Annual Report 2012 - Investor Relations

46Corporate Governance• where the applicant, despite having been requested by the companyto do so, does not expressly declare himself or herself tobe acquiring the shares in his or her own name and on his or herown account.No restrictions on voting rights of this kind were made in 2012and 2011.A shareholder may be represented at the General Meeting ofShareholders only by an authorised legal representative, anothershareholder entitled to vote, Cham Paper Group Holding AG as thestatutory representative, an independent voting representative ora custodial representative.6.2 Voting quorumsThe Articles of Association of Cham Paper Group Holding AG donot stipulate any special quorums that go beyond the provisions ofSwiss corporate law.6.3 Convocation of the General Meeting of ShareholdersThe General Meeting of Shareholders is convened in accordancewith statutory requirements.6.4 AgendaShareholders who represent shares with a par value of at least onemillion Swiss francs may make written requests for proposals foritems to be placed on the agenda. Such proposals must be submittedin writing to the Board of Directors at least sixty days prior tothe General Meeting of Shareholders.6.5 Entry in the share registerShareholders may request that they be entered in the share registerat any time. As a general rule, shareholders may be enteredin the share register up to one week before the General Meetingof Shareholders.7. Change of control and defense measures7.1 Obligation to submit a bidThere are no provisions in the Articles of Association concerningthe obligation to submit a bid. Legal provisions apply in this regard.7.2 Change-of-control clauseThere are no change-of-control clauses with members of theBoard of Directors or with members of the Executive ManagementBoard.8. Auditors8.1 Retainership and term of office of the lead auditorPriceWaterhouseCoopers, Zug, has been retained as the statutoryauditors and Group auditors since 2010. Norbert Kühnis, the responsiblelead auditor, assumed his office in the same year (2010).The retainership of the auditors is decided each year and must berenewed annually. The Group auditor and the statutory auditorsare re-elected each year by the General Meeting of Shareholders.8.2 Auditing fees and additional feesThe following fees were invoiced by PriceWaterhouseCoopers,Zug, or Ernst & Young AG, Zurich (in 2010), for its services renderedas Group auditors and statutory auditors of Cham PaperGroup Holding AG and its subsidiaries:2012TCHF2011TCHFOrdinary audits 164 171Audit-related fees 23 –Tax advisory services – –Total 187 171Fees for audit services cover those services which must be performedevery year in order to render an assessment on the consolidatedfinancial statements and to draw up reports on the financialstatements of the subsidiaries as required by local law.Fees for audit-related services cover other verification services bythe auditors that do not necessarily have to be provided by theGroup auditor.Fees for tax services extend to all services that are provided bythe tax section of the Group auditor apart from those related to theaudit itself. Tax services cover compliance with tax legislation, taxplanning and tax advice.8.3 Information tools of the external auditorsThe auditors normally attend the meetings of the Audit Committee.They report orally and in writing on the findings of their audits.Evaluation and monitoring of the auditors is performed by theAudit Committee, which makes recommendations to the Boardof Directors. In particular, the Audit Committee evaluates the performance,fees, and independence of the statutory auditors. In2012, the auditors attended a total of three half-day meetings ofthe Audit Committee.