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

60
Composition of the Board of Directors
Letter Information for Investors Operational Review Sustainability Compliance Corporate Governance
Board of Directors
The rules and regulations governing the organization and duties of the Board of Directors
of OC Oerlikon Corporation AG, Pfäffikon are to be found in the Swiss Code of
Obligations, the Articles of Association of OC Oerlikon Corporation AG, Pfäffikon and
the Organizational and Governance Rules of OC Oerlikon Corporation AG, Pfäffikon.
Members of the Board of Directors
In the year under review, the Board of Directors of OC Oerlikon Corporation AG, Pfäffikon
was composed of Tim Summers (Chairman since May 10, 2011), Kurt J. Hausheer,
Dr. Urs A. Meyer, Gerhard Pegam, Carl Stadelhofer, Wolfgang Tölsner, Hans
Ziegler and Vladimir Kuznetsov (Chairman until May 10, 2011), whose statutory term
of office expired on May 10, 2011. With the exception of Vladimir Kuznetsov, who did
not run for reelection, they were all elected or reelected, respectively, by the Annual
General Meeting of Shareholders on May 10, 2011 for a term of office of one year.
In the three financial years preceding the reporting period, the non-executive members
of the Board of Directors were not involved in the executive management of
OC Oerlikon Corporation AG, Pfäffikon or any other Group company, with the exception
of Vladimir Kuznetsov who briefly assumed the operational management responsibility
for Oerlikon Solar from August 25, 2009 until October 31, 2009 and Hans
Zieger who acted as CEO ad interim from August 25, 2009 until May 18, 2010. They
also do not have any significant business connections with companies of the Oerlikon
Group, with the exception of Wolfgang Tölsner, who acted as consultant of Group
companies (see page 126, Note 24, to the consolidated statements). However, there
are significant business connections between the Renova Group and Oerlikon Solar AG,
Trübbach (see page 128, Note 24 to the consolidated financial statements). Tim
Summers, Carl Staldelhofer and Vladimir Kuznetsov are members of corporate bodies
of the Renova Group. Dr. Urs A. Meyer was CEO of Venetos Management AG
(a company of the Renova Group) until May 30, 2011. Since then, he has only been
in a mandate relationship with the Renova Group (regarding his Board membership at
OC Oerlikon Corporation AG, Pfäffikon).
Name (nationality) Domicile Position Age Joined Term expires
Executive/
non-executive
Tim Summers (GB) CH Chairman since 10.05.2011 44 2011 2012 Non-executive
Kurt J. Hausheer (CH) CH Member 64 2008 2012 Non-executive
Dr. Urs A. Meyer (CH) CH Member 47 2008 2012 Non-executive
Gerhard Pegam (AT) DE Member 50 2010 2012 Non-executive
Carl Stadelhofer (CH) CH Member 58 2008 2012 Non-executive
Wolfgang Tölsner (DE) DE Member 63 2010 2012 Non-executive
Hans Ziegler (CH) CH Member 59 2008 2012 Non-executive
Vladimir Kuznetsov (RUS) CH Member and Chairman until 10.05.2011 51 2007 – Non-executive