Annual Report 2010 (PDF, 5.2MB) - Panalpina Annual Report 2012

Sustainable Growth
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commercial register. Nominees are persons who do not
expressly declare in their application that they hold the
shares for their own account and with whom the company
has entered into an agreement to this effect.
The Board of Directors is empowered to register nominees
with voting rights exceeding 2 % of the share capital
recorded in the commercial register as long as the respective
nominees inform PWT of the names, addresses, nationalities
(registered office in the case of legal entities) and
the shareholdings of those persons for whose account
they hold 2 % or more of the share capital recorded in the
commercial register.
The Articles make provision for group clauses.
2.6.4 Procedure and conditions for cancelling statutory
privileges and limitations on transferability
A resolution of the General Shareholders Meeting of PWT
on which at least two-thirds of the voting shares represented
agree is required for any abolition or change of the
provisions relating to transfer limitations.
2.7 Convertible bonds and warrants / options
There were no convertible bonds outstanding on the
closing date.
The only issued options relate to the share and option
participation program (Management Incentive Plan, MIP)
for 470 senior managers of Panalpina. As of 2009, the
Executive Board has been excluded from participation in
this program. For further details please refer to section 5.1.
3 Board of Directors
3.1 Members of the Board of Directors
At the Annual General Meeting of May 4, 2010, Chris
E. Munt wyler, Hans-Peter Strodel and Beat Walti were
elected and Rudolf W. Hug, Günther Casjens, Guenter
Rohr mann and Roger Schmid were re-elected to the Board
of Directors for a one-year term whereas Wilfried Rutz,
Yuichi Ishimaru and Glen R. Pringle stepped down from the
Board. In December 2010, Günther Casjens tendered his
resignation due to other commitments.
On the closing date, the Board was composed of
six persons.
Three members of the Board of Directors (Rudolf W. Hug,
Roger Schmid and Beat Walti) are also members of the
Board of Trustees (Stiftungsrat) of PWT’s main shareholder,
the Ernst Göhner Foundation.
The biographies of the members are as follows:
Rudolf W. Hug, Chairman. Swiss citizen. Born in 1944.
Re-elected in 2010 (until 2011).
Rudolf W. Hug holds a PhD in law from the University of
Zurich and a MBA from INSEAD, Fontainebleau (France).
In 1985, he participated in the Executive Program of the
Graduate School of Business at Stanford University. From
1977 to 1997, he worked in several positions for Schweizerische
Kreditanstalt (today Credit Suisse). During the
period from 1987 to 1997, he ran the international division
and served as a member of the Executive Board of Credit
Suisse and Credit Suisse First Boston. Since 1998, Rudolf
W. Hug has been active as an independent management
consultant.
Rudolf W. Hug has been a member of the Board of Directors
since 2005 and was appointed Chairman of the Board
of Directors on May 15, 2007 following the retirement of his
predecessor.
Guenter Rohrmann, Vice Chairman of the Board of
Directors. German citizen. Born in 1939. Re-elected in
2010 (until 2011).
Guenter Rohrmann is a trained forwarding and shipping
merchant. He started his forwarding career at Seaboard
World Airline in 1961. From 1962 to 1982, he held several
positions at Air Express International (AEI) and in 1982,
he became the Vice President Operations USA. From 1985
to 1989, he was COO and the following year he became
the CEO of the AEI Group. From 2000 to 2002, he was the
Vice Chairman of Danzas AEI Inc. Guenter Rohrmann
became COO DHL GCS Global Customer Solutions from
2002 to 2005. In 2005, he was appointed as CEO DHL
Emerging Markets and in 2007, he became a consultant for
DHL Emerging Markets. Since the beginning of 2008, he
has been an independent management consultant working
on a variety of industry projects.
Guenter Rohrmann has been a member of the Board of
Directors since 2008.
Chris E. Muntwyler, Member of the Board of Directors.
Swiss citizen. Born in 1952. Elected in 2010 (until 2011).
Chris E. Muntwyler attended the School of Commerce
in Zürich and completed various executive programs
at Harvard University, IMD and at the Wharton University.
From 1972 to 1999 he held several positions at Swissair,
until 1981 in various Leadership functions in the Marketing
Division, in 1982 as General Manager Marketing and Sales
Scandinavia and from 1986 for North America. In 1990,
he took over the responsibility for the global Price- and
Panalpina Annual Report 2010