Corporate Governance

More documents

Recommendations

Info

3.2 Other activities and interests Edgar Oehler — Since 1988 owner, Chairman and CEO of Hartchrom AG/Surface Technologies International Holding AG, Steinach (Canton St. Gallen); member of various boards companies and foundations in Switzerland and abroad. Ernst Buob — Chairman of the Board of Moser Holding AG, Innsbruck; member of the Board of Directors of Hälg Holding AG, St. Gallen, and Hartchrom AG/Surface Technologies International Holding AG, Steinach (Canton St. Gallen); member of various boards of companies and foundations in Switzerland and abroad. Arthur Loepfe — Member of the Board of Directors of Emil Ebneter AG/Appenzeller Alpenbitter, Appenzell AI, Brauerei Locher AG, Appenzell AI, Serto AG/Gressel AG, Aadorf (Canton Thurgau), and Blumer-Lehmann AG/Holzwerk Lehmann AG, Gossau (Canton St. Gallen); member of various boards of companies and foundations in Switzerland. Ulrich Flückiger — Since 2001 majority shareholder, Chairman and Managing Director of drf consulting AG, Urdorf (Canton Zurich). Andreas Gühring — Member of the Supervisory Board of ThyssenKrupp Umformtechnik GmbH, Ludwigsfelde. 3.3 Corporate integration — There are no reciprocity agreements with other boards of directors of companies listed on the stock exchange. Corporate Governance 3.4 Election and term of office — The members of the Board of Directors are generally elected by the ordinary general meeting for a period of three years. The first term of a member of the Board of Directors equals the remaining mandate of the member he/she has replaced, if applicable. The members of the Board of Directors may be re-elected an indefinite number of times. The terms of office of the current members are as follows: First elected Term expires Edgar Oehler 2003 2006 (proposed for re-election at the 2006 AGM) Ernst Buob 2003 2006 (proposed for re-election at the 2006 AGM) Arthur Loepfe 2002 2006 (proposed for re-election at the 2006 AGM) Ulrich Flückiger 2005 2006 (will not stand for re-election at the 2006 AGM) Andreas Gühring 2005 2006 (proposed for re-election at the 2006 AGM)
58 5 3.5 Internal organisation — The Board of Directors meets at the invitation of the Chairman as often as the business of the company requires, and at least three times a year. The full Board of Directors met five times during the year under review. 3.5.1 Division of duties — The Board of Directors is presided by its Chairman, Dr. Edgar Oehler, who is also Chief Execu- tive Officer. Vice-Chairman of the Board of Directors is Dr. Ernst Buob. The Board of Directors is supported by an Audit Committee and a Remuneration and Nominations Committee. 3.5.2 Board committees — Each committee has a written charter, approved by the Board of Directors, laying down its powers and responsibilities and working procedures. The Board of Directors appoints the members and chairs of the committees. Audit Committee — The Audit Committee is composed of at least three members, of whom at least two (one of whom must be the chairman of the committee) are independent and have experience in finance and accounting. The main responsibilities of the Audit Committee are reviewing the effectiveness of the external and internal auditors, evaluating the internal control system, reviewing the financial reports and the performance, fees and independence of the external auditors. The Audit Committee meets as often as business requires. Since 9 June 2005, the Audit Committee has comprised the following members: – Arthur Loepfe, Chairman – Ernst Buob, Deputy Chairman – Andreas Gühring The Audit Committee met once during the year under review. Remuneration and Nominations Committee — The Remuneration and Nominations Committee is composed of at least three members, of whom at least two are independent. The main responsibilities of the Remuneration and Nominations Committee are approving the group’s remuneration policy and determining principles for selecting candidates for election to the Board of Directors and for top management. The Remuneration and Nominations Committee meets as often as business requires. Since 9 June 2005, the Remuneration and Nominations Committee has comprised the following members: – Edgar Oehler, Chairman – Andreas Gühring, Deputy Chairman – Ulrich Flückiger The Remuneration and Nominations Committee did not meet during the year under review.
Page 1 and 2: Corporate Governance Corporate Gove
Page 3: 3. The Board of Directors of AFG Ar
Page 7 and 8: 4. Group Management 60 61 4.1 Membe
Page 9 and 10: 62 63 5.6 Options — Since options
Page 11: 8. Auditors 64 65 8.1 Length of man

Corporate Governance

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?