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

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70 Composition of the Executive Committee Letter Information for Investors Operational Review Sustainability Compliance Corporate Governance Executive Committee Management philosophy Oerlikon Group works with a decentralized management structure. This means that Group headquarters determines strategic guidelines and sets targets, monitoring these with effective controlling; Segments and Business Units are then responsible for operations and for implementing the agreed strategy within given guidelines. In this sense Group headquarters functions as a strategic holding. Members of the Executive Committee On December 31, 2011 Dr. Michael Buscher (CEO), Adrian Cojocaru (CHRO), Jürg Fedier (CFO) and Thomas Babacan (COO) were members of the Executive Committee, whereas Thomas Babacan, COO since October 1, 2008, left the Group on December 31, 2011. Raafat Morcos, Chief Restructuring Officer (CRO) since June 1, 2010, resigned from this position on August 17, 2011 and left the Group on November 30, 2011. With the exception of Thomas Babacan (who left the Group on December 31, 2011), no member of Oerlikon’s Executive Committee previously carried out tasks for OC Oerlikon Corporation AG, Pfäffikon or any other Group company. Regarding Thomas Babacan, see page 68. Name Nationality Age Position Joined In position since Stepped down Dr. Michael Buscher DE 46 CEO 2010 19.05.2010 Adrian Cojocaru RO 47 CHRO 2010 10.11.2010 Jürg Fedier CH 56 CFO 2009 01.01.2009 Thomas Babacan DE 42 COO 1999 01.10.2008 31.12.2011 Raafat Morcos DE 50 CRO 2010 01.06.2010 17.08.2011 Other activities and vested interests Regarding the activities of the members of the Exective Committee in governing and supervisory bodies of important Swiss and foreign organizations, institutions and foundations under private and public law, permanent management and consultancy functions for important Swiss and foreign interests groups and official functions and political posts, see page 68. Management contracts There are no management contracts with third parties.
Remuneration Report Risk Management Financial Report Global Markets R & D Global Presence Shareholders’ participation Voting-rights and representation restrictions There are no restrictions on voting rights. Each shareholder may be represented at the General Meeting by the institutional representative (OC Oerlikon Corporation AG, Pfäffikon), by the company-appointed independent voting rights representative or by some other registered shareholder appointed by him to act as proxy with written authorization to represent his shares. The proxy need not be a registered shareholder unless his power of proxy is based on a legal contract. Statutory quorums The Articles of Association of OC Oerlikon Corporation AG, Pfäffikon provide for no specific quorums that go beyond the provisions of corporate law. Convocation of the General Meeting of Shareholders Supplemental to the provisions of corporate law, the company’s Articles of Associa- tion provide for the convocation of a General Meeting of Shareholders by a one-off announcement in the Swiss Commercial Gazette. Inclusion of items on the agenda The company’s Articles of Association provide that shareholders with a holding of CHF 1 000 000 nominal value are entitled to request that an item be included on the agenda, provided that their requests are submitted in writing and include the actual agenda item and the actual motions; this request is to be made at the latest ten weeks prior to the date of the General Meeting of Shareholders. Inscriptions into the share register The 39 th General Meeting of Shareholders will be held on April 12, 2012 in the KKL Luzern (Culture and Convention Center), Lucerne. Entitled to vote in the General Meeting of Shareholders are the shareholders whose names are inscribed into the share register as shareholders with voting rights at the cut-off date to be determined by the Board of Directors. Right to inspect the minutes of the General Meeting The minutes of the 38 th Annual General Meeting of Shareholders held on May 10, 2011 can be viewed on the Internet at www.oerlikon.com and shareholders may also read the minutes at the headquarters of the corporation upon prior notice. The minutes of the 2012 General Meeting will be published on the Oerlikon website as soon as they have been compiled. 71
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on a new level Annual Report 2011
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Vision Oerlikon creates innovative
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Oerlikon’s Segments in brief Text
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On a new level 2011 was a year of s
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I. Operational review We achieved a
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Dear Shareholders, 2011 was a break
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Solid performance of Oerlikon share
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Remuneration Report Risk Management
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Achieving a new level of profitabil
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Dr. Michael Buscher, CEO Oerlikon G
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3.1 Oerlikon Textile 1. In 2011, Oe
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Turnaround time reduced by 40 % The
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Turnaround time reduced by 40 %
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Business development Oerlikon Drive
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Page 43 and 44: Output improved by 30 % “For a lo
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Page 76 and 77: 58 Stability and competence The Oer
Page 78 and 79: 60 Composition of the Board of Dire
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Page 86 and 87: 68 Leadership and accountability Th
Page 94 and 95: 7.0 Remuneration report In this rem
Page 96 and 97: 78 Compensation of non-executive me
Page 100 and 101: 82 Share options Letter Information
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Page 104 and 105: Contents I. Operational review 1.0
Page 107 and 108: Key Figures Group Notes OC Oerlikon
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Page 120 and 121: 102 Expenses included in EBIT Key F
Page 122 and 123: 104 Deferred taxes Key Figures Grou
Page 124 and 125: 106 Financial investments Key Figur
Page 126 and 127: 108 Property, plant and equipment i
Page 128 and 129: 110 Key Figures Group Notes OC Oerl
Page 130 and 131: 112 Intangible assets Previous year
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Page 134 and 135: 116 Provisions in CHF million Key F
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120 Credit risk Key Figures Group N
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122 Market risk Key Figures Group N
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124 Capital management Key Figures
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126 Related Party transactions Key
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128 Related Party transactions Memb
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130 Segment information Key Figures
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132 Companies by country Country Pr
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134 Report of the Statutory Auditor
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Key Figures Group Notes OC Oerlikon
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Contents I. Operational review 1.0
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9.0 Outlook for global markets Tren
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10.0 Research and development In 20
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166 Innovation highlights Oerlikon
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168 Oerlikon Vacuum MAGiNTEGRA: rob
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170 Oerlikon Coating INGENIA: the q
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11.0 Expanding the global footprint
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174 Oerlikon further expands in gro
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176 the greater the opportunity for
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Financial calendar March 5, 2012 An
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AB Applied Biosystems ∙ ABB ∙ A
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Annual Report 2011 (5.07 MB, PDF-File) - Oerlikon

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