Annual Report 2009 - Rieter

26 Rieter-Konzern Rieter Group . Annual . Geschäftsbericht Report 2009 2009 . Corporate . Abschnitt Governance
Management contracts
There are no management contracts between Rieter
Holding Ltd. and third parties.
5 Remuneration report
Content and process for specifying remuneration
and equity participation programs
Information on the remuneration of the Board of
Directors and the Group Executive Committee can
be found in the remuneration report from page 73.
6 Shareholders’ participatory rights
Voting restrictions
Rieter imposes no voting restrictions.
Statutory quorum
General meetings of shareholders adopt resolutions
with the absolute majority of voting shares
represented. All amendments to the articles of
association require at least a two-thirds majority
of the votes represented.
Calling general meetings of shareholders,
drawing up the agenda, voting proxies
General meetings of shareholders are called in writing
by the Board of Directors at least 20 days prior
to the event, with details of the agenda, pursuant to
§ 8 of the articles of association, and are published
in the company’s official publication medium (Swiss
Official Commercial Gazette).
Pursuant to § 9 of the articles of association, shareholders
representing shares with a par value of at
least 500 000 CHF can request the inclusion on the
agenda of an item for discussion, with details of the
relevant motions, by a closing date published by the
company. Shareholders who do not attend general
meetings personally can arrange to be represented
by another shareholder, by the company or by the
independent voting proxy.
Entries in the shareholders’ register
No entries are made in the shareholders’ register
for ten days before and three days after the general
meeting of shareholders.
7 Change of control and defensive measures
Obligation to submit an offer
The legal provisions in terms of Art. 22 BEHG (Bundesgesetz
über die Börsen und den Effektenhandel
– Swiss Exchanges and Securities Trading Act)
are applicable. This states that a shareholder or
a group of shareholders acting in concert who
hold more than 33 1 ⁄ 3 % of all shares must submit
a takeover offer to the other shareholders.
Change of control clauses
There are no change of control clauses in contracts
of employment and office. In the event of a change
of control all outstanding options can be exercised
immediately and all shares blocked in the context
of the share purchase plan are released.
8 Statutory auditors
Duration of mandate and term of office
of the lead auditor
PricewaterhouseCoopers AG, Zurich (PwC), have
been the statutory and group auditors of Rieter
Holding Ltd. and the Rieter Group since 1984. Most
of the companies in the Rieter Automotive Systems
Division are audited by KPMG. Urs Honegger has
officiated as lead auditor for the Rieter mandate at
PwC since 2009.
Audit fees and additional fees
PwC, KPMG and other auditors charged the Rieter
Group approximately 2.0 million CHF (2.9 million
CHF in 2008) for services in connection with auditing
the annual financial statements of the group
companies and Rieter’s consolidated accounts in
the 2009 financial year. PwC, KPMG and other auditors
invoiced some 0.8 million CHF (1.3 million CHF
in 2008) for additional services. 0.3 million CHF