report

32 Treasury shares
As of 31 December 2011, treasury shares comprise 395 409 shares (31 December 2010:
436 143) held by the Charles Vögele Group and earmarked for share participations
by the Management of the Charles Vögele Group (see Note 35).
33 Distribution to shareholders
For the 2010 financial year, on 30 June 2011, a par value reduction of CHF 0.50 was
paid for each Charles Vögele Holding AG bearer share (in the previous year there was
no dividend distribution for the 2009 financial year).
At the Annual Shareholders’ Meeting on 4 April 2012, the Board of Directors will
propose that no dividend be paid for the 2011 financial year because of the net loss.
34 Incentive and share ownership plans
In order to link the interests of the members of its Board of Directors, Group Management
and employees with those of its shareholders, the Group offered a number of
opportunities for certain employees to purchase shares.
34.1 Management share option plan
The 2002 option plan for members of the Board of Directors, Group Management
and the second management level replaced all former management share option
plans. The option plan (equity-based remuneration settled through equity instruments)
is financed through treasury shares. The award of options is proposed by the
Personnel and Compensation Committee and approved by the Board of Directors.
Allocation criteria are based on the rank and function of the individual employees.
Each option entitles the holder to acquire one share. Initially the number of shares
that could be issued under this plan was limited to 3 % of the company’s ordinary
share capital, but this was increased in 2005 by the Board of Directors of Charles
Vögele Holding AG to 5 % of the available shares. The duration of the option plan
is not limited. The duration of the options of each tranche expires after five years,
with a vesting period of three years from the date they are awarded. On leaving the
Board of Directors, board members receive their allocated options in full. On leaving
the company, members of Group Management and the second level of management
receive their allocated options pro rata temporis on the basis of the three- year
vesting period. However, the three-year vesting period continues to apply in all cases.
47
Financial Commentary | Income Statement and Balance Sheet | Cash Flow and Changes in Equity | Notes | Statutory Auditors