Uster Technologies Ltd | Annual Report 2009 Uster Technologies ...

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2.4 Shares and Participation Certificates2.4.1 SharesEach share has a nominal value of CHF 9.40 and each share recorded and registered under a shareholder’sname in the share register of Uster Technologies Ltd is entitled to one vote. There are no preferential rightsfor individual shareholders and all shareholders are entitled to equal dividends.On January 1, 2010, the new Swiss Federal Act on Intermediated Securities (FISA) became effective. UsterTechnologies Ltd created the uncertificated securities book (Wertrechtebuch) pursuant to art. 973c of theSwiss Code of Obligations. In addition the shares of Uster Technologies Ltd are registered with the SIX SISAG and will qualify as intermediated securities in accordance with the FISA.2.4.2 Participation CertificatesUster Technologies Ltd has not issued any participation certificates.2.5 Profit Sharing CertificatesUster Technologies Ltd has not issued any profit sharing certificates.2.6 Limitations on Transferability and Nominee Registrations2.6.1 Limitations on TransferabilityAcquirers of registered shares will be recorded in the share register as shareholders with the right to vote,provided they explicitly declare to have acquired these registered shares in their own name and for their ownaccount.2.6.2 Nominee RegistrationsNominees are persons or entities who do not expressly declare in the application form to hold the shares fortheir own account and with whom the Board of Directors has entered into the according contractual agreements.According to the articles of association, the Board of Directors may record nominees in the share register withvoting rights for shares up to a maximum of 3.0% of the outstanding nominal share capital. Shares held by anominee that exceed this limit are only registered in the share register with voting rights if such nominee declaresin writing to disclose name, address and shareholding of any person or legal entity for whose account itis holding 1.0% or more of the outstanding share capital.Legal entities and associations or other partnerships that are linked by capital, voting power, managementor in other manner as well as all persons, entities and partnerships that are acting in concert with a view tocircumvent the restrictions on nominee registration (especially as a syndicate) are deemed to be one nominee.2.7 Convertible Bonds and Warrants/OptionsUster Technologies Ltd has not issued any convertible bonds, warrants or options.30 Uster Technologies Ltd | Annual Report 2009
3 Board of Directors3.1 Members of the Board of DirectorsThe following information sets forth the name, year of birth, function, election and directorship term ofeach Member of the Board of Directors, all of whom except for Geoffrey Scott are non-executive directors,followed by a short description of each Member’s business experience, education and activities.Max-Ulrich Zellweger, Chairman of the Board of DirectorsMax-Ulrich Zellweger has been a Member of the Board of Directors of Uster Technologies Ltd since 2003 andis elected until 2010. Between 1987 and 1992 he was Area Manager Asia Pacific of Schindler Elevators Co. andin this function responsible for the subsidiaries and joint ventures of Schindler in China, Japan, India, HongKong and other Asian countries. He is now Managing Partner of Pacific Consult Ltd, a Zurich and Shanghaibased business consultant specialized on business development in Asia, established in 1992 by Max-UlrichZellweger with some partners. He frequently lectures on Asia-related topics at universities and ExecutiveMBA courses. Furthermore, he is Chairman of the Board of Directors of Fr. Sauter Holding AG and a Memberof the Board of Directors of Fr. Sauter AG, Bartec GmbH (Germany) and Pacific Consult Ltd. Max-UlrichZellweger holds a Masters degree in Mechanical Engineering of the Swiss Institute of Technology (ETH) inZurich. He was born in 1941 and is a Swiss citizen.Dr. Beat E. Lüthi, Vice-Chairman of the Board of DirectorsBeat E. Lüthi has been elected a Member of the Board of Directors of Uster Technologies Ltd in 2008 for aperiod of three years until 2011 and holds office of Vice Chairman. He acts as CEO of CTC Analytics Ltd, aleading mid-sized Swiss Laboratory Instrument Company in the field of chromatography automation. From2003 until 2007 he headed the Laboratory Division of Mettler-Toledo. From 1998 to 2002 he was CEO of Feintool,a listed fine blanking company. From 1990 to 1998 he held various management positions at Mettler-Toledo. He is a member of the Board of Directors of Bossard, Stadler Rail and Addex Pharma. Beat E. Lüthiholds a PhD and graduated in Electrical Engineering from the Swiss Federal Institute of Technology (ETH)in Zurich. He absolved a Senior Management Program at INSEAD, Paris. He was born in 1962 and is a Swisscitizen.Dr. Barry James Mulady, Member of the Board of DirectorsBarry James Mulady has been a Member of the Board of Directors of Uster Technologies Ltd since 2003 andis elected until 2012. He has been Chairman of PageOne Communications Ltd, London, England, since 2000and is Chairman of ipTEST Ltd, Guildford, England. From 2000 to 2006, he served as a non-executive Directorof Tellermate plc, Newport, Wales and Sensima Ltd, London. From 1996 to 1999 he was CEO of Airtechplc, Aylesbury, England. Prior to that he served as President of Fisons Instruments Europe and CEO of VGInstruments plc. He has broad experience in general management, mergers and acquisitions and businessdevelopment. Barry James Mulady earned a First Class Honours Degree in Physics and a PhD in NuclearMagnetic Resonance from the University of Nottingham. He was born in 1947 and is a British citizen.Corporate Governance 31
Page 1 and 2: Uster Technologies Ltd | Annual Rep
Page 3 and 4: Achievements 2009• EBITA margin m
Page 5: PortraitThe Uster Group is the lead
Page 8 and 9: Table of ContentsInhaltsverzeichnis
Page 10 and 11: Max-Ulrich Zellweger, Geoffrey Scot
Page 12 and 13: Quality means the customercomes bac
Page 14 and 15: Operational ReviewOperativer Rückb
Page 16 and 17: Inconsistent quality meansloss of p
Page 18 and 19: position as the world leader and au
Page 20 and 21: Poor quality can destroybrand reput
Page 22 and 23: Sales and MarketingVertrieb und Mar
Page 24 and 25: The hidden cost of poor qualityThin
Page 26 and 27: Research and InnovationForschung un
Page 28 and 29: OperationsProduktion und LogistikIn
Page 30 and 31: OutlookAusblickSeveral trends and l
Page 32 and 33: Corporate GovernanceThe information
Page 34 and 35: • On February 10, 2009, Lombard O
Page 38 and 39: Board of DirectorsMembers of the Bo
Page 40 and 41: Harald Rönn, Member of the Board o
Page 42 and 43: The Board of Directors may entrust
Page 44 and 45: Nomination and Compensation Committ
Page 46 and 47: Executive CommitteeMembers of the E
Page 48 and 49: 4 Executive Committee4.1 Members of
Page 50 and 51: Harold R. Hoke Jr., Head of Sales a
Page 52 and 53: 6.2 Statutory QuorumsUnless mandato
Page 54 and 55: 9 Information PolicyUster Technolog
Page 56 and 57: Comment on the Consolidated Financi
Page 58 and 59: Uster Group - Consolidated Financia
Page 60 and 61: Consolidated Statement of Cash Flow
Page 62 and 63: Consolidated Statement of Changes i
Page 64 and 65: 2.5 Impairment of Goodwill and Inta
Page 66 and 67: Standards, Amendments and Interpret
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Page 70 and 71: 3.6 Financial InstrumentsFinancial
Page 72 and 73: 3.7 InventoriesInventories are meas
Page 74 and 75: 3.13 Revenue RecognitionRevenue fro
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13 Impairment Testing of Goodwill a
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14 Property, Plant and Equipmentin
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The changes in the present value of
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16 Income TaxStatement of Comprehen
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Movements in Temporary DifferencesT
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The ageing of these receivables is
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21.3 DividendsThe holders of regist
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Restructuring ProvisionsThe Company
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26 Operating Lease CommitmentsNon-c
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Report of the Statutory Auditor on
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Uster Technologies Ltd - Financial
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Uster Technologies Ltd - Notes to t
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10 Investments in SubsidiariesAs of
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Executive Committeein CHF 2008Name
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Report of the Statutory Auditor on
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Information for InvestorsShare Info
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Key Figuresin CHF 1,000 Jan 1 -Dec
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in CHF 1,000 2009 2008 2007 2006 1)
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ImprintContent Concept and EditingI
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