Siegfried Annual Report 2009

5.6 Additional fees and compensation
No members of the Board of Directors, Group Management,
or persons associated with them billed either Siegfried
Holding AG or any of its Group companies for additional
services that equal or exceed by 50% their compensation
as a Board member during the 2009 business year.
5.7 Loans to corporate bodies
Members of the Board of Directors or executive management
and/or persons closely associated with them are/were
not previously involved in any business activities beyond the
usual activities of Siegfried Holding AG or any of its Group
companies, or in other extraordinary business activities that
are essential to Siegfried Holding AG during the current or
the previous business year.
As of 31 December 2009, Siegfried Holding AG and its
Group companies have provided no guarantees, loans,
advances or credits to members of the Board or Group
Management, or to any person associated with them.
6. Voting rights and proxy
6.1 Voting rights and proxy
Each voting share registered at the General Meeting of
Shareholders of Siegfried Holding AG is accorded one vote.
Registered shareholders can choose to be represented by
a legal representative or by another registered shareholder,
which requires a written power of attorney.
6.2 Statutory quorums
Decisions are made at the General Meeting of Shareholders
by absolute majority of the shares voted, unless otherwise
required by law or the statutes. In a tie vote, the President
casts the deciding vote.
At least a two-thirds majority of the shares voted and an
absolute majority of the share value is required for decisions
concerning:
– Amendment of the corporate purpose
– Introduction of voting shares
– Amendment of the provisions concerning
the transfer of registered shares
– Conversion of registered shares into bearer shares
– An authorized or conditional increase in capital
– An increase in capital from shareholder’s equity,
from a non-cash capital contribution or asset acquisition,
or from the granting of special privileges
– Restriction or cancellation of stock options
– Transfer of the company’s legal place of business
– Company closure without liquidation
6.3 Calling a General Meeting of Shareholders
and setting the agenda
The calling of a General Meeting of Shareholders and setting
of the agenda are subject to the applicable legal regulations.
Corporate Governance 35