ABB Annual Report 2012 PDF - ABB Group Annual Report 2012

4.3 Shareholders’ dividend rightsABB Ltd may pay out a dividend only if it has been proposedby a shareholder or the Board and approved at a generalmeeting of shareholders, and the auditors confirm that thedividend conforms to statutory law and ABB’s Articles ofIncorporation. Dividends are usually due and payable in Swissfrancs and the ex-date for dividends is usually two tradingdays after the approving shareholders’ resolution.ABB has established, for tax purposes, a dividend accessfacility for its shareholders who are residents of Sweden. Ifsuch shareholders have registered their shares with EuroclearSweden AB, then they may elect to receive the dividend inSwedish kronor from ABB Norden Holding AB without deductionof Swiss withholding tax. For further information on thedividend access facility, please refer to ABB’s Articles ofIncorporation, a copy of which can be found in the section“Corporate governance” at www.abb.com/investorcenter4.4 General meetingShareholders’ resolutions at general meetings are approvedwith an absolute majority of the votes represented at themeeting, except for those matters described in article 704 ofthe Swiss Code of Obligations and for resolutions withrespect to restrictions on the exercise of the right to vote andthe removal of such restrictions, which all require the approvalof two-thirds of the votes represented at the meeting.As at December 31, 2012, shareholders representingshares of a par value totaling at least CHF 412,000 mayrequest items to be included in the agenda of a generalmeeting. Any such request must be made in writing atleast 40 days prior to the date of the general meeting andspecify the items and the motions of such shareholder(s).ABB’s Articles of Incorporation do not contain provisionson the convocation of the general meeting of shareholdersthat differ from the applicable legal provisions.5. Board of Directors5.1 Responsibilities and organizationThe Board defines the ultimate direction of the business ofABB and issues the necessary instructions. It determines theorganization of the ABB Group and appoints, removes andsupervises the persons entrusted with the management andrepresentation of ABB.The internal organizational structure and the definition ofthe areas of responsibility of the Board, as well as the informationand control instruments vis-à-vis the Executive Committee,are set forth in the ABB Ltd Board Regulationsand Corporate Governance Guidelines, a copy of which canbe found in the section “Corporate governance” atwww.abb.com/ investorcenterThe Board meets as frequently as needed but atleast four times per annual Board term. Board meetings areconvened by the chairman or upon request by a directoror the chief executive officer (CEO). Documentation coveringthe various items of the agenda for each Board meeting issent out in advance to each Board member in order to alloweach member time to study the covered matters prior tothe meetings. Decisions made at the Board meetings arerecorded in written minutes of the meetings.The CEO shall regularly, and whenever extraordinarycircumstances so require, report to the Board aboutABB’s overall business and affairs. Further, Board membersare entitled to information concerning ABB’s businessand affairs. Additional details are set forth in the ABB LtdBoard Regulations & Corporate Governance Guidelineswhich can be found in the section “Corporate governance”at www.abb.com/ investorcenter5.2 Term and membersThe members of the Board are elected individually at theannual general meeting of the shareholders for a term of oneyear; re-election is possible. Our Articles of Incorporation,a copy of which can be found in the section “Corporate governance”at www.abb.com/investorcenter, do not providefor the retirement of directors based on their age. However,an age limit for members of the Board is set forth in theABB Ltd Board Regulations and Corporate Governance Guidelines(although waivers are possible and subject to Boarddiscretion), a copy of which can be found in the section “Corporategovernance” at www.abb.com/investorcenter20 Corporate governance report | ABB Annual Report 2012