Annual report 2008/09 - Axpo Group

ility, the strategic energy business,
the planning of future production
plants, renewable energies and acquisitions.
Nominations Committee:
− Formulating criteria for the selection
and re-election of candidates to
the Board of Directors in the form
of a recommendation to the shareholders
− Discussing the selection of candidates
with shareholders
− Preparing the nomination of the
members of the Board of Directors
and the Executive Board
The Board of Directors retains overall
responsibility for the tasks delegated
to the Nominations Committee. The
Nominations Committee has only advisory
powers. The Committee did not
meet during the reporting year.
Remuneration, shareholdings
and loans
The members of the Board of Directors
receive a fi xed fee based on a sliding
scale for the Chairman, the Vice-
Chairman and the other Board members.
They are also paid for attending
meetings. The amount of the remuneration
is determined by the Board of
Directors.
Remuneration for the members
of the Executive Board consists of basic
salaries plus variable salary components,
pension benefi ts and benefi ts in
kind. The variable salary components
depend on the attainment of fi nancial
and operating objectives.
Remuneration, shareholdings
and loans to members of the Board
of Directors and the Executive Board
are disclosed on pages 75 and 76.
Shareholders’
rights of participation
The property and participation rights
of the shareholders are regulated by law
and by the company’s articles of association.
The articles do not contain any
provisions that deviate from the law.
Axpo Holding AG has issued only registered
shares and maintains a share
register. Only those shareholders whose
names are entered in the share register
are deemed by the company to be
shareholders.
Shareholders holding at least
10 % of the share capital can request
the Board of Directors to convene an
extraordinary general meeting. The
request must be submitted in writing
and contain the reasons for calling
the meeting. The written notice must
contain the agenda as well as the motions
of the Board of Directors and the
shareholders who requested the calling
of the meeting or who exercised their
right to add an item to the agenda.
The general meeting carries out
its elections and passes its resolutions
by an absolute majority of the votes
present and represented, unless a
qualifi ed majority for ratifying resolutions
is required by the law (Art. 704
of the Swiss Code of Obligations). The
articles of association do not contain
any provisions on a required quorum
for voting. The shareholders listed in
the share register are entitled to vote
at the general meeting. There are no
restrictions on voting rights. A shareholder
can be represented at the general
meeting by a third party, who need
not be a shareholder him/herself, with
a written power of attorney.
Remuneration, shareholdings
and loans to the members of
the Board of Directors and the
Executive Board are disclosed
on pages 75 and 76.