Edisun Power Europe Ltd. Corporate Governance Report 2010 ...

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20 Corporate Governance Report 2010 The following table shows the compensation granted to the CEO/CFO and the CTO in the year under review and in the previous year in CHF: Mirjana Blume CEO&CFO 1) Markus Kohler CTO since April 10 Marc Ledergerber Former CFO Robert Kröni Former CEO Financial year Fixed salary 1) Former CFO, appointed as CEO in March 2009. Additional payments to members of the Board of Directors and the Management Board Variable salary Neither in the reporting period nor in the previous year were additional fees paid for services on top of the ordinary compensation, any loans awarded or guarantees given to members of the Board of Directors or the Management Board and persons closely linked to them. Related parties transactions The following transactions were carried out with related parties (in CHF): Purchase of Service 2010 2009 An entity controlled by a board member - 56 779 All transactions with entities controlled by a member of the Board of Directors are done on normal commercial terms and conditions and do not include any executive or managerial functions. IPO bonus Severance payment Social benefits Expenses Total compensation 2010 227 400 20 000 0 0 27 397 5400 280 197 2009 218 420 0 0 0 21 452 5400 245 272 2010 101 255 0 0 0 11 974 3600 116 829 2009 0 0 0 0 0 0 0 2010 94 667 0 0 0 10 570 1042 106 279 2009 94 658 0 0 0 10 678 937 106 273 2010 0 0 0 0 0 0 0 2009 39 511 0 27 000 100 000 15 994 4576 187 081
8 Shareholders’ participation rights Voting rights and representation restrictions Each ordinary share, which has been registered, bears one voting right at the General Shareholders’ Meeting and is entitled to dividend payments (Art. 6 para. 1 of the Articles of Association). Statutory quorums The General Shareholders’ Meeting passes its resolutions and carries out its elections with an absolute majority of the share votes represented, to the extent that neither the law or Articles of Association provide otherwise. Convocation of the General Shareholders’ Meeting The Annual General Shareholders’ Meeting is held within six months after the close of the financial year. Extraordinary General Shareholders’ Meetings can be called as often as necessary, in particular in all cases required by law. General Shareholders’ Meetings are convened by the Board of Directors and, if necessary, by the auditors. Extraordinary General Shareholders’ Meetings are convened by the Board of Directors if shareholders representing at least 10 % of the share capital request such meetings in writing, setting forth the items to be discussed and the proposals to be decided upon. Agenda Corporate Governance Report 2010 Shareholders entitled to vote who represent at least 10 % of the share capital may request items to be added to the agenda by indicating the relevant proposals. Such requests must be addressed in writing to the Chairman of the Board of Directors no later than 45 days before the meeting. Changes of control and defense measures There are no clauses relating to changes of control or defense measures 21
Page 1 and 2: Edisun Power Europe Ltd. Corporate
Page 3 and 4: Content Corporate Governance Report
Page 5 and 6: Significant Shareholders as of Dece
Page 7 and 8: Non-listed companies Edisun Power L
Page 9 and 10: Shareholder structure The following
Page 11 and 12: Shares and participation certificat
Page 13 and 14: Pius Hüsser, Member of the Board b
Page 15 and 16: and effectiveness of the external a
Page 17 and 18: 6 Management Board The Management B
Page 19: The following table shows the compe
Page 23 and 24: 10 Information Policy The Edisun Po
Page 25 and 26: Consolidated Balance Sheet Consolid
Page 27 and 28: Consolidated Cash Flow Statement No
Page 29 and 30: Notes to the Consolidated Financial
Page 31 and 32: All amounts are in 000 CHF if not o
Page 60 and 61: 60 Consolidated Financial Statement
Page 62 and 63: 62 Statutory Financial Statements S
Page 64 and 65: 64 Statutory Financial Statements S
Page 66 and 67: 66 Statutory Financial Statements 3
Page 68 and 69: 68 Statutory Financial Statements 9
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70 Compensation (in CHF) Total comp
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Financial Statements 73
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Edisun Power Europe Ltd. Universit
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