Annual Report 2012 - Investor Relations

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34Corporate GovernanceCorporate GovernanceThe Cham Paper Group is committed to contemporary corporategovernance. The statements below comply with the current Directiveon Information Relating to Corporate Governance (DCG) of theSIX Swiss Exchange and describe the principles and regulationsrelating to the organisation, management and monitoring of ChamPaper Group Holding AG and its subsidiaries as at 31 December2012. These principles are contained in the Articles of Associationand in the Organisational Regulations of the Board of Directors.1.2 Significant shareholdersAs of 31 December 2012, 887 shareholders were entered in theshare register of Cham Paper Group Holding AG (2011: 1,078shareholders). The following shareholders and shareholder groups,known to Cham Paper Group Holding AG from the share registerand from the disclosures of participating interests in the SwissOfficial Gazette of Commerce, each held more than three per centof the share capital as at 31 December 2012 and 2011:1. Group structure and shareholders1.1 Group structureCham Paper Group Holding AG, with its headquarters in 6330Cham, is a public limited company organised according to the lawsof Switzerland. In its capacity of a holding company it holds, eitherdirectly or indirectly, all companies belonging to the Group. Thescope of consolidation does not include any listed companies. Theunlisted companies that are part of the scope of consolidation ofCham Paper Group Holding AG are presented on page 68 of theconsolidated financial statements with details of each company,its registered office, share capital and shareholdings. The Group’soperational management structure as at 1 January 2013 is shownin the organisational chart below.2012 2011Buhofer shareholder group (BURUHolding AG, Philipp Buhofer, HeinzBuhofer, all Hagendorn 40.89% 40.41%LB (Swiss) Investment AG, Zurich 5.61% 4.80%Cham Paper Group Holding AG, Cham 5.59% 5.95%In the notification to the SIX Swiss Exchange of 3 November 2009,Philipp Buhofer was disclosed as acting jointly or as an organisedgroup in concert with BURU Holding AG (Buhofer shareholdergroup). His personal holding as of 31 December 2012 amountedto 0.93% of the share capital of Cham Paper Group Holding AG.Cham Paper GroupHolding AGBoard of DirectorsDelegate of theBoard of DirectorsUrs Ziegler*Head of Finance &ControllingLuis MataCorp. Communications &ServicesFranziska StöckliManaging DirectorCPG Schweiz AGPeter Müller*Managing DirectorCPG Italia S.p.A.Marcello Di Giacomo*Mill Manager CarmignanoMarcello Di Giacomo*Mill Manager CondinoGerold Zuegg*
Corporate Governance35In the notification to the SIX Swiss Exchange of 9 April 2010, HeinzBuhofer was disclosed as acting jointly or as an organised group inconcert with BURU Holding. As such, he belongs to the Buhofershareholder group. His personal holding as of 31 December 2012amounted to 0.39% of the share capital of Cham Paper GroupHolding AG. In the notification of 9 April 2010, the shareholders ofBURU Holding AG that are not shareholders of Cham Paper GroupHolding AG were disclosed to the SIX Swiss Stock Exchange 1 .As far as Cham Paper Group Holding AG is aware, the significantshareholders of the company have not entered into any shareholders’agreements among themselves nor have they entered intoany agreements regarding the exercise of voting rights or otherrights related to the shares of Cham Paper Group Holding AG.1.3 Cross-shareholdingsCham Paper Group Holding AG does not have any cross-shareholdingsin other companies exceeding the maximum limit of 5%in terms of capital or voting rights.2. Capital structure2.1 Share capitalThe nominal share capital of Cham Paper Group Holding AG wasCHF 48,425,000 as at 31 December 2012. The share capital is dividedinto 745,000 fully paid-up registered shares with a par valueof CHF 65.00 per share. All shares have the same voting rightsand are entitled to the same dividend. There is only one categoryof registered shares.The shares of Cham Paper Group Holding AG are listed on the SIXSwiss Exchange and are traded in the small & mid caps segment(securities number: 193185, ISIN code: CH0001931853, tickersymbol: CPGN). For further information about the shares of ChamPaper Group Holding AG, please refer to pages 6 and 7.Cham Paper Group Holding AG suspended the share buy-backprogram initiated in FY 2008 in April of 2009. The Group did not acquireany other shares via this share buy-back program in FY 2012.The treasury shares acquired as part of this program have not beenvoided. As of 31 December 2012, Cham Paper Group Holding AGheld 41,655 registered shares in the company's own holdings (31December 2011: 44,302 registered shares in the company’s ownholdings). This corresponds to 5.59% of the share capital of ChamPaper Group Holding AG.2.3 Changes in capitalIn FY 2012 and 2011 no changes were made to the company’s capital.As of 31 December 2012 and 2011 the nominal share capitalof Cham Paper Group Holding AG amounted to CHF 48,425,000.The par value of the registered shares amounted to CHF 65.00.At the 98th General Meeting of Shareholders on 29 April 2010, andbased on the specially qualified auditor's report, the shareholdersdecided to reduce the share capital of Cham Paper Group HoldingAG of CHF 57,737,500 by CHF 9,312,500 to CHF 48,425,000by reducing the par value of the 745,000 registered shares fromCHF 77.50 to CHF 65.00 per share, to use the reduction amountof CHF 12.50 per share as a disbursement to shareholders, and toamend the Articles of Association accordingly.For further information about the development of the share capitalstructure of Cham Paper Group Holding AG during the last twoyears, please refer to the tables on page 74 of the financial statementsof Cham Paper Group Holding AG.2.4 Participation and dividend right certificatesCham Paper Group Holding AG has not issued any participationcertificates or dividend right certificates.2.5 Restrictions on transferability and nominee entriesTransfer of the registered shares of Cham Paper Group Holding AGis not subject to any restrictions. The only requirement for entry inthe share register is a declaration that the shareholder has acquiredthe shares in his or her own name and on his or her own account.Otherwise there are no other entry restrictions.2.6 Convertible bonds and optionsCham Paper Group Holding AG has no outstanding convertiblebonds nor has it issued any tradable options.2.7 Dividend policy and appropriation of available earningsCham Paper Group Holding AG pursues a dividend policy accordingto which 25% to 35% of the net operating profit is designatedfor distribution. This ensures that profits are largely plowed backinto the company for financing its long-term growth. The proposalmade by the Board of Directors to the General Meeting of Shareholderspertaining to the appropriation of the available earningsalways takes account of the company’s current financial situation.2.2 Conditional and approved capitalThere is no conditional or approved capital.1 The individual disclosure notifications published during the year are publiclyaccessible at www.six-exchange-regulation.com/publications/published_notifications/major_shareholders_en.html.
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Page 11: Letter to Shareholders9Urs ZieglerD
Page 15: Markets of the Cham Paper Group13Ou
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Page 21 and 22: What has speciality papergot to do
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Page 45 and 46: Corporate Governance43NameMarcello
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Annual Report 2012 - Investor Relations

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