Annual report 2008/09 - Axpo Group

More documents

Recommendations

Info

Annual Report Axpo Holding AG 34 – 35 Editorial / 2–3 Interview with the CEO / 4–6 Strategy / 8–10 Markets and perspectives / 12–18 Success factors / 22–29 Corporate governance / 32–47 Annual report / 50–65 The Axpo Holding AG shares are wholly owned by the cantons of Northeastern Switzerland and the corresponding cantonal utilities. Under the founding agreement of Axpo AG (formerly Nordostschweizerische Kraftwerke AG) of 22 April 1914, the Axpo Holding AG shareholders undertook to purchase the entire amount of power needed by the cantonal utilities exclusively from Axpo AG. This purchase obligation is matched by Axpo AG’s exclusive obligation to supply the cantons and the cantonal utilities. Cross shareholdings There are no cross shareholdings. Capital structure Share capital The share capital of Axpo Holding AG amounts to CHF 370 million, divided into 37 000 000 registered shares with a par value of CHF 10 each. The shares are fully paid up. Each share entitles the holder to one vote at the annual general meeting of shareholders and to a pro-rata share of the dividend distributed. Shares Registered shares may only be transferred with the approval of the Board of Directors. This restriction also applies to the establishment of a benefi cial interest. As long as the required approval of transfer is not granted, ownership of the shares and all associated rights remain with the seller, subject to Art. 685 c par. 3 of the Swiss Code of Obligations. Reasons for denying consent are: − acquisition of shareholdings by a competitor, − the fi nancial autonomy of the company is jeopardized by the transaction, − the objective of the company is jeopardized by the transaction. Changes in equity The share capital of Axpo Holding AG has not changed since the establishment of the company in 2001. Details of other changes in equity can be found on page 8 of the fi nancial report for the consolidated fi nancial statements of Axpo Group and on page 72 for the fi nancial statements of Axpo Holding AG. Axpo Holding AG has neither authorized nor contingent capital at its disposal. Board of Directors and Executive Board Election and term of offi ce The Board of Directors is elected by the annual general meeting (AGM) of shareholders. The shareholders make binding proposals regarding the members of the Board of Directors. The seats on the Board of Directors are distributed among the cantons according to their shareholdings. The members of the Board are elected for a term of offi ce of two years and re-election is possible. The current term of offi ce runs from the 2009 AGM to the 2011 AGM. The current Board members do not exercise any executive functions within Axpo Group. Powers and responsibilities The duties of the Board of Directors are based on the relevant provisions of the Swiss Code of Obligations. The Board is responsible for the top-level management of the company and for supervising the Executive Board. In particular, it is responsible for establishing organizational structures, arranging the accounting system, fi nancial controlling and fi nancial planning, appointing the members of the Executive Board and determining their salaries, preparing the annual report, and preparing for the AGM and implementing its resolutions. The Board of Directors represents the company
Dr. Wulf Glatz, 35, won the 2009 Swisselectric research award and was recently promoted from being a doctoral candidate at the Swiss Federal Institute of Technology in Zurich to CEO of greenTEG. He would like to use thermo-electric generators to make a contribution to the energy supply industry of tomorrow – to the benefi t of everybody and without harming the environment. “Energy is the foundation for progress.”
Page 1 and 2: Energy is the future Annual Report
Page 3 and 4: Key fi gures Finances 2008/09 in CH
Page 5 and 6: Table of contents Energy is the fut
Page 7 and 8: Milestones in infrastructure expans
Page 9 and 10: effi ciently. Competitors can be co
Page 11 and 12: “Energy is dreaming.” Flavia Ma
Page 13 and 14: As a company owned by the cantons o
Page 15 and 16: “Energy is there to make our live
Page 17 and 18: Energy policy Uncertain trends in f
Page 19 and 20: Energy market The global economic c
Page 21 and 22: Electricity prospects In the fi nan
Page 23 and 24: Bettina Baer, 19, plays in the wome
Page 25 and 26: Renewable energies How we are inves
Page 27: Illustration: Geopower Basel AG Lim
Page 30 and 31: Annual Report Axpo Holding AG 22 -
Page 34 and 35: «Energie ist die Sonne.» “Energ
Page 38 and 39: PRO: ARGUMENTS IN FAVOUR The protec
Page 40 and 41: Axpo is dedicated to climate protec
Page 43 and 44: CONTRA: ARGUMENTS AGAINST Warnings
Page 45: Group structure and shareholders Gr
Page 49 and 50: vis-à-vis third parties and deals
Page 51 and 52: ility, the strategic energy busines
Page 53 and 54: Axpo also has several tools on hand
Page 55 and 56: Corporate bodies and Group function
Page 57 and 58: Peter Reinhard Member of the Board
Page 59 and 60: Executive Board Heinz Karrer Chief
Page 61 and 62: Mobility What will get us moving in
Page 63: Public transport consolidates its p
Page 70 and 71: “Energy is, when I’m healthy.
Page 82 and 83: PRO: ARGUMENTS IN FAVOUR If we are
Page 84 and 85: Electricity from nuclear energy is
Page 87 and 88: CONTRA: ARGUMENTS AGAINST Nuclear e
Page 89 and 90: Balance Sheet 30.9.2009 (condensed)
Page 91 and 92: Minergie A registered quality label
Page 93 and 94: Conventional power plants • 1 KKB
Page 95 and 96: Publishing details Published by Axp

Annual report 2008/09 - Axpo Group

Create successful ePaper yourself

Delete template?

Save as template?