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

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Harald Rönn, Member of the Board of DirectorsHarald Rönn has been a Member of the Board of Directors of Uster Technologies Ltd since 2007 and is electeduntil 2011. Prior to joining Alpha Beteiligungsberatung GmbH & Co. KG in 1997 as a Managing Partner heworked at Hoechst Brazil, followed by Citicorp in New York and then Frankfurt in 1987. Harald Rönn movedin 1991 to 3i Frankfurt as a Manager. He holds a degree in Business Administration from the UniversityGetulio Vargas in Brazil and is fluent in German, English and Portuguese. He was born in 1960 and is aGerman citizen.Dr. Geoffrey Scott, Member of the Board of Directors and Chief Executive OfficerGeoffrey Scott has been a Member of the Board of Directors and CEO of Uster Technologies Ltd since 2003and is elected until 2010. He was Chief Executive Officer of the Zellweger Uster Division of Zellweger Luwa,Uster, Switzerland, from 1999 to 2003. Prior to that he held Senior Management positions at Kevex Instruments,Fisons plc (Scientific Instruments Division) and Beckman Instruments. He has broad experience ofstrategy and business development, sales, marketing and after-sales, product development and general management.He is a Member of the Board of Directors of Maillefer SA. Geoffrey Scott earned a BSc Honoursdegree in Biochemistry from the University of Liverpool, and a PhD in Biochemistry from the University ofNottingham. He was born in 1954 and is a British citizen.3.2 Independency of the Board of DirectorsNone of the non-executive Members of the Board of Directors has been a Member of the Executive Committeeof Uster Technologies Ltd or its subsidiaries during the past three years and there are no significantbusiness connections between Uster Technologies Ltd and its subsidiaries and the non-executive Membersof the Board of Directors.In his function of a Managing Partner of Pacific Consult Ltd Max-Ulrich Zellweger advises the Company oncertain business issues related to China. Also, Barry James Mulady delivers sometimes consulting servicesto the Company. However, the scope of these consultancy services is not significant.The Members of the Board of Directors do not have any activities and functions outside Uster TechnologiesLtd that would compromise their independency.34 Uster Technologies Ltd | Annual Report 2009
3.3 Elections and Terms of OfficeThe articles of association of Uster Technologies Ltd provide that the Board of Directors may consist of aminimum of three Members and a maximum of nine Members. Members of the Board of Directors are appointedand removed exclusively by shareholders’ resolution. The elections are held individually. Theirmaximum term of office is three years, re-election is allowed.3.4 Internal Organization3.4.1 Duties and Operating Principles of the Board of DirectorsThe Board of Directors is entrusted with the ultimate direction of Uster Technologies Ltd and the supervisionof the Executive Committee. The Board of Directors’ non-transferable and irrevocable duties include thefollowing:• The ultimate direction of the Company and the issuance of the necessary directives;• The determination of the organization, including the adoption and revision of the organizational rules;• The organization of the accounting system, the financial control as well as the financial planning;• The appointment and dismissal of the persons entrusted with the management of the Company as well asthe determination of the signatory power;• The ultimate supervision of the persons entrusted with the management of the Company;• The responsibility for the preparation of the annual report and the Shareholders’ meeting as well as theimplementation of the resolutions adopted by the meeting of Shareholders;• The passing of resolutions regarding the supplementary contribution for shares not fully paid up and ofthe corresponding amendments to the articles of incorporation;• The passing of resolutions concerning an increase in share capital to the extent that such power is vestedin the Board of Directors and of resolutions concerning the confirmation of capital increases and correspondingamendments to the articles of incorporation as well as making the required report on the capitalincrease;• The notification of the judge in case of over-indebtedness of the Company;• The adoption of and any amendments or modifications to any equity incentive plan, stock option agreement,restricted stock purchase agreement, etc.;• The decision regarding entering into any financing arrangement in excess of CHF 10.0 million includingloan agreements, credit lines, letters of credit or capitalized leases;• The issuance of convertible debentures with option rights or other financial market instruments;• The approval of the business strategy and the approval and adoption of the budget of the Company;• The approval of any transaction exceeding the amount of CHF 10.0 million which is not in accordance withthe budget.Corporate Governance 35
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 36 and 37: 2.4 Shares and Participation Certif
Page 38 and 39: Board of DirectorsMembers of the Bo
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
Page 68 and 69: 3.4 Intangible AssetsBusiness Combi
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
Page 76 and 77: The carrying amount of financial as
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Page 80 and 81: The fair value of the bank loans ha
Page 82 and 83: 8.4 Personnel Expensein CHF 1,000 J
Page 84 and 85: 12 Intangible Assetsin CHF 1,000 Cu
Page 86 and 87: 13 Impairment Testing of Goodwill a
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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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