Annual Report 2010 (PDF) - Schulthess Group

8.4 Supervisory and control instruments vis-à-vis the auditors
The Audit Committee assesses once per year the performance, remuneration and independence of the auditors and
reports its conclusions to the entire Board of Directors. The Audit Committee especially examines also the proportion
between the annual auditing fee and additional non-audit services performed by the auditors. It examines potential consequences
with regards to the independence of the auditors. Non-audit services have to be pre-approved by the Audit
Committeee. For fiscal year 2010, the Audit Committee as well as the Board of Directors concluded that the independence
of the auditors was fully ensured at all times. The auditing fees are subject to the approval by the Board of Directors.
The Board of Directors proposes to the Shareholders‘ Meeting the election of the auditing firm. Regarding the rotation
interval of the lead auditor, the Board of Directors follows the regulations of the Swiss Code of Obligations, i.e. the lead
auditor will be rotated every seven years. The Audit Committee supervises the compliance of these rotation rules.
On an annual basis, the Audit Committee together with Group Management defines the scope of the external audit and
examines conditions for potentially additional mandates to the auditing company. The external auditors perform at least
once per year a detailed audit report and brief the Audit Committee on their findings. In fiscal year 2010, the external
auditors performed two management reports (one for the half year audit in conjunction with the half year report and
one for the annual audit in conjunction with the annual report of the Company).
Representatives of the external auditors participated at 6 meetings of the Audit Committee. The results and recommendations
in the auditing letters of the external auditors are discussed in detail with the Audit Committee and with Group
Management.
9. Information policy
Schulthess Group AG applies an open and transparent information policy towards its shareholders, the public and the
capital markets. Shareholders receive detailed information about the business activities and financial situation of Schulthess
Group AG on a semi-annual basis. With the announcement of the full year financial results in March, a detailed
annual report is published. This report is sent to shareholders together with the invitation to the Shareholders’ Meeting.
Schulthess Group continuously takes care of investors and has regular interviews with the financial and daily press. The
Schulthess Group website www.schulthess-group.com is meticulously taken care of and the Company‘s management
actively participates at investor seminars and regularly meets larger investors on a one-on-one basis.
Official notices of the Company are published in the Swiss Official Gazette of Commerce. Publication of price sensitive
information is done in accordance with ad hoc publicity rules of SIX Swiss Exchange. The modalities for distribution of
ad hoc news releases (so called push and pull system) have been implemented in accordance with the ad hoc publicity
rules of SIX Swiss Exchange.
News releases are available on
http://www.schulthess-group.com/eMedienmitteilungen.asp?lang=e
The contact form to subscribe for ad hoc news releases is available on
http://www.schulthess-group.com/eAd_hoc.asp?lang=e
The Articles of Incorporation and the Organisational Rules of the Company (documents in German only) are available
on
http://www.schulthess-group.com/eStatuten.asp?lang=e
http://www.schulthess-group.com/eOrgR.asp?lang=e
Schulthess Group 37
Corporate Governance