Annual Report 2009 - Rieter

18 Rieter-Konzern Rieter Group . Annual . Geschäftsbericht Report 2009 2009 . Corporate . Abschnitt Governance
Corporate Governance
Transparent reporting creates the basis for trust.
As a corporate group with an international scope
which is committed to creating long-term values,
the Rieter Group maintains high standards of corporate
governance and pursues a transparent information
policy vis-à-vis its stakeholders.
The basis for the contents of the following chapter
is provided by the Articles of Association of Rieter
Holding Ltd. and the Management Regulations of
Rieter. The structure of this report conforms to the
corporate governance guidelines issued by the SIX
Swiss Exchange and the pertinent commentaries.
Unless otherwise stated, the data refer to December
31, 2009. All information will be updated regularly
on www.rieter.com/investors. Some data refer to
the financial section of this Annual Report. The compensation
report can be found from page 73 of the
financial report.
1 Group structure and shareholders
Group structure
Rieter Holding Ltd. is a company incorporated under
Swiss law, with a registered office in Winterthur.
The Rieter Group comprises the Textile Systems and
Automotive Systems divisions, the Corporate Center
and all companies controlled by Rieter Holding Ltd.,
including joint ventures. The divisions conduct their
business within the framework of the internal management
regulations and are responsible for profitability
with reference to sales and capital employed.
The heads of the divisions report to the Executive
Chairman. Detailed segmental reporting can be
found on pages 43 and 44.
The Corporate Center comprises the central group
specialist units. The Corporate Center supports the
Board of Directors, the Executive Chairman and the
Group Executive Committee in their management
and supervisory functions. The CFO is Head of the
Corporate Center and reports to the Executive
Chairman. Some 90 companies worldwide belonged
to the Rieter Group as of December 31, 2009. A list
of the main companies can be found on pages 64
and 65. The management organization of the Rieter
Group is independent of the legal structure of the
group and the individual companies.
Notifiable shareholdings/cross-holdings
As of December 31, 2009, Rieter was aware of
the following shareholders with more than 3% of
all voting rights in the company:
• PCS Holding, Weiningen, Switzerland
• Artemis Beteiligungen IV AG, Hergiswil, Switzerland,
and Forbo International SA, Baar, Switzerland
• First Eagle Investment Management LLC,
Wilmington, USA, formerly called Arnhold and
S. Bleichroeder Advisers LLC, New York, USA
Refer to page 72 for details.
There are no cross-holdings in which the interests
exceed 3% of its own shares.
2 Capital structure
Share capital
On December 31, 2009, the share capital of Rieter
Holding Ltd. totaled 23 361 815 CHF. This is divided
into 4 672 363 fully paid registered shares with a
par value of 5.00 CHF each. The shares are listed on
the Swiss Exchange (SIX), securities code 367144;
ISIN CH0003671440; Investdata RIEN. Rieter’s
market capitalization on December 31, 2009, was
1 085 million CHF. Each share entitles the holder to
one vote at general meetings of shareholders. Rieter
has neither participation certificates nor dividendright
certificates in issue.
Rieter Holding Ltd. had neither authorized nor contingent
share capital outstanding on December 31,
2009.
Changes in share capital
The Annual General Meeting held on May 8, 2008,
adopted a resolution to reduce the share capital by
839 000 CHF to 21 415 280 CHF through the cancellation
of 167 800 registered shares. These shares
had been acquired in the context of the share buy-