Annual Report 2009 - Von Roll

Corporate Governance 25Corporate GovernanceVon Roll Holding AG is organised in accordance with Swiss law and meets current requirements regarding CorporateGovernance. This publication complies with all the requirements imposed by the SIX Swiss Exchange (Swissstock exchange) regarding information on Corporate Governance (Corporate Governance Directive of 29 October2008). Since 11 August 1987, Von Roll Holding AG, with its registered office in CH-4226 Breitenbach, Passwangstrasse20, and with a further business address at Steinacherstrasse 101, CH-8804 Au/Wädenswil, has been listedon the SIX Swiss Exchange (symbol: ROL, security number: 324.535, ISIN: CH0003245351). As of 31 December 2009,the market capitalisation amounted to TCHF 1,182,585 (2008: TCHF 1,415,406).1. | Group structure and shareholders1.11.1.1| Group structure| Operating Group structureVon Roll Holding AG and its subsidiaries focus their operating activities on the two segments (business units)“Insulation & Composites” and “Transformers & Solar”. Further details about the business units are available insegment reporting in Note 5 of the “Financial reporting” section in this Annual Report.OrganisationLegally the Von Roll Group consists of Von Roll Holding AG and its subsidiaries (see Note 23 of the “Financial reporting”section in this Annual Report). The Von Roll Group has two tiers of management: the Board of Directors andthe Executive Management. The Board of Directors is responsible for the top management of the Company, its organisationalstructure, accounting, financial control and financial planning. It consists of the Board of Directors ofVon Roll Holding AG and its Chairman. The Executive Management is composed of a Chief Executive Officer (CEO),a Chief Financial Officer (CFO) and a third member who is responsible for marketing strategy and IT. The CEO isresponsible for the operational management of the Group. All Members of the Executive Management report to theCEO, are subordinate to him in their roles and support him. The Von Roll organisational structure is geared to thedemands of an integrated technology company. The aim of the reorganisation, which started in 2007, is to be yetmore focused, more transparent and ultimately more client-oriented and faster. The Executive Management with itsrelated group functions (departments) forms the top tier of management. The Executive Management is responsiblefor operating and ongoing business management. In particular, it formulates Group strategy and sets concreteobjectives. Management at segment level is responsible for operational implementation and the income statementof each of the two segments “Insulation & Composites”, as well as “Transformers & Solar”.1.1.2ManagementFor the Von Roll Group, client focus, technological and innovative leadership, as well as the highest level of qualityand service form the basis for long-standing business relationships. By successfully expanding our portfolio, particularlyin the direction of forward-looking and technologically intensive business segments, significant valueadded will be generated and consequently a sustained increase in value for shareholders. The foundation for thisis constant optimisation of processes, costs and quality. To guarantee sustained success, Von Roll falls back on itsbusiness operating system for corporate management. Corporate processes are managed on the basis of corporatevalues, which in turn form the basis of the Von Roll Group’s activities. With the business operating system, theaim of utilising our potential to the full and consequently creating long-term value for our shareholders and clientsis pursued. At the same time, the Von Roll Group strives to rank among the world’s leading companies in terms ofperformance, transparency and innovation. The central corporate value is integrity, by which we mean maintainingrespectful relations with each other as well as clients, suppliers and business partners. In so doing, our employeesobserve the legal and ethical conditions and demonstrate loyalty to the Company. Our employees agree to complywith the internal code of conduct (“Global Code of Conduct”). They are also bound by all the Von Roll Group’sguidelines and directives published on the Group’s Intranet.| Listed companiesThere are no other listed companies within the scope of consolidation of Von Roll Holding AG.