Annual Report 2008 (PDF) - Schulthess Group

26 Schulthess Group
< back
Corporate Governance Compensation, shareholdings and loans
5. Compensation, shareholdings and loans
5.1 Content and method of determining compensation and shareholding programmes
The members of the Board of Directors of Schulthess Group AG receive remuneration for their
services. The Board of Directors determines the size of this remuneration.
All members of Group Management receive a remuneration based on results. Up to 60 % of the total
remuneration is paid on a variable basis. For the Chief Executive Officer and the Chief Financial
Officer, the variable part of the remuneration will be based on the reported consolidated earnings
after tax (EAT). In case of the Managing Directors, earnings before interest and tax (EBIT) of their
respective company or business division shall determine the variable part of their remuneration.
According to the regulations for the issuance of options on shares of Schulthess Group AG, dated
11 July 2006, the members of the Board of Directors, the members of Group Management and further
persons in leadership positions receive options within limits, decided by the Board of Directors.
Options were allocated for the first time in April 2002.
6. Shareholders’ participation rights
6.1 Voting rights and representation
Each registered share with a voting right entitles to one vote at the Shareholders’ Meeting of Schulthess
Group AG.
A shareholder may, directly or indirectly, for own and represented shares, combine only the voting
rights of 5 % of the total number of shares registered in the commercial gazette. Legal entities and
groups of joint owners who are related to one another through capital ownership, voting rights, common
management or in any other manner are considered as one single acquirer. The same shall apply
for legal enti-ties and groups of joint owners who act in concert, as a syndicate or in any other manner
with the intent to evade the limitation on voting rights. These voting right limitations do not apply for
proxy of custody accounts or governing bodies, or for independent proxy in terms of Art. 689c of the
Swiss Code of Obligations. This voting right restriction is not applicable for those shareholders, who
were already regis-tered with more than 5 % of all shares at the time, that the Articles of Incorporation
concerning the voting rights restrictions were issued. This exception was again made during the
reported period in 2006 (please also refer to “grandfathering” shareholders in section 2.4 “Shares”
on page 20 of this annual report).
Each shareholder with the registered right to vote may be represented by another shareholder, who
is registered in the stock ledger. Proxy of custody accounts in terms of Art. 689d of the Swiss Code
of Obligations as well as proxy of governing bodies and the independent scrutator do not need to be
shareholders.
Conditions for cancelling statutory voting rights-restrictions:
Any change of the voting rights restrictions needs a resolution by the Shareholders’ Meeting, whereby
the adoption of at least two thirds of the represented share votes and the absolute majority of the
represented par value of shares is required.
6.2 Statutory quorums
For resolutions concerning:
– the change from registered shares into bearer shares
– the dissolution of the Company (also as a result of a merger)
– the change of the Articles of Incorporation on restriction of the transferability of registered shares,
the restriction on voting rights, the statutory quorums and the dismissal of more than one third of
the members of the Board of Directors require the adoption of at least two thirds of the represented
share votes and the absolute majority of the represented par value of shares. Unless otherwise
provided by the law. Schulthess Group AG shall adopt resolutions and make elections with
the majority of the share votes cast, without considering the number of shareholders present and
the represented number of shareholder votes.