board of Acino Holding Ltd. since 1997 and its Chairman since 2003 

• Current term of office expires in 2012, stands for reelection 

Professional background, other activities and vested interests 

• 1992 to 2002 Chairman and CeO of Novartis Ophthalmics AG, Bülach 

• Member of the Novartis pharma executive Committee 

• previously held various management functions with Ciba-Geigy and Novartis 

• Chairman of the Board of eyeSense AG, Basle, and of Solvias AG, Basle 

• Member of the Board of Ixodes AG, Zurich 

Hans Peter Hasler 

Member of the Board, degree in business/marketing, SIB (Schweizerisches Institut 

für Betriebsökonomie), Swiss citizen, born 2.2.1956 


• Member of the Board of Acino Holding Ltd. since 2008 and its vice Chairman since 2010 

• Current term of office expires in 2014 


• Since 2010 consultant to biotechnology and pharmaceutical companies 

(M&A, strategy and marketing), HpH Management GmbH, Zug 

• 2008 to 2009 Chief Operating Officer, Biogen Idec Inc., USA 

• 2007 Head of Global Neurology/Cardiovascular Business with Biogen Idec Inc., USA 

• 2004 to 2007 Senior vice president, Head of International Organization with Biogen 

Idec International GmbH, Switzerland 

• 2001 to 2003 Head of Commercial operations with Biogen Inc., USA 

• 1998 to 2001 Chief Marketing Officer/Head of Global Strategic Marketing , 

Svp Wyeth pharmaceuticals, USA 

• 1993 to 1998 Wyeth pharmaceuticals, Switzerland, Austria, eastern europe, Germany 

• Chairman of the Board of HBM Bioventures, Zug 

• Member of the Board of Ferring pharmaceuticals SA, Saint-prex/Lausanne; 

elan Corp., plc, Dublin, Ireland, and Celltrion Inc., Seoul, South Korea

Anders Härfstrand 

Member of the Board, MD, phD, Swedish citizen, born 23.7.1956 


• Member of the Board of Acino Holding Ltd. since 2008 



• Since 2011 president and CeO of Humabs BioMed SA, Bellinzona 

• Since 2010 CeO and Member of the Board of Härfstrand Consulting AG, Zug 

• 2007 to 2010 CeO and Member of the Board of Nitec pharma AG, reinach 

• 2005 to 2007 Senior executive vice president with Serono International 

• 2003 to 2005 executive vice president and Member of the Board of pfizer Japan 

• 1988 to 2003 various senior management positions with pharmacia Inc., 

pharmacia & Upjohn, and pharmacia AB, most recently as vice president Country 

Operations pharmacia 

• practicing physician and lecturer of neuropharmacology/histology at the Karolinska 

Institutet, Stockholm, Sweden 

• Member of the Board of Ophthalmopharma AG, Sarnen 

Jürg Michel 

Member of the Board, Banker, Swiss citizen, born 6.9.1951 


• Member of the Board of Acino Holding Ltd. since 2004 



• Since 1991 Würth Group, responsible for finance worldwide 

• 1969 to 1991 international experience in the financial centers Zurich, Frankfurt 

and New York 

• Member of the Board of Management of the Würth Group 

• Chairman of the Board of Würth reinsurance Company S.A., Luxembourg; Chairman of 

the Board of tunap AG, Märstetten; various other mandates as Board Member within 

the Würth Group; Member of the Board of International Banking House Bodensee AG, 

Friedrichshafen, Germany 

René Muttenzer 

Member of the Board, Doctor of Law, Lawyer, Swiss citizen, born 5.5.1943 


• Member of the Board of Acino Holding Ltd. since 2003 and its vice Chairman from 

2004 until 2010 

• Current term of office expires in 2012, does not stand for reelection 


• 1996 to 2003 Head of Business Development and Member of the Management 

Committee of Novartis Animal Health 

• 1969 to 2003 Legal advisor (Geigy, Ciba-Geigy, Novartis) for international businesses 

and affairs 

• Member of the Board of Molecular Health AG, Basle, and of polyphor AG, Allschwil 


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Andreas Rummelt 

Member of the Board, ph.D., pharmacist, German citizen, born 9.6.1956 


• Member of the Board since April 1, 2011 



• Since 2011 partner & CeO of InterpharmaLink AG, Basle, Switzerland 

• 2006 to 2010 Member of the Novartis executive Committee 

• 2008 to 2010 Group Head Quality Assurance & technical Operations, 

Novartis International 

• 2004 to 2008 CeO Sandoz (Generics division of Novartis) 

• 1999 to 2004 Global Head technical Operations, Novartis pharma 

• 1994 to 1999 Global Head of technical research & Development, 

Sandoz/Novartis pharma 

• 1985 to 1994 various positions of increasing responsibility, Sandoz pharma 

Development 

• Member of the Board of Alexion pharmaceuticals, USA, and Member of the Advisory 

Boards of several privately held international companies 

the members of the Board of Directors do not assume any other management or consultancy 

functions for Swiss or foreign interest groups and do not hold any significant official 

functions or political posts. 

3.2 elections and terms of office 

According to Article 16 of the Articles of Incorporation, the Board of Directors consists of 

at least three members being shareholders of the Group. the General Meeting of Shareholders 

elects the Members of the Board for a term of three years; reelection is possible. 

At the General Meeting of Shareholders of April 1, 2011, the term of office of Hans peter 

Hasler and Dr. Anders Härfstrand expired; both Board Members stood for reelection and 

were reelected for another term of office of three years. At the General Meeting of Shareholders 

of April 5, 2012, the terms of office of Luzi Andreas von Bidder and rené Muttenzer 

will expire. Only Luzi Andreas von Bidder is standing for reelection. 

3.3 Internal Organization 

3.3.1 Board of Directors 

the Board elects its Chairman and vice Chairman from its members; furthermore the 

Board elects a Secretary who does not need to be a Board Member. Minutes are taken 

from the Board discussions and resolutions and signed by the Chairman and the keeper of 

the minutes. In order for the Board to pass resolutions, the majority of its Members must 

be present in person. resolutions are passed with a simple majority of the votes; in case 

of equal votes the Chairman shall have a casting vote. resolutions by notational voting 

using written circulations may be permissible unless a Board Member requests a verbal 

debate. In general, the Board of Directors holds four to five meetings per year each of 

which takes half a day up to a full day. In the year 2011, the Board held six meetings. In 

addition, three telephone conference meetings which were called at short notice and a 

resolution using e-mail circulation took place. Members of the Group Management may 

attend as well, if necessary. external advisors were not called in within the period under 

review, an external guest was present at two of the meetings. the agenda items to be discussed 

during the Board meetings are set by the Chairman. each Member of the Board has 

the right to request an agenda item. the Members of the Board receive the necessary documents 

prior to the meetings in order to prepare the discussion of the agenda items.

3.3.2 Committees 

3.3.2.1 Audit Committee 

the Board has formed an Audit Committee. the duties and responsibilities of this Committee 

are laid down in the Organizational regulation of Acino Holding Ltd. the Chairman and 

the Members of the Committee are elected by the Board. Besides its Members, the CeO, the 

CFO and the keeper of the minutes usually also participate in the meetings. the Audit Committee 

meets on a regular basis. Minutes have to be taken and recommendations are to be 

made for the attention of the ordinary Board Meetings. the agenda items of the Committee 

meetings are set by its Chairman. the Committee Members receive the necessary documents 

prior to the meetings in order to prepare the discussion of the agenda items. 

Members of the Audit Committee 

• Jürg Michel, Member of the Board, Chairman 

• Luzi Andreas von Bidder, Chairman of the Board 

• Dr. rené Muttenzer, Member of the Board 

the Audit Committee usually meets once per half-year without external auditors. Additionally, 

two meetings are held with the external auditors. Furthermore, the three Members 

of the Audit Committee meet at least once per year with the head of the external 

auditor for a confidential discussion. 

In the year under review, two meetings without and two meetings with deputies of the 

auditors were held. the meetings lasted each two to four hours. external advisors were 

not called in. 

3.3.2.2 Pharmaceutical Compliance and Quality Committee 

In the year under review, the Board has formed a pharmaceutical Compliance and Quality 

Committee. the duties and responsibilities of this Committee are laid down in the Organizational 

regulation of Acino Holding Ltd. the Chairman and the Members of the Committee 

are elected by the Board. Besides its Members, the CeO, the Head of production & SCM 

and the Head of Group Quality also participate in the meetings. the pharmaceutical Compliance 

and Quality Committee meets on a regular basis. Minutes have to be taken and recommendations 

are to be made for the attention of the ordinary Board Meetings. the 

agenda items of the Committee meetings are set by its Chairman in accordance with the 

other meeting participants. the Committee Members receive the necessary documents 

prior to the meetings in order to prepare the discussion of the agenda items. 

Members of the Pharmaceutical Compliance and Quality Committee 

• Dr. Andreas rummelt, Member of the Board, Chairman 

• Luzi Andreas von Bidder, Chairman of the Board 

the pharmaceutical Compliance and Quality Committee usually meets once per month. 

In the year under review, two meetings were held which lasted each two to four hours. 

external advisors were not called in. 

3.3.3 Honorary Chairman 

the Board of Directors may suggest to the General Meeting of Shareholders to elect a 

resigning Chairman as Honorary Chairman for a definite or indefinite time. the Honorary 

Chairman receives the invitations and the minutes of the Board as well as general written 

information provided by the Board, however, he does not attend the meetings of the Board. 


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3.4 Areas of responsibility 

the areas of responsibility and allocation of duties between the Board and the various Corporate 

Bodies are laid down in an Organizational regulation, which was last revised and 

approved by the Board on December 13, 2011. 

the Board is in charge of the company strategy and the overall management of the Acino 

Group. Furthermore, it holds the highest decision-making authority and sets the strategic, 

organizational, financial and accounting guidelines to be followed by the Acino 

Group. 

the main duties of the Board according to the Swiss Code of Obligations, Articles of Incorporation 

and Organization regulation of Acino Holding Ltd. are the following: 

• strategic focus and management of the Acino Group; 

• definition of the accounting system, financial control and financial planning; 

• appointment and dismissal of the Members of the Group Management as well as 

fixation of their compensation; 

• supervision of the business; 

• preparation of the Annual report and General Meeting of Shareholders and 

implementation of its decisions. 

the Board delegated the management of the day-to-day business activities to the Group 

Management headed by the CeO. the CeO manages the business as a corporate entity and 

directly reports to the Chairman of the Board, who supervises the management of the 

Group and informs the Board of Directors about the course of the business. 

the Audit Committee assesses the individual financial statements and the consolidated 

financial statements. Furthermore, it evaluates the interim financial statements intended 

for publication. the Audit Committee decides whether the individual and consolidated 

financial statements shall be submitted to the Board for approval by the General Meeting 

of Shareholders. It discusses each financial statement intended for publication with the 

Chairman of the Board, the CeO and the CFO and approves its publication. the Audit Committee 

discusses the audit results of the interim and final audits with the external auditors, 

controls and assesses their audits, performance and fees. the Committee proposes 

the election of the auditors to the Board. It assesses the quality of the risk management 

and the compliance with legal regulations within the Group. the Chairman of the Audit 

Committee verbally informs the Board about the meetings. Furthermore, all Members of 

the Board receive the minutes of the Audit Committee meetings. 

the pharmaceutical Compliance and Quality Committee examines the adherence to pharmaceutical 

compliance and the quality control system, assesses its adequacy and effectiveness, 

discusses measures for improvement with management and, if deemed necessary, 

also decides on and monitors their implementation. the pharmaceutical Compliance 

and Quality Committee discusses the status and progress of important registration procedures 

with management on an ongoing basis. the Chairman of the pharmaceutical 

Compliance and Quality Committee verbally informs the Board about the activities and 

provides a progress report. Furthermore, all Members of the Board receive the minutes of 

the pharmaceutical Compliance and Quality Committee meetings.

3.5 Information and control with regard to the Group Management 

Individual financial statements of Group companies as well as consolidated financial 

statements for the Group as a whole are prepared on a monthly basis (income statement, 

statement of comprehensive income, statement of changes in equity, balance sheet, cash 

flow statement, segment reporting). these statements are compared year-on-year as well 

as with the budget. the budget, which represents the first year of a five-year mid-term 

plan, is periodically examined with regard to the attainability of the targets. Group Management 

informs the Chairman of the Board about the financial results, the implementation 

of the strategy and the progress of the respective projects. the consolidated report is 

delivered to the Board of Directors as a whole on a monthly basis for discussion on the 

occasion of their meetings. the Board of Directors discusses and approves the budget for 

the coming year once per year. the minutes of the Audit Committee and the pharmaceutical 

Compliance and Quality Committee are regularly submitted to the Board; they are discussed 

and approved at the Board Meetings. 

4 GROUP MANAGEMENT 

the Board has appointed a Group Management headed by the CeO. the duties and scope 

of authority of the CeO explicitly include the following: 

• the implementation of the strategic objectives, the definition of the operational focus 

and priorities as well as the appropriation of the necessary material and personnel 

resources; 

• development of the strategic plans and the one-year operational plans and budgets 

of the Group; 

• leadership and supervision of the Members of Group Management; 

• responsibility for safety and environmental protection in all sites and manufacturing 

plants of the Group; 

• cultivation of contacts with the shareholders and financial partners of the Group; 

• public relations and communication with financial analysts. 

the Members of Group Management each have individual responsibility for the business 

areas (functions or business segments) allocated to them. 

In particular, the individual Members of Group Management are responsible for accomplishing 

the following tasks: 

• achieving the defined strategic, operational and quantitative objectives within their 

function/business segment; 

• budget responsibility for their area; 

• establishment and supervision of a management and organizational structure 

appropriate for the needs of their area of responsibility and in consideration of the 

principles governing delegation and the scope of authority; 

• supervision of the Group-wide business performance within their area of responsibility 

as well as issuance of the necessary directives and guidelines especially also 

with regard to compliance with relevant legal requirements in their respective area; 

• regular reporting on the business progress to the CeO and in important circumstances 

immediate reporting to the Chairman of the Board and the CeO simultaneously. 


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4.1 Members of Group Management 

Peter Burema, Business School St. Olof (Netherlands), Dutch citizen, born 15.7.1958 

Function in the Group Management 

• CeO and Member of the Group Management since 2010 

Professional background 

• 2009 to 2010 independent consultant for healthcare-M&A-strategies and generics 

• 2000 to 2008 president Global pharmaceutical Business with ranbaxy Laboratories 

Limited, London, previously president/regional Director for europe, GUS, Africa & 

Latin America 

• 1993 to 2000 various senior management positions with Bayer Healthcare 

• Member of the Board of Glochem Industries Ltd., Hyderabad, India, and of Orifarm 

Group A/S, Odense, Denmark 

Robert Schmid, MBA, Ludwig-Maximilian-Universität, Munich, 

German citizen, born 6.9.1958 


• CFO and Member of Group Management since 2011 


• Since 2001 CFO of Acino Ltd. (previously Novosis AG), Miesbach, Germany 

• 2000 until 2001 managing director and partner of value Up Management and 

Consulting GmbH, Holzkirchen, Germany 

• 1994 until 2000 various management positions (investment controlling, managing 

director of various portfolio companies, board member) at Sporthouse.de AG, Munich, 

Germany 

• 1991 until 1994 various positions (corporate controlling, head finance and controlling 

D-A-CH, member of executive management) at electronic 2000 AG/Avnet e2000 

GmbH, Munich, Germany 

• 1985 until 1991 various functions in finance with Digital equipment GmbH, Munich, 

Germany 

Harald Haubitz, Doctor of Science (Dr. rer. nat.), Freie Universität Berlin, 



• Head production & SCM and Member of Group Management since 2008 


• 2005 to 2008 COO and Member of Group Management of the former Business Unit 

Cimex of the Acino Group 

• 2001 to 2004 Director of production and Member of Group Management Cimex 

(prior to its acquisition by Schweizerhall) 

• 1994 to 2001 various senior management positions with F. Hoffmann-La roche AG, 

Basle, most recently as Head packaging solid dosage forms

Jean-Daniel Bonny, Doctor of Science (Dr. phil. nat.), University of Basle, pharmacist, 



• Head Group r&D and Member of Group Management since 2008 


• Since 2011 managing director r&D of Acino Ltd., Miesbach, Germany 

• 2006 to 2008 Head Inhalation Development & technology with Novartis 

pharma AG, Basle 

• 1999 to 2005 Head pharmaceutical research & Development with Novartis 

pharma AG, Basle 

• 1993 to 1999 laboratory and group leader, pharmaceutical development, 

with Sandoz/Novartis pharma AG, Basle 

• 1992 to 1993 postdoctoral position in galenical development with Nippon roche K.K., 

Japan (Kamakura) 

Jörg Gebhardt, Certified business data procession specialist (HBFS), 



• Head Group Hr & It and Member of Group Management since 2009 


• 2008 to 2009 Head Hr & It of the Acino Group 

• 2005 to 2007 Head of It and Member of the extended Management of the former 

Business Unit Cimex of the Acino Group 

• 1999 to 2005 Head of It with the GABA Group, from 2003 Member of Management 

of GABA Holding GmbH, Lörrach, Germany 

• 1992 to 1999 Head of It with Wybert GmbH, Lörrach, Germany 

• 1987 to 1992 Business data processing specialist/project leader with Wybert GmbH, 

Lörrach, Germany 

Daniel Hossli, Lic. iur. University of Zurich, LL.M., Attorney at Law, 



• Head of Group Legal and Member of Group Management since 2011 


• 2003 to 2011 various senior management positions with the pharmaceutical 

group pfizer: 

– Assistant General Counsel for pfizer established Business europe, Zurich 

(2009 to 2011) 

– Legal Director for the regions Middle and eastern europe & Switzerland, Brussels 

and Zurich (2006 to 2009) 

– Legal Director Switzerland, Zurich (2003 to 2006) 

• 2000 to 2003 General Counsel Novartis Ophthalmics, Bülach 

• 1999 to 2000 Legal Counsel CIBA vision, Bülach 


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Ruud van Anraat, B-Chemistry, Dutch citizen, born 10.11.1961 


• Chief Commercial Officer and Member of Group Management since 2011 


• 2007 to 2010 Director Industrial Business and Director public Affairs with teva 

pharmaceuticals europe B.v., Utrecht, Netherlands 

• 2005 to 2011 Chairman and Member of the Board of Directors of FeBelGen 

(Belgian Association of the Generics Industry), Antwerpen, Belgium 

• 2001 to 2010 various senior management positions with teva pharma Belgium N.v./ 

S.A. and teva Generics Belgium N.v./S.A. (formerly Unicophar), Antwerpen, Belgium 

• 2000 to 2001 Managing Director with Farmacare B.v., Nieuwveen, Netherlands 

• 1998 to 2000 Sales Director with pharmachemie International, Haarlem, Netherlands 

• 1991 to 1998 Account Manager with pharmachemie International, Haarlem, 

Netherlands 

• 1986 to 1990 Sales Manager with DSM Marketing & Sales elastomers, Urmond, 

Netherlands 

Ulf-Hergen Westphal, Doctor of Science (Dr. rer. nat.), University of Bielefeld, 



• Head Group Quality and Member of Group Management since 2011 


• 2007 to 2011 Head Quality Assurance Gxp with Antisense pharma GmbH, regensburg, 

Germany 

• 2002 to 2007 Head Corporate Quality Assurance research & Development with Altana 

pharma AG, Constance, Germany 

• 1996 to 2001 Quality Assurance Manager GLp/GCp with Byk Gulden GmbH, 

Constance, Germany 

• 1994 to 1995 postdoctoral position at the Max-planck-Institut für Strahlenchemie 

(radiation Chemistry), Mülheim an der ruhr, Germany 

the Members of the Group Management do not assume any other management or consultancy 

functions for Swiss or foreign interest groups and do not hold any significant official 

functions or political posts. 

4.2 Management contracts 

No management contracts between Acino Holding Ltd. or its companies exist with third 

parties. 

5 COMPENSATION, SHAREHOLDINGS AND LOANS 

5.1 Content and determination of the compensation 

and the stock participation program 

5.1.1 Compensation 

the Members of the Board are compensated for their assignment on a fixed basis. this 

fixed compensation consists of a basic remuneration, which is identical for all Members, 

and a supplementary remuneration for Members of Committees of the Board of Directors 

and for the function of vice Chairman. the compensation is fixed once per year by the 

Board of Directors as a whole, by joint decision with the participation of all its members, 

for the current term of office and at its absolute discretion. A predefined part of the 

annual compensation is paid every February in the form of shares of Acino Holding Ltd., 

the number of which is determined with reference to the average share of the preceding 

January.

the Chairman of the Board receives a fixed compensation, which is paid in cash and is fixed 

once per year by the Board of Directors as a whole (with participation of the Chairman) at 

its absolute discretion. 

the Members of the Group Management are remunerated by fixed (paid in cash) and 

variable salary components (partially paid in cash and partially in shares, see 5.1.2). the 

fixed salary components and the basic amount of the variable remuneration, which 

amounts to between 20% and 75% of the fixed yearly salary, are set once per year by the 

Board of Directors as a whole (for the following year). In doing so, the Board of Directors 

bases its decision on a proposal, which is elaborated by the CeO and the Head Hr, taking 

into consideration fair market levels of such compensation, salaries applicable in the 

past, the individual and Group performance as well as the general inflation. the relative 

weighting of the different criteria mentioned above occurs at the absolute discretion of 

the Board of Directors. the determination of fair market levels is based on the evaluation 

of compensation packages for comparable functions in the relevant competitive 

en vironment and is established on a regular basis by an external consulting firm. the 

comparison is limited to listed and private companies located in Switzerland, with 

national and international activities in the pharmaceutical industry (including generics 

manufacturers, research-driven and pharmaceutical wholesale companies). Companyspecific 

information (for example staff numbers) and specifics of comparable functions 

(for example sphere of competence and responsibilities) serve as a further basis for the 

determination of comparable companies and data. Hence, the actual reference group is 

determined for each function on an individual basis with the objective to assess the specifically 

relevant labor market as accurately as possible. the external consulting firm 

which generates the assessment report does not hold any other mandates with Acino. 

At the beginning of each financial year, the Board sets qualitative and quantitative objectives, 

the achievement of which is rewarded by a 100% payment of the basic amount of 

the variable salary component (performance-related compensation). the amount of the 

variable salary payments can vary between 0% and 150% of the agreed amount for objectives 

which are not fully met or are exceeded. For Members joining or leaving during the 

year, the basic amount of the variable remuneration is paid as a guaranteed salary sum on 

a pro rata basis. As an additional benefit, 25% of the achieved variable remuneration is 

paid to the Members of Group Management in the form of a supplemental contribution 

to the pension fund. 

In the business year under review, the quantitative financial annual targets, which overall 

are weighted at 70%, for all Members of Group Management were the achievement of 

budgeted revenue (weighing 20%), budgeted net profit (weighing 30%) and budgeted 

cash flow from operations (weighing 20%), each at Group level and in absolute terms. the 

terminology and benchmark parameters referred to correspond to the consolidated 

annual financial statements under IFrS. 

On the basis of defined objectives, Group Management creates the budget in the last 

quarter of the year preceding the period under review, taking into consideration the market 

environment, the timing of projects in development, and the strategic guidelines provided 

by the Board. the Board discusses the budget, makes the necessary changes, if any, and 

approves it. 


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the qualitative objectives, which overall are weighed at 30%, are defined for each member 

of Group Management individually, taking into account the priorities for the corresponding 

business year. examples of such objectives are the achievement of certain project milestones, 

the successful closing of contracts, or the successful reorganization and process 

optimization of certain departments. 

After the provisional closing of the financial year, the achievement of the quantitative objectives 

is judged based on the results of the consolidated annual financial statements while 

the accomplishment of qualitative objectives is determined jointly between the employee 

and his/her supervisor. Accordingly, the achievement of objectives and the derived variable 

amount of the remuneration is calculated for each member and presented to the Board of 

Directors for approval. In the year under review, the quantitative objectives (budgeted revenue, 

net profit and cash flow) were not fully met and, as a consequence, the corresponding 

parts of the variable compensation were granted in the amount of 72% of the respective 

basic amount. the variable compensation actually paid for the quantitative objectives 

amounted to between 52% and 100% of the fixed compensation of the respective Member 

of Group Management. 

5.1.2 Stock participation programs 

In November 2006, the Group introduced an employee Stock plan, which makes it possible 

for members of senior management (including the Members of Group Management) to 

draw part of their annual variable salary component in shares. prior to the final determination 

of the variable salary component, each employee specifies within a range of 20% to 

40% which part thereof he/she wishes to draw in shares. the authority to determine the 

actual percentage of share-based compensation resides with the Board of Directors, who 

decides once per year and simultaneously with the approval of the variable remuneration. 

this part of the variable compensation is determined in Swiss francs and is paid in the 

form of shares, the number of which is determined the following January with reference 

to the average share price for the period. Shares so acquired by employees may not be sold 

for three years. each share received entitles employees to one free share after three years. 

the blocking period for shares received is annulled for employees leaving the Group during 

that time period. employees voluntarily resigning Group positions within that period lose 

the entitlement to the bonus shares. 

5.1.3 Additional benefits 

All Members of Group Management and the Chairman are insured by the employee pension 

Fund of Acino Holding Ltd. against the risks of death and disability as well as for old 

age in accordance with the prevailing regulations valid for all employees in Switzerland. 

except a monthly flat-rate expense allowance, which is not disclosed as part of the cash 

remuneration and is offered as a compensation for actual expenses incurred according to 

the expenses regulation valid at the time, no additional benefits are granted. 

5.2 period of notice and severance compensation payments 

the Chairman of the Board has a fixed-term employment contract until the end of the 

month in which his term of office is due to expire. Accordingly, the employment contract 

of the acting Chairman of the Board of Directors will run until the end of the month in 

which the General Meeting of Shareholders will be held in 2012. 

All Members of Group Management have open-ended employment contracts with Acino, 

each with a mutual ordinary notification period of six months.

As of December 31, 2011, the employment contracts of the CeO and the CFO foresee a severance 

compensation payment of one annual salary in the case of a termination of the 

employment agreement on the part of Acino due to a change of control. the fixed compensation 

plus the basic amount of the variable compensation, assuming that 100% of the 

objectives are achieved, is considered the basis for the annual remuneration. 

No alternative severance remuneration payments are owed under the existing employment 

contracts. they are only granted in justified individual cases and determined by the 

Board of Directors as a whole. 

5.3 Loans and retirement remuneration 

No loans to Members of the Board of Directors or Members of the Group Management are 

outstanding. No retirement remuneration is paid to former Members of the Board. 

For details regarding compensation in the year under review and year-on-year please refer 

to Note 8 on page 55 in the Notes to the Financial Statements of Acino Holding Ltd. 

the compensation model for the Board of Directors and the Group Management was last 

approved in a non-binding vote by the General Meeting of Shareholders on April 1, 2011 

and will be subject to a non-binding vote on the occasion of the forthcoming General 

Meeting of Shareholders on April 5, 2012. 

6 SHAREHOLDERS’ PARTICIPATION RIGHTS 

6.1 restrictions and proxy with regard to voting rights 

each registered share entitles to one vote at the General Meeting of Shareholders. there 

are no restrictions with regard to voting rights. Shareholders with voting rights, who are 

registered at least seven days prior to the General Meeting of Shareholders, may participate 

in the meeting. Shareholders have the right to be represented by another shareholder 

by proxy. 

6.2 Statutory quorum 

the General Meeting of Shareholders may pass resolutions irrespective of the number of 

shareholders present or the number of shares represented. there are no regulations 

regarding a required quorum which would be at variance with the law. 

6.3 Convening of the General Meeting of Shareholders 

the General Meeting of Shareholders is held, once per year, at the latest six months after 

the end of the financial year. It is called by the Chairman, or if necessary, by the Auditors, 

no later than 20 days prior to the date of the meeting. 

extraordinary General Meetings take place upon resolution of the General Meeting of 

Shareholders, the Board of Directors, at the request of the Auditors, or upon written 

request by one or more shareholders jointly representing at least one tenth of the share 

capital. the request must include the subject matter for the debate and the relevant proposals. 

6.4 Agenda items 

Shareholder requests to include items on the agenda of the General Meeting must be submitted 

to the company at the latest 60 days prior to the date of the General Meeting of 

Shareholders. 


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6.5 registration in the share register/Invitation to the General Meeting 

of Shareholders on April 5, 2012 

Shareholders who are registered in the share register as of March 8, 2012, will receive the 

invitation to the General Meeting of Shareholders of April 5, 2012, including the agenda 

items, by March 9, 2012. Upon return of the reply coupon, shareholders will be sent an 

admission card with voting documents as from March 28, 2012. Shareholders who are not 

registered by March 8, 2012, but acquire shares after this date are requested to apply for 

registration of their shares to the share register of Acino Holding Ltd. no later than March 

28, 2012, 8 a.m. in order to receive an invitation to the General Meeting of Shareholders to 

be able to exercise their voting rights. From March 28, 2012, until and including the day of 

the General Meeting of Shareholders no entries in the share register are made. Shareholders 

who sell their shares prior to the General Meeting of Shareholders lose their voting 

rights. In case of a partial purchase or sale of shares, the admission card is to be exchanged 

on the day of the General Meeting of Shareholders at the admission checkpoint. the invitation 

to the General Meeting of Shareholders and the agenda items can be downloaded 

from the website of Acino Holding Ltd. (www.acino-pharma.com/agme). 

6.6 Disclosure of shareholdings 

As per Article 20 of the Swiss Stock exchange Law, each shareholder of Acino Holding Ltd., 

acquiring or selling shares directly or indirectly or in concert with third parties for his own 

account and thus reaching, exceeding or falling below the threshold percentages of 3%, 

5%, 10%, 15%, 20%, 25%, 33 1⁄3%, 50% or 66 2⁄3% of the voting rights – whether exercisable 

or not – must notify Acino Holding Ltd. and the disclosure body of the SIX Swiss exchange. 

As per Article 21 of the Stock exchange Law, the company is required to publish the information 

upon receipt. 

7 CHANGE OF CONTROL AND DEFENSE MEASURES 

Acino Holding Ltd. has renounced inclusion of a so-called “opting out” or “opting up” clause 

in its Articles of Incorporation, which limit or waive the duty of a potential acquirer to make 

an offer as per SeStA, Article 32. According to SeStA, Article 23, any shareholder is – upon 

reaching the legally prescribed threshold of 33 1⁄3% of the voting rights (whether exercisable 

or not), either directly, indirectly or through a voting trust agreement – required to 

make a full tender offer to all shareholders. In addition, SeStA rules with regard to minimal 

offer prices apply. 

As of the reporting date of December 31, 2011, two employment contracts were in existence 

with a change of control clause relating to a change in the composition of the Board 

of Directors of Acino Holding Ltd. following an “unfriendly take-over”. the one-off settlement 

in the case of the resolution of any of these employment contracts amounts to one 

year remuneration each. 

the share-ownership program for employees as of November 21, 2006, includes a change 

of control clause, according to which all the free shares to be obtained after three years (as 

described under point 5.1), will be released with immediate effect in case of a change in 

control.

8 AUDITORS 

8.1 term of the mandate and term of office of the leading auditor 

pricewaterhouseCoopers AG (pwC), Basle, has acted as statutory auditor in an indirect 

succession since 1910. the responsible partner is a Graduate Auditor and has been responsible 

for Acino since 2011. the leading auditor shall change at least every seven years. the 

statutory auditor is elected by the General Meeting of Shareholders for a term of one year. 

8.2 Audit fees/additional remuneration 

the sum of the audit fees amounted to eUr 243 350, thereof eUr 177 948 were paid for 

services of pwC and eUr 65 402 for services of third-party auditors. Additional fees paid to 

pwC for other services rendered totaled eUr 125 698, thereof eUr 38 974 were paid for tax 

advising, eUr 86 724 for advising on IFrS-related matters. Assignments to the statutory 

auditor exceeding a total fee of eUr 50 000 must previously be approved by the Audit 

Committee. 

8.3 Control measures with regard to the statutory auditor 

Annually, the Audit Committee (examining body) checks the audit program and the 

inspection plan of the statutory auditor. Following each intermediate and final audit, the 

statutory auditor issues a Management Letter for the Group as a whole. these reports are 

commented by the Group Management and discussed in the meetings of the Audit Committee 

together with representatives of the statutory auditor and the Group Management. 

Overall, the examining body held two meetings together with the external auditors. 

After approval of the audit program, the Audit Committee defines, together with the statutory 

auditor, the anticipated compensation for the audit-related activities in the year 

under review by taking into account fees paid in the past, changes in the complexity of the 

financial accounting of the Group (mergers, acquisitions, It systems, etc.), and comparable 

audit fees of comparable companies. Substantial deviations from the agreed compensation 

are discussed with the Audit Committee after completion of the audit. 

On the basis of written and verbal reporting, the Audit Committee annually assesses the 

performance and the independence of the statutory auditor. Based on this appraisal, the 

Audit Committee provides a recommendation to the Board of Directors on whether the 

statutory auditor is to be proposed to the General Meeting of Shareholders for another 

term of one year. 

9 INFORMATION POLICY 

Current information on the Acino Group is available at any time on the website www. 

acino-pharma.com. this also includes the full contact details of the responsible spokesperson 

(investor relations). Ad-hoc announcements can be accessed at www.acino-pharma. 

com/adhoc/e. Under the website link www.acino-pharma.com/newslettere, interested 

parties can register (and deregister) to receive company announcements via e-mail. Furthermore, 

the latest financial reports can be downloaded from www.acino-pharma.com/ 

financialse and the Articles of Incorporation of Acino Holding Ltd. can be accessed at 

www.acino-pharma.com/statuten (German only). the current reporting calendar can be 

viewed at www.acino-pharma.com/calendare. In addition to the Annual report, a Half-Year 

report and press releases are published. the Company’s official publication instrument is 

the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt, SHAB). 


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Corporate Governance - Acino

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