Annual Report 2011

54 Corporate Governance
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Changes of control
and defence measures
Auditors
Duty to make an offer
There are no statutory rules regarding “optingout“and
“opting-up“ which differ from law.
Duration of the mandate and term
of office of the auditor in charge
PricewaterhouseCoopers AG, St. Gallen, has been
the statutory and group auditor since 1981.
It is elected for a term of office of three years by
the general meeting. The current term of office
will continue until the general meeting in 2014.
Mr Urs Honegger was first responsible for the
audit as auditor in charge in 2006.
Audit fees
Audit fees paid to PricewaterhouseCoopers AG
during the 2011 financial year and charged to
the consolidated financial statements for 2011
amounted to CHF 299'000.
Additional fees
Additional non-audit fees paid to Pricewaterhouse-
Coopers AG and charged to the consolidated
financial statements for 2011 amounted to
CHF 155'000.
Clauses on changes of control
There are no clauses on changes of control.
These fees were primarily for services related
to the Dörries Scharmann Technologie GmbH
acquisition and the company’s rights issue.
Supervisory and control instruments
pertaining to the auditors
The external audit is supervised by the Board
of Directors. The Board of Directors assesses the
audit plan, the audit scope, the execution and the
results of the audit. The auditors report directly
to the Board of Directors. In the reporting year,
the auditor in charge participated in two Board
meetings. At those meetings, the audit schedule,
scope, and results as well as other important
elements of auditing were discussed.