Corporate Governance Report 2011/12 - Sonova

More documents

Recommendations

Info

34 advancing corporate governance NON-LISTED COMPANIES A list of the significant companies of the Sonova Group as of March 31, 2012 can be found in the Consolidated Financial Statements in Note 35. SHAREHOLDERS REGISTERED SHAREHOLDERS As of March 31, the shareholdings of registered shareholders were distributed as follows: Number of shares SONOVA ANNUAL REPORT 2011 / 12 Registered shareholders 31.3.2012 Registered shareholders 31.3.2011 1 – 100 6,479 6,666 101 – 1,000 9,835 10,250 1,001 – 10,000 1,330 1,456 10,001 – 100,000 162 177 100,001 – 1,000,000 21 19 > 1,000,000 Total registered 6 7 shareholders 17,833 18,575 SIGNIFICANT SHAREHOLDERS The following overview shows the registered shareholdings of significant shareholders as of March 31. Significant shareholders may also hold non-registered shares which are reported under “Not registered”: 2012 2012 2011 2011 No. of shares in % No. of shares in % Chase Nominees Ltd. 2) 9,816,290 14.74 5,447,068 8.19 Beda Diethelm 1) 6,647,259 9.98 6,647,259 9.99 Andy Rihs 1) 5,574,598 8.37 6,009,598 9.04 Hans-Ueli Rihs 1) Mellon Bank 4,222,713 6.34 3,792,713 5.70 Nominee 2) Nortrust 2,619,938 3.94 n/a
advancing corporate governance CAPITAL STRUCTURE CAPITAL As of March 31, 2012, the capital of Sonova Holding AG comprised the following: Ordinary capital (in CHF) 3,328,717 Total shares 66,574,333 Authorized capital (in CHF) n.a. Authorized shares n.a. Conditional capital (in CHF) 296,054 Conditional shares 5,921,087 AUTHORIZED AND CONDITIONAL CAPITAL Authorized capital The General Shareholders’ Meeting held on June 10, 2009 approved the creation of authorized share capital of 3,311,520 registered shares with a par value of CHF 0.05 per share. The authorization expired on June 9, 2011 and the respective provision in the articles of incorporation of Sonova Holding AG was removed by a resolution of the Board of Directors of Sonova Holding AG on June 14, 2011. Conditional capital The General Shareholders’ Meeting held on July 7, 2005 approved the creation of conditional share capital of 3,301,120 registered shares with a par value of CHF 0.05 per share. The purpose of this additional conditional share capital is to improve the company’s financial flexibility. This capital may be used for exercising option and conversion rights granted in connection with bonds or similar debt instruments issued by the company for the purpose of financing the acquisition of companies, parts of companies or shareholdings. At the General Shareholders’ Meetings in 1994 and 2000, conditional share capital of 8,000,000 registered shares with a par value of CHF 0.05 per share was created for the purpose of offering Sonova shares, through an option program, to key employees of the Sonova Group. SONOVA ANNUAL REPORT 2011 / 12 CHANGES IN CAPITAL As of March 31 2012, the capital of Sonova Holding AG comprised the following: 2012 2011 2010 Ordinary capital (in CHF) 3,328,717 3,325,720 3,304,537 Total shares Authorized capital 66,574,333 66,514,393 66,090,745 (in CHF) n.a. 165,576 165,576 Authorized shares Conditional capital n.a. 3,311,520 3,311,520 (in CHF) 296,054 299,051 320,234 Conditional shares 5,921,087 5,981,027 6,404,675 The authorized share capital of 3,311,520 registered shares created on June 10, 2009, has not been used and the authorization expired on June 9, 2011. A total of 5,380,033 of a maximum of 8,000,000 approved conditional shares with a par value of CHF 0.05 each have been issued, so that the maximum conditional share capital reserved for key employees’ share option plans was reduced by March 31, 2012, to 2,619,967 (previous year:2,679,907) shares. In the financial year 2011/2012, a total of 338,474 options were granted as part of the Sonova Executive Equity Award Plan (EEAP). In 2010/11 and 2009/10, the number of options granted totaled 612,065 and 517,532 respectively. As of March 31, 2012, there were still 2,013,679 options outstanding (compared with 1,929,751 in the previous year). Each of these options entitles the holder to purchase one registered share in Sonova Holding AG with a par value of CHF 0.05. The conditional share capital of 3,301,120 registered shares, which was created on July 7, 2005, in order to increase the company’s financial flexibility, has not yet been used. SHARES AND PARTICIPATION CERTIFICATES Sonova Holding AG registered shares have been listed on the Swiss stock exchange (SIX Swiss Exchange) since November 1994. The General Shareholders’ Meeting of July 5, 2001, approved a capital reduction and a repayment of CHF 15 on the par value per share. At the same time, the shareholders approved a 1:100 stock split. This reduced the par value of Sonova registered shares from CHF 20 to their current value of CHF 0.05. With the exception of the treasury shares held by the company itself, each share represents one vote at the General Shareholders’ Meeting and is entitled to dividend payments. 35
Page 1: advancing corporate governance Sono
Page 5 and 6: advancing corporate governance BOAR
Page 7 and 8: advancing corporate governance SONO
Page 9 and 10: advancing corporate governance The
Page 11 and 12: advancing corporate governance SONO
Page 13 and 14: advancing corporate governance REGI

Corporate Governance Report 2011/12 - Sonova

Create successful ePaper yourself

Delete template?

Save as template?