Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

Committed to international standards
Oerlikon is committed to the principles of good corporate governance as defined by
Economiesuisse in the Swiss Code of Best Practice for Corporate Governance of
March 25, 2002 (as amended on September 6, 2007). Through this commitment
Oerlikon aims to reinforce the trust placed in it by the company’s present and future
shareholders, lenders, employees, business partners and the general public.
Responsible corporate governance requires transparency with regard to the organization
of management and control mechanisms at the uppermost level of the enterprise.
Therefore, the “Directive on Information relating to Corporate Governance”
(DCG), enacted by the SIX Swiss Exchange on July 1, 2002 and revised on March 29,
2006 and on October 29, 2008, requires issuers of securities to make available to
investors certain key information pertaining to corporate governance.
In this annual report the corporate governance information is once again presented in
a separate section, as prescribed by DCG. The framework of the directive has been
adopted, however, the section “Compensations, shareholdings and loans” has been
phased out in a separate chapter (7.0 Remuneration Report). References to other
portions of the annual report are included in certain instances in an effort to avoid
redundancies and enhance readability. All material changes between the balance
sheet date and the time this annual report went to print have been taken into
account.
Further information regarding corporate governance can be found on the company
website www.oerlikon.com.
Group structure and shareholders
Operational Group structure
The Board of Directors is responsible for the strategic management of the Group.
Pursuant to Art. 22 Para. 3 of the Articles of Association, the Board of Directors has
delegated corporate management to the CEO. Operational responsibility lies with the
individual Segments, each of which is overseen by its own Segment CEO. The Board
of Directors, the CEO, the Executive Committee and the Business Units are supported
by centralized Corporate Functions. A graphical presentation of the operational
Group structure can be found on page 52.
Listed Group companies
OC Oerlikon Corporation AG, Pfäffikon is listed on the SIX Swiss Exchange (symbol:
OERL; securities number: 81682; ISIN: CH0000816824). On December 31, 2011 the
company’s market capitalization totaled CHF 1 625 million. For further information on
OC Oerlikon Corporation AG, Pfäffikon see pages 137 et seq.
OC Oerlikon Corporation AG, Pfäffikon holds indirectly 83.9 % of Fairfield Atlas Limited,
Kolhapur/IN. Fairfield Atlas Limited is listed on the Bombay Stock Exchange (symbol:
FAIRFIEL; ISIN: INE922C01013). On December 31, 2011 the market capitalization
of Fairfield Atlas Limited totaled INR 1 743 million.
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