Siegfried Annual Report 2009

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3.3 Linking directorates 3.3.1 Corporate linking directorates Malcolm Perkins is Chairman of the Board of Directors and Bernard A. Siegfried is a member of the Board of Camellia, Plc, Linton. There is no other mutual representation between the Boards of Siegfried Holding AG and those of other listed companies. 3.3.2 Linking directorates within the Board All directorates in other listed companies of the members of the Board of Siegfried Holding AG are described under Section 3.2 “Profiles”. 3.4 Election and period of office The Board of Directors of Siegfried Holding AG is elected by the General Meeting of Shareholders and subsequently constitutes itself. Members of the board are elected in a staggered sequence for a period of three years and can be re-elected. Regulations specify that members must retire from the Board of Directors at the General Meeting of Shareholders following their 68th birthday. A special ruling can be made for the Chairman or the Honorary Chairman. Decisions are made by the entire Board of Directors. Four committees assist them: – Audit & Finance – Human Resources – Nomination & Compensation – Products & Market The responsibilities and competencies of the committees are set forth in the adjoining excerpt from the company regulations of the Siegfried Group. During the business year, the Board of Directors met for six meetings, an assessment meeting and a strategy seminar. All members of the Board of Directors (with one exception) were present. The assessment meeting analyzed the cooperation within the Board and evaluated how goals were achieved. During the year, the Audit & Finance committee met four times, the HR committee, the Nomination & Compensation committee, and the Products & Markets committee all met two times. The following table shows the composition of the Board committees: 3.5 Internal organization The Board of Directors is responsible for supervision of the Group and the Divisions. The Board determines group strategy, the allocation of resources and the structure of the Group. It is also responsible for setting the organizational structure, accounting, financial control, and financial planning. To the extent it does not exercise these duties itself or delegate them to the Chairman of the Board of Directors, the Board delegates management of the business to the CEO of the Siegfried Group, who is responsible for management and for all matters not otherwise delegated to another company body by law, statutes or organizational regulations. Committee Chair Members Audit and Finance Thomas Staehelin Susy Brüschweiler Human Resources Susy Brüschweiler Felix K. Meyer Nomination & Compensation Markus Altwegg Thomas Staehelin Felix K. Meyer, Products & Market Felix Gutzwiller Malcolm Perkins 24 Corporate Governance
3.6 Executive management information and control instruments Information is based on monthly reporting that is structured as follows: results for the Group, the Divisions, and individual sites are presented in detail and compared with the budget and the previous year’s results – including a results forecast for the entire year. Monthly comments focus on any deviations from plan, important business incidents, and key performance indicators. A fully consolidated financial statement is prepared every quarter. The results are discussed and evaluated with the CEO, the CFO, and with the Division managers at the Board of Directors meetings. Excerpt from the company regulations of the Siegfried Group 3.3.3 Committees appointed by the Board of Directors The Board of Directors may appoint committees, at least for such topics as personnel (HR committee), products / market (Products & Markets committee), nomination and compensation (Nomination & Compensation committee) and audit and finance (Audit & Finance committee). Such committees also determine, at an early stage, the risks in various business activities through contact with the responsible authorities, and informing the Board of Directors. They do not have powers of decision (exception: the Nomination & Compensation committee on the compensation for the Group Management), but do have a comprehensive right of information as well as issuing recommendations to the Board of Directors. They may request items to be included on the agenda at the next meeting of the Board of Directors, and report on their activities at the Board meetings. As a rule, two members of the Board shall be included on a committee, one of whom shall be the Chairperson. The committees meet as often as is necessary, at least, however, twice a year. The issues to be covered include: Human Resources: – Personnel policies of the Group and the Divisions – Maintaining company know-how, training and continued education – Being an attractive employer – Parameters for negotiations between management and labor – Employee surveys and their evaluation – Talent promotion, management development – All pension plans and other social benefits provided by the Group companies – Supply structure, services, products – Market processing, instruments, geographic presence – Market coverage, market data, market evaluation Nomination/compensation – Nominations to the Board, the Board of Director committees, Division heads and Holding functions – Compensation policy of the Siegfried Group – Compensation recommendations for Board members, submitted to the entire Board – Setting the employment conditions and compensation for Division heads, Holding functions, and members of the executive management – Bonus systems and stock and option programs Auditing/finances – Accounting – External and internal auditing – Budget, medium-term and long-term planning – Financial planning – Monitoring management accounting (controlling) Products/markets – Pipelines Corporate Governance 25
Page 1 and 2: Siegfried Annual Report 2009
Page 4 and 5: Key numbers Siegfried Group 2009 20
Page 6 and 7: Letter from the Chairman & CEO Dear
Page 8 and 9: preconditioning the physical charac
Page 10 and 11: eaching 25% by the end of 2009. Pro
Page 12 and 13: election. Bernard Siegfried first j
Page 15 and 16: Roland Schuermann Head Chemical Ope
Page 17 and 18: 0. Foreword and general framework R
Page 19 and 20: Participation structure of Siegfrie
Page 21 and 22: 2. Capital structure 2.1 Capital Th
Page 23 and 24: Name Birthyear Position Entry Elect
Page 25 and 26: Bernard A. Siegfried, Ph.D., Honora
Page 27: Malcolm Perkins Malcolm Perkins (19
Page 32 and 33: Group Management From left to right
Page 34 and 35: 4.2 Portraits Dr. Rudolf Hanko, CEO
Page 36 and 37: Marianne Späne, President Siegfrie
Page 38 and 39: 4.3 Management Contracts Siegfried
Page 40 and 41: Shareholders with at least 250,000
Page 43 and 44: Dr. Tanja Westphal Manager Pharmace
Page 45 and 46: IntroductionSituation ‘Sustainabi
Page 47: 2009 Audits Site Inspections (Custo
Page 50 and 51: Compliance Introduction Siegfried i
Page 52 and 53: Our goal is to cultivate a quality
Page 54 and 55: External audits During 2009, nation
Page 56 and 57: the Siegfried teams pedaled the dis
Page 58 and 59: Energy consumption 2009 2008 2007 2
Page 60 and 61: Water consumption Water consumption
Page 62 and 63: Reclaimed solvents 2009 2008 2007 2
Page 64 and 65: Fines and non-monetary penalties Si
Page 66 and 67: Total workforce by region as of Dec
Page 69 and 70: Ken Zrebiec Director of Operations
Page 71 and 72: elated to the Deliver project. In a
Page 73 and 74: Consolidated income statement In 10
Page 75 and 76: Consolidated statement of changes i
Page 77 and 78: Reclassification of Balance sheet J
Page 79 and 80:
exchange rates prevailing on the tr
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of discounted future cash flows. Va
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production overheads related to the
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Financial risk management Financial
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to 20.5% (2008: 17.7%) and 13.4% (2
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ealized, the obligation to eliminat
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2. Property, plant and equipment La
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4. Investments in associated compan
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6. Financial and other non-current
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8. Inventories In 1 000 CHF 2009 20
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13. Treasury shares Treasury shares
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19. Employee benefits and personnel
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The following table shows how the a
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CHF 1.2 million) were purchased fro
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In addition to sales of products ne
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Five-year overview 2005 - 2009, con
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Financial Statements Siegfried Hold
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Transparency Law Art. 663b and Art.
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Siegfried Group, in which the risks
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Stock market data 2009 2008 2007 20
Page 120:
Publisher’s note This annual repo
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