Annual Report 2009 - Rieter

22 Rieter-Konzern Rieter Group . Annual . Geschäftsbericht Report 2009 2009 . Corporate . Abschnitt Governance
Cross-involvement
There are no reciprocal appointments to the Board
of Directors.
Group Secretary
Thomas Anwander, lic. iur., Head of Group Legal
Services, Group Secretary of Rieter Holding Ltd.,
has been Secretary to the Board of Directors since
1993; he is not a member of the Board of Directors.
Election and term of office
Elections to the Board of Directors are staggered
and directors are elected for a term of office of three
years. They retire at the Annual General Meeting following
their 70th birthday. Nominations for election
to the Board of Directors are made with due regard
for the balanced composition of this body, taking industrial
and international management and specialist
experience into account.
The Annual General Meeting held on April 29, 2009,
elected Dr. Jakob Baer to the Board of Directors
for a further term of office. Michael Pieper, This E.
Schneider, Hans-Peter Schwald and Peter Spuhler
were elected as new members of the Board of Directors.
Dr. Ulrich Dätwyler and Dr. Peter Wirth did not
stand for re-election to the Board at the end of their
term of office.
Dr. Rainer Hahn decided to resign from the Board
of Directors on the date of the 2009 Annual General
Meeting.
The term of office of Dr. Dieter Spälti expires at
the Annual General Meeting to be held on April 28,
2010. He is standing for re-election.
Internal organization
The Board of Directors is responsible for supervisory
management of the Rieter Group and the group
companies. It exercises a supervisory function over
the persons who have been entrusted with the management
of the business. It takes decisions on all
transactions assigned to it by law, the articles of association
and the management regulations. It draws
up the Annual Report, prepares the Annual General
Meeting and makes the necessary arrangements
for implementing the resolutions adopted by the
Annual General Meeting. The Board of Directors
has the following decision making authority:
• composition of the business portfolio and strategic
thrust of the group
• definition of the group’s structure
• election of the Executive Chairman
• appointment and dismissal of the members of
the Group Executive Committee
• definition of authority and duties of the Chairman
and the committees of the Board of Directors as
well as the members of the Group Executive Committee
• organization of accounting, financial control and
financial planning
• approval of strategic and financial planning,
the budget, the annual financial statements and
the Annual Report.
• principles of financial and investment policy,
personnel and social policy, management and
communications.
• signature regulations and allocation of authority
• principles of internal auditing
• decisions on investment projects involving
expenditure exceeding 10 million CHF
• issuance of bonds and other financial markets
transactions
• incorporation, purchase, sale and liquidation of
subsidiaries
The Board of Directors comprises the Chairman, the
Vice Chairman and the other members. The directors
allocate their responsibilities amongst themselves.
The Board of Directors has also appointed its
Chairman as Delegate of the Board of Directors (Executive
Chairman). The Vice Chairman also acts as
Lead Director. The Lead Director chairs the Board of
Directors in assessing the performance of the Executive
Chairman, deciding on his remuneration and
other matters requiring separate discussion or decision-making.
The Vice Chairman stands in for the
Chairman in the latter’s absence. The Board of Directors
has a quorum if a majority of members are
present. Motions are approved by a simple majority.
In the event of a tie, the Chairman has the casting