Annual Report 2008 (PDF) - Schulthess Group

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24 Schulthess Group < back Corporate Governance Board of Directors Audit Committee The Audit Committee consists of two non-executive members of the Board of Directors. The period of office is 1 year, although re-election is possible. The Audit Committee currently consists of Dr. Peter R. Isler and Rudolf Kägi, with Dr. Peter R. Isler holding the chair. The Audit Committee met 6 times in the 2008 financial year. These meetings were also attended by the Chief Executive Officer and the Chief Financial Officer and, when necessary, representatives of the auditors. The Audit Committee’s main task is to maintain a comprehensive and efficient audit concept for the Schulthess Group. The Audit Committee’s duties include the following with regard to external auditing: – Approval of the key points of the audit – Acceptance of the audit report and any recommendations from the auditors before the end of year accounts (individual and group annual accounts) are distributed for the approval of the full Board of Directors – Suggestions to the Board of Directors on the question of which external auditors should be submitted to the general meeting for selection as auditor and group accounts auditor and assessment of the performance, fees and independence of the auditors. Compensation Committee The Compensation Committee consists of two non-executive members of the Board of Directors. The period of office is 1 year, although re-election is possible. The Compensation Committee currently consists of Rudolf Kägi and Andrea Malär, with Rudolf Kägi holding the chair. The duty of the Compensation Committee is to submit to the full Board of Directors the compensation (incl. option programme) for mem-bers of the Board of Directors and to set the compensation for members of management. The Compensation Committee met once on the 2008 financial year. 3.5 Definition of responsibilities The Board of Directors of Schulthess Group AG has issued organisational regulations and appointed a separate Board of Directors for each of the companies within the Holding. The Board of Directors of Schulthess Group AG has delegated the responsibilities for daily business operations to the Group Management of Schulthess Group, whereby it should be borne in mind that investment decisions exceeding CHF 1 million must be taken by the entire Board of Directors. All responsibilities of Group Management are described in detail in a separate handbook on organisational rules of procedure. The Chief Executive Officer manages the Schulthess Group. He gives the full Board of Directors the annual budget, individual projects and regularly informs the Board of the business developments in all subsidiary companies. 3.6 Information and control instruments The Board of Directors of Schulthess Group AG has a detailed MIS (Management Information System) at their disposal. The Chief Financial Officer reports the important profitability and liquidity figures directly to the members of the Board of Directors, on a monthly basis. Consolidated financial statements (including consolidated balance sheet, income statement and cashflow statement) are issued on an annual and half-year basis. All figures are compared with the results of the previous year and against the budget. On the basis of the monthly account, a calculation is made, whether the budget can be reached. The Chief Executive Officer and the Chief Financial Officer for the business divisions check and discuss the financial results of each subsidiary on a monthly basis. Each of these reports is discussed at the meetings of the Board of Directors.
From left: Artur Rodecker, Max M. Müller Artur Rodecker Chief Executive Officer (CEO) Max M. Müller Chief Financial Officer (CFO) < back 4. Group Management On 31 December 2008, Schulthess Group Management consisted of two members. 4.1 Members of Group Management Schulthess Group 25 Group Management Corporate Governance 4.2 Other activities and interests The personal details and other activities and interests of the two members of Group Management are as follows: Born 1956, German Education and qualifications: Electrical engineer, Coburg Technical College (Germany) Career: Chief Executive Officer (CEO) since 1 May 2006, Member of Group Management since 2003, with the Schulthess Group as General Manager of Alpha-InnoTec GmbH since 2000, founder of Alpha- InnoTec GmbH in Kasendorf (Germany) in 1998, many years with the Siemens Group in Germany Other important activities and interests: none Born 1962, Swiss Education and qualifications: Federal diploma in accounting and controlling Career: CFO and member of Group Management since 1996, from 1982 until 1995, various positions in finance and controlling with medium sized companies Other important activities and interests: none 4.3 Management contracts Neither Schulthess Group AG nor its subsidiaries have any management contracts with third parties.
Page 1 and 2: Annual Report 2008
Page 3 and 4: Contents Schulthess Group 3 Annual
Page 5 and 6: ack Schulthess Group 5 Letter to th
Page 7 and 8: Contribution to sales 2008 per mark
Page 9 and 10: ack Schulthess Group 9 Corporate st
Page 12 and 13: 12 Schulthess Group Annual Report S
Page 14: High energy efficiency, ease of use
Page 17 and 18: ack Corporate Governance 18 Corpora
Page 19 and 20: ack Organizational structure as per
Page 21 and 22: From left: Josef Felder, Prof. Dr.
Page 23: Thomas D. Rutz Member < back Born 1
Page 27 and 28: ack Schulthess Group 27 Changes of
Page 29 and 30: ack Consolidated financial statemen
Page 31 and 32: The notes on pages 34 to 64 are an
Page 33 and 34: The notes on pages 34 to 64 are an
Page 35 and 36: ack Schulthess Group 35 Notes Summa
Page 41 and 42: ack Schulthess Group 41 Notes Finan
Page 43 and 44: ack The net debt ratio on the balan
Page 45 and 46: ack Schulthess Group 45 Notes Segme
Page 47 and 48: Due to a new ERP-solution at the Sc
Page 49 and 50: ack Schulthess Group 49 Notes Intan
Page 53 and 54: ack Schulthess Group 53 Notes Provi
Page 55 and 56: ack Schulthess Group 55 Notes Emplo
Page 57 and 58: ack Schulthess Group 57 Notes Perso
Page 61 and 62: ack Schulthess Group 61 Notes Effec
Page 63 and 64: ack Schulthess Group 63 Notes Remun
Page 65 and 66: ack Schulthess Group 65 Report of t
Page 67 and 68: ack Financial statements Schulthess
Page 69 and 70: ack Notes to the financial statemen
Page 71 and 72: ack Report of the statutory auditor
Page 73 and 74: Milestones < back Milestones 2007 A
Page 75:
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