Annual Report 2010 (PDF) - Schulthess Group

The employment contracts with the current members of the Group Management do not contain particular termination
payments nor exceptionally long termination periods (all termination periods below 12 months).
The former CEO, Artur Rodecker, received CHF 315 000 as fix salary in compliance with contractual commitments.
5.2 Remuneration to members of the Board of Directors and Group Management
In accordance with Article 663bbis of the Swiss Code of Obligations, this information is shown in the notes to the consolidated
financial statements of Schulthess Group.
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 register. 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 entities 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 registered
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 2010 (please also refer to “grandfathering”
shareholders in section 2.4 “Shares” on page 26 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 proxy 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, the change of the number of members of the Board of Directors and the dismissal
of more than one third of the members of the Board of Directors
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. 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.
Schulthess Group 35
Corporate Governance