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

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6.2 Statutory QuorumsUnless mandatory statutory provisions provide otherwise, the Shareholders’ meeting passes its resolutionsand performs elections with the absolute majority of the votes represented at the meeting.If an election cannot be completed upon the first ballot and if there is more than one candidate, the Chairmanshall direct a second ballot at which the relative majority shall decide.6.3 Convocation of the Shareholders’ MeetingThe Shareholders’ meeting is called by the Board of Directors or, if necessary, the auditors not less than 20days before the date of the meeting. Notice of a Shareholders’ meeting is given by means of a single publicationin the Swiss Official Gazette of Commerce. The shareholders registered in the share register may inaddition receive a written notice sent by mail.An extraordinary Shareholders’ meeting is called whenever the Board of Directors or the auditors considerit necessary or if a Shareholders’ meeting decides so. The Board of Directors will also call a Shareholders’meeting if one or more shareholders whose combined holdings represent at least 10.0% of the share capitalso demand in writing and specify the items and the proposals, in the case of elections the names of the proposedcandidates, to be submitted to the meeting.6.4 AgendaShareholders whose individual or combined holdings represent an aggregate nominal value of at leastCHF 1,000,000 or at least 10.0% of the share capital may demand that an item be included in the agenda.This right must be exercised in writing at least 60 days before the meeting with indication of the itemsand the proposals of the shareholders.No resolution shall be passed on items for which no proper notice has been given; this prohibition doesnot apply to proposals to call an extraordinary Shareholders’ meeting, to initiate a special audit or to electthe auditors as demanded by a shareholder.No prior notice is required for proposals concerning items included in the agenda and discussions thatdo not result in the adoption of resolutions.6.5 Inscriptions into the Share RegisterAfter the publication or mailing of the written notice of the Shareholders’ meeting until the day followingthe Shareholders’ meeting no recordings in the share register will be made, provided that the Board ofDirectors does not appoint a different date.46 Uster Technologies Ltd | Annual Report 2009
7 Changes of Control and Defense Measures7.1 Obligation to Make an OfferAccording to the Federal Act on Stock Exchanges and Securities Trading a shareholder or a group of shareholdersacting in concert acquiring more than 33 1 / 3 % of the voting rights must submit a takeover offer toall remaining shareholders. The articles of association of Uster Technologies Ltd do not include any amendment(i. e. no opting-out or opting-up provision) to this rule.7.2 Clauses on Changes of ControlNeither the Members of the Board of Directors nor the Members of the Executive Committee have contractsthat provide for benefits upon termination of employment contracts due to a change of control.8 Auditors8.1 Duration of the Mandate and Term of Office of the Lead AuditorThe statutory auditors and Group auditors are elected by the Shareholders’ meeting. The term of officeof the auditors is one year, beginning with the day of their election and ending on the day of the nextordinary Shareholders’ meeting.Ernst & Young Ltd, Zurich, have been the auditors of the Group since 2003. They have been the statutoryauditors of Uster Technologies Ltd since its incorporation in November 2006. The auditor-in-charge, DanielZaugg, took up office in 2008.8.2 Auditing FeesIn the year under review, Ernst & Young Ltd invoiced CHF 0.5 million for their audit services.8.3 Additional FeesErnst & Young Ltd invoiced additional fees in the amount of CHF 0.4 million mostly related to tax consulting.8.4 Information Tools Pertaining to the External AuditThe Audit Committee monitors on behalf of the Board of Directors the performance and independence ofthe external auditors. In addition it reviews the audit result and monitors the implementation of the findingsby the Executive Committee.The Audit Committee prepares proposals for the appointment or removal of the external auditors forsubmission to the Board of Directors, which then nominates the external auditor for election by the Shareholders’meeting.Currently the Audit Committee is informed on the findings of the audit through the Management Letterissued by the auditors after the year-end audit, which is written after the year-end audit by the auditor.Corporate Governance 47
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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 50 and 51: Harold R. Hoke Jr., Head of Sales a
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
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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
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Page 74 and 75: 3.13 Revenue RecognitionRevenue fro
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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
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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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