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

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Harold R. Hoke Jr., Head of Sales and ServiceHarold Hoke has been Head of Sales and Service of Uster Technologies Ltd since 2003. He rejoined UsterTechnologies Ltd in 2002 after almost two years as CEO of Savio America. Harold Hoke originally joinedZellweger Uster Ltd in 1980 in the U.S. operation. Since 1996 he was based in the Company’s headquartersand was responsible for Sales and Service Asia. Harold Hoke has substantial experience in sales, marketing,service, business development, production management and strategy development. Harold Hoke holds a BSfrom Clemson University. He was born in 1954 and is an American citizen.Renato Murk, Head of Order FulfillmentRenato Murk has been Head of Order Fulfillment of Uster Technologies Ltd since 2003, a position whichincludes the worldwide responsibility for the production processes and supply chain management. From1999 to 2003 he was responsible for production and logistics of the Zellweger Uster Division of ZellwegerLuwa Ltd. From 1996 to 1999, he was a Manager of Product Assembly Lines at Zellweger Uster. Renato Murkholds a Master of Industrial Engineering degree from the Swiss Federal Institute of Technology (ETH) withthe majors Process Engineering and Business Administration. Besides significant experience in general andproduction management he has executed several efficiency and cost-improving programs as a senior consultantin a Swiss-based management consultancy. He was born in 1956 and is a Swiss citizen.4.2 Other Activities and Vested InterestsThere are no further activities of vested interests of the Members of the Executive Management except theones mentioned above.4.3 Management ContractsThe Board of Directors has not delegated any management tasks to third parties outside the Company.5 Compensation, Shareholdings and Loans5.1 Content and Method of Determining the Compensation and the Share-Ownership ProgramsWith respect to the compensation the Nomination and Compensation Committee has the following responsibilities:• To review and assess on a regular basis the remuneration system of the Group including the incentive plansfor the Executive Committee and to make a proposal to the Board of Directors thereto;• To make recommendations with respect to the remuneration package of the CEO and the Directors;• To recommend upon proposal of the CEO the remuneration package of employees reporting directly to the CEO;• To make recommendations on the grant of options or other securities under any management incentiveplan. Based on these recommendations the Board of Directors approves the remuneration of the Membersof the Board of Directors and the Members of the Executive Committee.44 Uster Technologies Ltd | Annual Report 2009
Usually Uster Technologies Ltd does not adjust salaries during the year. Therefore the Nomination andCompensation Committee generally meets during the fourth quarter to discuss the remuneration packageof the Board Members and the Members of the Executive Committee for the following year. The CEO preparesa proposal by consulting different remuneration studies available on the market. This recommendation isdistributed to the Members of the Nomination and Compensation Committee before the meeting and servesas a basis for the discussion of the remuneration during the meeting. The CEO is partially present at themeeting but he has to leave when his remuneration is discussed. After the final decision on the remunerationof the Board Members and the Members of the Executive Committee by the Board of Directors the salarychanges are signed by a Member of the Board of Directors.The remuneration of the Members of the Board of Directors consists of an equal payment in cash for theordinary Board members. The remuneration for Chairman of the Board of Directors is determined by takinginto account his respective responsibility, experience and the time which he invests in his activity as Chairman.Extraordinary assignments or work which a Director accomplishes outside of his activity as a Directoris specifically remunerated. Such remuneration has to be approved by the Board of Directors. In additionthe Directors are reimbursed all reasonable cash expenses properly incurred by them in the discharge oftheir duties, including their reasonable expenses of traveling to and from the meetings of the Board ofDirectors, committee meetings and Shareholders’ meetings.The Members of the Executive Committee are remunerated according to the principle of flexible, performance-relatedcompensation. Their remuneration consists of a basic salary and a performance-related componentin the context of the bonus plan . The performance related compensation part amounts to max. 50%of the basic salary. The performance-related component is based on the gross sales and the operating earningsachieved by the Group (EBITA) as well as the individual goals amounting to max. 10% of total performancerelated compensation. All the components mentioned above are cash compensations.With the exception of a car, the Members of the Executive Committee do not have any additional benefits.There are no share-ownership programs or option plans with regard to the compensation of the Board ofDirectors and the Executive Committee.5.2 Compensation of the Members of the Board of Directors and the Executive CommitteeInformation on the compensation of the Board of Directors and the Executive Committee for the year endingDecember 31, 2009, are presented in the note 11 of the Financial Statements of Uster Technologies Ltd.6 Shareholders’ Participation6.1 Voting Rights and Representation RestrictionsDetails of restrictions on shareholders’ voting rights are given in the section entitled “2.6 Limitations onTransferability and Nominee Registrations” above.In a Shareholders’ meeting each share recorded as a share with the right to vote in the share register entitlesits owner to one vote. By means of a written proxy each shareholder may have his shares represented in aShareholders’ meeting by a third person who needs not be a shareholder. Shareholders who are recorded inthe share register with the right to vote at a certain date appointed by the Board of Directors are entitled toparticipate in the Shareholders’ meeting and to exercise the right to vote.No exceptions to these rules were granted by the Board of Directors in the year under review.Corporate Governance 45
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 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 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
Page 78 and 79: The table below sets out the carryi
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
Page 88 and 89: 14 Property, Plant and Equipmentin
Page 90 and 91: The changes in the present value of
Page 92 and 93: 16 Income TaxStatement of Comprehen
Page 94 and 95: Movements in Temporary DifferencesT
Page 96 and 97: The ageing of these receivables is
Page 98 and 99: 21.3 DividendsThe holders of regist
Page 100 and 101:
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
Page 120 and 121:
in CHF 1,000 2009 2008 2007 2006 1)
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ImprintContent Concept and EditingI
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