Annual Report - SIG Combibloc

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38 Corporate Governance Lambert Leisewitz Diplom-Kaufmann, German, age 54 Nonexecutive member Professional background (milestones): since 2002 Managing Partner, ways to market Group, de-Bremen / Frankfurt 2001–2002 Chief Executive Officer, Mineralbrunnen Überkingen-Teinach ag, de-Bad Überkingen 1994 –2001 Chief Executive Officer, Apollinaris & Schweppes GmbH & Co., de-Hamburg 1986 –1994 Chief Executive Officer of two German companies in the Food and Beverages sector Other significant activities and functions: • Member of the Supervisory Board, Laurens Spethmann Holding Aktiengesellschaft & Co., de-Seevetal • Member of Board of Trustees, Wüllner Beverages Group, de-Bielefeld David Schnell Betriebsökonom, Swiss, age 56 Nonexecutive member Professional background (milestones): since 2002 Independent Management Consultant 1997–2002 cfo and Member of the Group Executive Committee, Swisscom Ltd., ch-Berne 1985 –1997 cfo and Member of the Group Executive Committee, elco Looser Holding Ltd., ch-Zurich, from 1995 coo and Member of the Board of Directors Other significant activities and functions: • Vice-Chairman of the Board of Directors, elma Electronic ag, ch-Wetzikon • Member of the Board of Directors, Kuoni Reisen Holding ag, ch-Zurich • Member of the Board of Directors, Kuoni and Hugentobler Foundation, ch-Zurich • Member of the Board of Directors, AlpTransit Gotthard ag, ch-Lucerne Leonardo Vannotti Dr. sc. nat. eth, Swiss, age 64 Nonexecutive member Professional background (milestones): since 2001 Chairman of the Board of Directors, Sulzer Ltd., ch-Winterthur 1996 –2000 Chairman of the Board of Directors and ceo, Carlo Gavazzi Group, ch-Steinhausen 1995 –1997 Chairman of the Board of Directors, Distefora Holding ag, ch-Jegenstorf 1991–1993 ceo, Ascom Group, ch-Bern 1988 –1989 Member of the Group Executive Committee, abb Group, ch-Zurich 1972 –1987 Various functions in BBC Group, as from 1986 Member of the Group Executive Committee Other significant activities and functions: • Member of the Board of Directors, Micronas Semiconductor Ltd., ch-Zurich • Member of the Board of Directors, Bank Rothschild Ltd., ch-Zurich
3.3 3.4 3.5 Corporate Governance Independence of nonexecutive members None of the nonexecutive members has exercised an operational activity on behalf of the SIG Group in the three business years preceding the year under review. Neither they nor the companies they represent have any significant business relationships with the SIG Group. Cross-involvement Roman Boutellier and Martin Huber both sit on the Board of Directors of SIG Holding Ltd., ch-Neuhausen am Rheinfall, and that of Georg Fischer Ltd., ch-Schaffhausen. Elections and terms of office In accordance with the Articles of Association, the Board of Directors is composed of a minimum of five and a maximum of nine members. They are elected by the General Meeting for a term of three years. The terms of office of the individual members are staggered. Members whose terms of office have expired are eligible for re-election immediately. Should the mandate of a Board Member end before expiration of his or her term of office, the newly elected member shall serve for the remaining term of office of the predecessor. Members of the Board will resign no later than the date of the Ordinary General Meeting in the calendar year in which they reach the age of 70. The following table shows the dates of first election to the Board of Directors and the remaining terms of office: First election to BoD Term of office expires Willy Kissling, Chairman 2001 2004 Roman Boutellier, ceo 1998 2006 Martin Huber 1994 2006 Andreas Koopmann 2002 2005 Lambert Leisewitz 2002 2005 David Schnell 2002 2005 Leonardo Vannotti 1992 2004 Internal organizational structure The Board of Directors is the top executive body of the Group. It is empowered to take decisions regarding all matters that are not reserved by law or the Articles of Association for the General Meeting, or which it has not assigned to other bodies by means of regulations or resolutions. The Board of Directors assumes the following primary responsibilities: – Strategic direction and management of the SIG Group – Defining the management organization – Organization of accounting, financial controlling and financial planning – Supervision of business activities and of those persons entrusted with management functions – Appointment and dismissal of Members of the Group Executive Committee – Succession planning for senior management levels – Drawing up the Annual Report, preparing the General Meeting and executing its resolutions 39
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Page 7: Before pressing, all the oranges ar
Page 11: Practical packages have uniform dim
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Page 17 and 18: Letter from the Chairman 17 Recover
Page 19 and 20: Net sales in millions of eur 2001 1
Page 21 and 22: Employees 2001 9,182 2002 9,402 200
Page 23 and 24: Investments*) in millions of eur 20
Page 25 and 26: that the uncertainties of the situa
Page 27 and 28: Operating profit (ebit) in millions
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Page 31 and 32: The improvement in operating profit
Page 33 and 34: Section 1 1.1 1.2 1.3 Corporate Gov
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Page 37: Martin Huber P. Eng. eth, ll. b., S
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Page 45 and 46: Roman Boutellier President and ceo
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Page 60 and 61: 60 Addresses Argentina SIG Combiblo

Annual Report - SIG Combibloc

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