Annual Report 2009 - Von Roll

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Corporate Governance 29Dr. Peter KalantzisMemberSwiss and Greek nationalDr. rer. pol., University of Basel,SwitzerlandProfessional career1971–1990:Various management functions, last position as delegate to theBoard of Directors of Lonza AG, Basel, Switzerland1991–2000:General Director and Member of the Executive Management of theAlusuisse-Lonza Group AG, Zurich, Switzerland. From 1991 to 1996head of the Chemie Lonza division and then responsible for Groupdevelopment from 1997 to 2000Other activitiesChairman of the Board of Directors of Mövenpick Holding AG, Cham,Switzerland; Chairman of the Board of Directors of Clair AG, Cham,Switzerland; Chairman of the Board of Directors of PrivatAir Holding SA,Geneva, Switzerland; Member of the Board of Directors of LamdaDevelopment AG, Athens, Greece; Member of the Board of Directors ofCNH Global NV, Amsterdam, Netherlands; Member of the Board ofDirectors of Paneuropean Oil and Industrial Holding SA, Luxembourg;Member of the Supervisory Board of Transbalkan Pipeline BV, Amsterdam,Netherlands; Member of the Board of Directors of SGS SA (SociétéGénérale de Surveillance), Geneva, Switzerland; Member of the Board ofDirectors of Hardstone Services SA, Geneva, SwitzerlandGerd PeskesMemberGerman nationalBusiness degree from FachhochschuleBochum, GermanyProfessional accountantProfessional careerSince 1978:Managing Director of Gerd Peskes GmbH Wirtschaftsprüfungsgesellschaft,Düsseldorf, GermanyOther activitiesVice Chairman of the Supervisory Board of Custodia Holding AG, Munich,Germany; Vice Chairman of the Supervisory Board of NymphenburgImmobilien AG, Munich, Germany; Member of the Supervisory Board ofRHI AG, Vienna, Austria; Vice Chairman of the Supervisory Board of ZwackUnicum RT., Budapest, Hungary; Member of the Board of Directors ofMövenpick Holding AG, Cham, Switzerland; Chairman of the SupervisoryBoard of ARAG Allgemeine Rechtsschutz-Versicherungs-AG, Düsseldorf,Germany; Member of the Supervisory Board of apetito AG, Rheine,Germany; Member of the Supervisory Board of Claas KGaA, Harsewinkel,Germany; Member of the Board of Directors of Underberg AG, Dietlikon,SwitzerlandAll non-executive Members of the Board of Directors in the financial years 2006 to 2009 belonged to neither thekey management of Von Roll Holding AG nor to one of its subsidiaries, nor did they have significant businessrelations with the latter.
30 Corporate Governance3.23.33.43.4.13.4.2| Other activities and interestsInformation on the other activities and interests of the Members of the Board of Directors is shown in section 3.1.| Elections and terms of officeThe Members of the Board of Directors are normally individually elected on a staggered basis for a term of threeyears by the Annual General Meeting. As a result of the election of a completely new Board of Directors in financialyear 2007, the staggering is currently not in place. Four Directors (T. Limberger, G. Egli, G. Amtstätter, Dr. P. Kalantzis)were appointed for the first time in 2007 for a term of office until the Annual General Meeting 2010 and one Director(G. Peskes) was appointed for the first time in 2000 and re-elected in 2009 for a term of office until the AnnualGeneral Meeting 2012. In accordance with the Rules of Procedure of Von Roll Holding AG, each Member of theBoard of Directors is obliged to resign from office at the latest by the Annual General Meeting of the calendar yearfollowing the calendar year in which that member turns 72.| Internal organisationThe organisation of the Board of Directors and its committees is detailed in the Rules of Procedure. These areavailable on Von Roll Holding AG’s website, www.vonroll.com, under Rules of Procedure in the CorporateGovernance section, under Investor Relations. The following paragraphs summarise the main elements of the Rulesof Procedure.| Division of responsibilities and working methods of the Board of DirectorsThe Board of Directors constitutes itself by annually electing a Chairman, a Vice Chairman, a delegate and themembers of the committees from its members. The individual functions are listed in section 3.1. The Board of Directorsappoints a minute-taker who does not have to be a Member of the Board of Directors. The Board of Directorsmakes its decisions and decides elections with an absolute majority of the votes cast. In the event of a tied vote,the Chairman has the casting vote. The Members of the Executive Management participate without voting rights inmeetings for the agenda items relating to business activities. The invitation letter to the meeting shows all theagenda items that a Member of the Board of Directors, a committee or the CEO wishes to discuss. The participantsof the meeting receive detailed written documentation in advance for all motions. The Chairman convenes theBoard of Directors as often as business operations require. The Board of Directors met seven times during the reportingyear. On average the meetings lasted three hours. The dates for the ordinary meetings are set at an earlystage so that most members were usually able to attend in person.| Committees of the Board of Directors and their methods of operationThe Board of Directors has the following committees:Audit CommitteeThe Audit Committee is a standing committee of the Board of Directors. It supports the Board of Directors in theassumption of its responsibility for the Group in the area of financial reporting, the application of accounting standardsand systems and the external audit. The activities of the Audit Committee do not release the Board of Directorsfrom its legal obligations and the decision-making power remains with the Board of Directors. The Audit Committeecomprises three Members of the Board of Directors: G. Peskes (Chairman), G. Amtstätter and Dr. P. Kalantzis. TheCFO attends the Audit Committee meetings. The Audit Committee met three times in total during the reporting year.On average the meetings lasted three hours and forty minutes.People & Remuneration CommitteeThe People & Remuneration Committee is responsible for monitoring the selection of managers as well as theirterms of employment. The members verify and propose the remuneration of the Board of Directors and the managersas well as any option and stock option plans. The People & Remuneration committee has no decision-makingpowers. The duties and competences assigned to the Board of Directors under the Rules of Procedure and by lawremain with the full Board of Directors. It may seek outside expert advice from time to time to support its recommendations.It comprises the Board Members G. Amtstätter (Chairman), G. Egli and Dr. P. Kalantzis. The CEO andChairman attends the People & Remuneration Committee’s meetings, apart from when his remuneration is beingdiscussed. During the reporting year, the People & Remuneration Committee met three times, for an average of onehour each time.
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Annual Report 2009 - Von Roll

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