Corporate Governance further improved. Management structure ...

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S+Bi Annual Report 2011 CoRpoRAte GoveRnAnCe executive Committee | Compensation, shareholdings and loans 4.2 additional activities and related interests Until 30 December 2011, Benedikt niemeyer (Ceo) also performed the Ceo function for the majority partner S+ Bi GmbH & Co. KG, Düsseldorf (De), and was separately compensated for this activity. Axel euchner (CFo) also performs the CFo function for the majority partner S+Bi GmbH & Co. KG, Düsseldorf (De), and is separately compensated for this activity. A total of eUR 365 000 was paid to them for 2011. 4.3 Management agreements S+Bi edelstahl GmbH (De), a subsidiary of S+Bi AG provides services for the Group companies of S+Bi AG and for other companies which are affiliated with S+ Bi GmbH & Co. KG (De), but are not part of S+Bi AG or its directly or indirectly controlled Group companies. these services are invoiced at market rates. 5 Compensation, shareholdings and loans the nomination and Compensation Committee sets the fees for the Board of Directors and Board Committees as well as the compensation of the executive Board on an annual basis. the remaining members of the Board of Directors and the members of the executive Board do not attend these meetings. After each of its meetings, the Chairman of the nomination and Compensation Committee informs the Board of Directors of its decisions at its next meeting. In fiscal year 2011 a consultant was called upon to review the compensation programmes and submit proposals for their amendment. the compensation of the Business Unit Management is determined by the executive Board. nonexecutive members of the Board of Directors are paid fixed compensation in cash, which is defined by the Board of Directors at its own discretion, based on a comparison with similar Swiss public corporations in the industrial sector. the executive member of the Board of Directors and the members of the executive Board and Business Unit Management receive fixed and variable compensation in cash. Strategic and projectrelated MBodependent components as well as Group business performance are the criteria used to determine the variable compensation of the executive Board. In addition, a financial incentive is offered in the form of a premium for successful acquisitions or divestments. For successful business performance and individual achievement, the variable component may be much higher than the fixed component. the criteria for the Business Unit Management are the eBIt results of the respective business segments and the personal qualityrelated goals. the nomination and Compensation Committee is responsible for ensuring that the company offers competitive, performancedriven compensation in order to attract and retain employees with the right skill sets and character traits. the compensation must be based on the company‘s sustainable success and dependent on personal effort. Key factors for determining the variable compensation of the executive Member of the Board of Directors, and of the other members of the executive Board, in 2011 were: _ positive business development and substantially increased earnings (eBt) _ successful refinancing the large number of positive effects were evaluated overall at the discretion of the nomination and Compensation Committee without specific weighting of individual goals, with additional consideration also being given to the eBIt development and the individual contribution to overall performance and operational leadership. See p. 136 / 137 71
72 For the executive Member of the Board of Directors, the variable compensation was 111% of the fixed salary component, and for the other members of the executive Board, 43% of the fixed salary component. In addition, members of the Group and Business Unit Management are entitled to a company car. In 2011, no loans were granted to members of the Board of Directors, the executive Board or the Business Unit Management. In December 2011, Michael Storm resigned as Chairman and member of the Board of Directors. In 2011, his compensation of eUR 992 868 was recognised as an expense. no other payments were made to former members of governing bodies. 6 Shareholders’ rights 6.1 restrictions on shareholders’ rights and shareholder representation With the exception of the 2% clause for nominees, there are no restrictions on voting rights. According to Art. 6 para. 2 of the Articles of Incorporation, any shareholder may be represented with written power of attor ney by any other person who need not be a shareholder. 6.2 Statutory Quora the Articles of Incorporation contain no special provisions governing quora beyond the provisions of company law. 6.3 Convocation of the General Meeting the General Meeting is convened by the Board of Directors or the auditors, indicating the agenda as well as proposals of the Board of Directors and motions put forward by shareholders who have requested that the General Meeting be held or that an item be included on the agenda. the meeting is held at the registered office of the Company or at a different location determined by the Board of Directors. A written invitation is sent at least 20 days before the date of the General Meeting, which must take place within six months of the end of the financial year, or the extraordinary General Meeting, which is convened either by a resolution of the General Meeting or of the Board of Directors, at the request of the auditors, or if requested by one or more shareholders who together represent at least one tenth of the share capital (see Art. 5 of the Articles of Incorporation). If the meeting is convened by shareholders or the auditors, the Board of Directors must, if expressly requested, address the matter within 60 days. 6.4 placing items on the agenda Shareholders who represent shares with a par value of CHF 1 million may submit a written request, no later than 45 days before the General Meeting, asking for an item to be placed on the agenda. 6.5 entry in the share register the cutoff date for entering registered shareholders in the share register is indicated in the invitation to the General Meeting. It is normally around 10 calendar days before the date of the General Meeting. 7 Change of control and defensive measures 7.1 obligation to make a public offer there are no statutory provisions on opting out or opting up.
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Page 7 and 8: 58 Board of Directors Dr. Hans-Pete
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Page 15 and 16: 66 Executive Board Benedikt Niemeye
Page 17 and 18: 68 Carlo Mischler Business Unit Hea
Page 19: 70 Thiery Crémailh Business Unit H

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