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

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Nomination and Compensation CommitteeAccording to the Board Regulations, the Nomination and Compensation Committee must be composed ofnon-executive and independent Directors. It currently consists of Max-Ulrich Zellweger, Barry James Muladyand Harald Rönn and meets as often as necessary.In 2009 the Nomination and Compensation Committee held the following meetings:Number of meetings: 2Average meeting time (hours): 1Attendance of Members of the Board of Directors (Meetings):Max-Ulrich Zellweger 2Barry James Mulady 2Harald Rönn 2The Nomination and Compensation Committee assists the Board of Directors in fulfilling its duties ofsupervision of the Executive Committee. It has the following powers and duties:• To assure the long-term planning of appropriate appointments to the position of the CEO and to theBoard of Directors;• To nominate candidates to fill the vacancies on the Board of Directors or the position of the CEO;• To make recommendations on the composition and balance of the Board of Directors;• To review and assess on a regular basis the remuneration system of the Company and the Group (includingthe management incentive plans) and to make a proposal to the Board of Directors;• To recommend the terms of employment, in particular the remuneration package of the CEO, and tomake proposals in relation to the remuneration of the Members of the Board of Directors;• To recommend upon proposal of the CEO the terms of employment, in particular the remunerationpackage, of employees reporting directly to the CEO as well as review matters related to the compensationof other top managers as well as the general employee compensation and human resource practicesof the Company;• To make recommendations on the grant of options or other securities under any management incentiveplan of the Company.The Nomination and Compensation Committee regularly reports to the Board of Directors on its findingsand proposes appropriate actions.38 Uster Technologies Ltd | Annual Report 2009
3.4.3 Areas of ResponsibilitiesIn accordance with the law, the articles of incorporation and the organizational rules the Board of Directorshas delegated the Company’s operational management to Geoffrey Scott, the CEO of Uster Technologies Ltd.Together with the Executive Committee he is responsible for the overall management of the Uster Group.The CEO has all the powers and duties that are not explicitly reserved to the Board of Directors or a BoardCommittee as mentioned above. In particular, the CEO has the following powers and duties:• The provision of all information and documents necessary to the Board of Directors;• The implementation of the resolutions passed by the Board of Directors;• The organization, management and control of the day-to-day business of the Company;• The proposal to the Board of Directors for the approval of transactions to be resolved by the Board ofDirectors;• The proposal to the Board of Directors for the appointment and dismissal of Members of the ExecutiveCommittee;• The organization of the Executive Committee and the preparation, calling and presiding the meetingsof the Executive Committee.3.4.4 Information and Control MechanismsBoard of DirectorsThe Board of Directors recognizes the importance of receiving sufficient information from the ExecutiveCommittee to fulfill its supervisory duty and to make the decisions that are reserved to the Board of Directors.It has the following means to monitor the responsibilities it has delegated to the Executive Committee:• The CEO of the Group is a Member of the Board of Directors and informs the Board in every meeting aboutthe current development of the business. Additionally the CFO serves as the secretary of the Board andalso participates in every meeting. Other Members of the Executive Committee are invited to attendBoard meetings to report on their areas of responsibility as deemed necessary by the Board.• The minutes of the Executive Committee Meetings are made available to the Chairman of the Board.• Informal meetings are held as required between Board Members and the CEO.• The Board of Directors receives on a monthly basis the consolidated income statement, balance sheetand cash flow statement of the Uster Group together with a detailed comment on the course of the business.The Board of Directors does not have direct access to the Management Information System of theCompany.• Risk management and monitoring procedures are evaluated at regular intervals by the Board of Directors.Board CommitteesThe Board Committees, especially the Audit Committee, invite external consultants to review the businessand better understand the laws and policies impacting the Company. In addition the CEO, the CFO and therepresentative of the external auditors will be invited to the meetings of the Audit Committee.Corporate Governance 39
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
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Page 38 and 39: Board of DirectorsMembers of the Bo
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Page 46 and 47: Executive CommitteeMembers of the E
Page 48 and 49: 4 Executive Committee4.1 Members of
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Page 52 and 53: 6.2 Statutory QuorumsUnless mandato
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Page 56 and 57: Comment on the Consolidated Financi
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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
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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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