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

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