Shareholders' Letter

More documents

Recommendations

Info

3.9.4 Internal auditing Alongside risk management and legal compliance management, internal auditing is an essential part of the Swisscom Group’s corporate governance and is the responsibility of Group Internal Audit. Group Internal Audit supports the Swisscom Ltd Board of Directors and the Audit Committee in complying with statutory and regulatory supervisory and controlling obligations. Management is shown potential areas where business processes can be improved. Group Internal Audit is responsible for planning and performing audits throughout the Group in compliance with the guidelines for the profession. In particular, Group Internal Audit performs independent and objective audits and assessments to verify the efficiency, compliance and effectiveness of the internal control system, legal compliance management and risk management. The audit findings are documented, and any measures implemented are monitored. With a view to achieving maximum independence, Group Internal Audit is under the control of the Chairman of the Board of Directors and not management, and reports to the Audit Committee of Swisscom Ltd. The Audit Committee is briefed on the audit findings and the status of corrective measures at its meetings. In addition to ordinary reporting, Group Internal Audit informs the Audit Committee of any irregularities which come to its attention. Group Internal Audit liaises closely and exchanges information with the external auditors. Audit planning, in particular, is closely coordinated with the external auditors. The integrated strategic audit, which includes the annual plan of both the internal and the external auditors, is prepared annually based on a risk analysis and presented to the Audit Committee for approval. Apart from this, special audits can be commissioned which can also be ordered based on information on the whistle-blowing platform operated by Group Internal Audit.
4 Group Executive Board 4.1 Members of the Group Executive Board In accordance with the Articles of Incorporation, the Group Executive Board must comprise one or more members who may not simultaneously be members of the Board of Directors. Temporary membership of the Board of Directors is only permitted in exceptional cases. Accordingly, the Board of Directors has delegated responsibility for overall executive management of Swisscom Ltd to the CEO. The CEO is entitled to delegate his powers to a subordinate, in particular to other members of the Group Executive Board. The members of the Group Executive Board are appointed by the Board of Directors. The Group Executive Board comprises the CEO of Swisscom Ltd, the heads of the Group divisions, the CEO of Swisscom IT Services Ltd and the heads of the divisions of Swisscom (Switzerland) Ltd. Stefan Nünlist, former Chief Communications Officer, left at the end of May 2010 and Günter Pfeiffer, former Chief Personnel Officer, left the Group Executive Board in September 2010. Kathrin Amacker-Amann joined the company as Chief Communication Officer in October 2010. Guido Garrone, Head of Networks and IT at Swisscom (Switzerland) Ltd, left the company at the end of December 2010. He was replaced by Heinz Herren, former Head of Small and Medium-sized Enterprises at Swisscom (Switzerland) Ltd, on 1 January 2011. Heinz Herren’s successor, Roger Wüthrich- Hasenböhler, took up his duties in January 2011. The list below gives an overview of the composition of the Group Executive Board at 31 December 2010, including the year of appointment of each member and their function within the Group. Name Year of birth Function Appointed as of Carsten Schloter 1 1963 CEO of Swisscom Ltd January 2006 Ueli Dietiker 1 1953 CFO of Swisscom Ltd August 2007 Kathrin Amacker-Amann 1962 CCO of Swisscom Ltd October 2010 Eros Fregonas 1964 CEO of Swisscom IT Services Ltd October 2007 Guido Garrone 2 1961 Head of Networks & IT of Swisscom (Switzerland) Ltd January 2008 Heinz Herren 3 1962 Head of Small & Medium-Sized of Swisscom (Switzerland) Ltd Head of Residential Customers August 2007 Christian Petit 1963 of Swisscom (Switzerland) Ltd August 2007 Daniel Ritz 1966 CSO of Swisscom Ltd September 2006 Urs Schaeppi 1 1960 Head of Corporate Business of Swisscom (Switzerland) Ltd August 2007 1 Prior to actual function member of the Group Executive Board: Carsten Schloter since 2000; Ueli Dietiker since 2002 (CFO April – March 2006, CPO ad interim since September 2010); Urs Schaeppi since 2006). 2 Resigned from Group Executive Board as of end of 2010. 3 Since January 2001 Head of Networks & IT of Swisscom (Switzerland) Ltd; succeeder of Heinz Herren since January 2011 is Roger Wüthrich- Hasenböhler. 4.2 Education and training, professional activities and affiliations Details of career and qualifications as well as other activities and affiliations such as mandates in important companies, organisations and foundations, and permanent functions in important interest groups are also provided below for each member of the Group Executive Board. 4.3 Management agreements Neither the Swisscom Group nor any subsidiaries included in the scope of the consolidation have entered into management agreements with third parties. Corporate Governance and Remuneration Report 116 | 117 Corporate Governance
Page 1 and 2:
2010 Annual Report
Page 3 and 4:
Our promise We bring people togethe
Page 5 and 6:
KPI’s of Swisscom Group In CHF mi
Page 7 and 8:
Fastweb Fastweb is the third larges
Page 9 and 10:
Swisscom share performance in 2010
Page 11 and 12:
Changes to the Board of Directors T
Page 13 and 14:
Management Commentary We combine th
Page 15 and 16:
Environment, strategy and organisat
Page 17 and 18:
See www.swisscom.ch/ networkcoverag
Page 19 and 20:
Development of exchange rate CHF/EU
Page 21 and 22:
Regulatory developments in Switzerl
Page 23 and 24:
Market shares mobile subscribers in
Page 25 and 26:
Market shares IT services in Switze
Page 27 and 28:
Subsidiaries Associates 6 Board of
Page 29 and 30:
Maximise Maximise our market positi
Page 31 and 32:
Enterprise value In CHF million, ex
Page 33 and 34:
Share performance 1998-2010 in CHF
Page 35 and 36:
Employees Swisscom offers employees
Page 37 and 38:
Full-time equivalent employees at e
Page 39 and 40:
Staff development Swisscom makes ta
Page 41 and 42:
Employee satisfaction In May 2010 S
Page 43 and 44:
Staff recruitment Recruiting new st
Page 45 and 46:
Financial review Group Development
Page 47 and 48:
Share of operating segments in net
Page 49 and 50:
Net financial result Net financial
Page 51 and 52:
Operating segment results Developme
Page 53 and 54:
Swisscom TV customer base increased
Page 55 and 56:
Development of third-revenue in CHF
Page 57 and 58:
Development of third-revenue in CHF
Page 59 and 60:
Development of third-revenue in EUR
Page 61 and 62:
Quarterly review 2009 and 2010 1. 2
Page 63 and 64:
Quarterly review 2009 and 2010 1. 2
Page 65 and 66:
Due to the early termination of cro
Page 67 and 68: Development of net debt in CHF mill
Page 69 and 70: Development of capital expenditure
Page 71 and 72: Risks Taking calculated risks - the
Page 73 and 74: Measures are in place for most risk
Page 75 and 76: Environmental and health risks Elec
Page 77 and 78: Ecology Leading role in business pr
Page 79 and 80: Objectives/Strategy Board of Direct
Page 81 and 82: See www.swisscomnature.ch/ CRblog P
Page 83 and 84: Materiality matrix Swisscom 2010 Ma
Page 85 and 86: See report page 100 See www.swissco
Page 87 and 88: Environmentally friendly products a
Page 89 and 90: See www.icnirp.org See www.swisscom
Page 91 and 92: Access for all See www.swisscom.ch
Page 93 and 94: See www.snowfriends.ch Internet for
Page 95 and 96: Energy-efficient infrastructure tio
Page 97 and 98: See www.cdproject.net/en-US the pas
Page 99 and 100: Innovation and development Swisscom
Page 101 and 102: GRI topics / KPI Objective Status /
Page 103 and 104: Corporate Governance and Remunerati
Page 105 and 106: See www.swisscom.ch/basicprinciples
Page 107 and 108: 2 Capital structure 2.1 Capital At
Page 109 and 110: 3 Board of Directors 3.1 Members of
Page 111 and 112: Hugo Gerber Michel Gobet Thorsten G
Page 113 and 114: Felix Rosenberg Richard Roy Othmar
Page 115 and 116: See report Page 128 3.6 Committees
Page 117: See report Page 69 3.9 Controlling
Page 121 and 122: Kathrin Amacker-Amann Eros Fregonas
Page 123 and 124: Urs Schaeppi Urs Schaeppi Swiss cit
Page 125 and 126: 6.2 Statutory quorum requirements T
Page 127 and 128: 8.4 Supplementary fees The suppleme
Page 129 and 130: Remuneration report See report Page
Page 131 and 132: Remuneration paid to the Board of D
Page 133 and 134: sizes domiciled in Switzerland and
Page 135 and 136: Clause on change of control The emp
Page 137 and 138: Financial Statements Swisscom’s b
Page 139 and 140: Consolidated income statement In CH
Page 141 and 142: Consolidated statement of cash flow
Page 143 and 144: Notes to the consolidated financial
Page 145 and 146: The exchange rates of significance
Page 147 and 148: 3.8 Business combinations and goodw
Page 149 and 150: on sale-and-leaseback transactions
Page 151 and 152: of radio services, multi-platform s
Page 153 and 154: 3.23 Income taxes Income taxes incl
Page 155 and 156: In CHF million Reported Adjustments
Page 157 and 158: Provisions for interconnection and
Page 159 and 160: The main reasons for the recognitio
Page 161 and 162: 6 Segment information Operating seg
Page 163 and 164: Other Group Swisscom operating Head
Page 165 and 166: 7 Net revenue In CHF million 2010 2
Page 167 and 168: Fastweb Employees of the Italian su
Page 169 and 170:
The analysis of the comPlan’s pen
Page 171 and 172:
12 Other operating expense In CHF m
Page 173 and 174:
15 Income taxes In CHF million 2010
Page 175 and 176:
Balance Recognised Change in Foreig
Page 177 and 178:
Analysis of maturity and allowances
Page 179 and 180:
acquisitions. Other derivative fina
Page 181 and 182:
Land, Advances made buildings and a
Page 183 and 184:
As of 31 December 2010, other intan
Page 185 and 186:
The following table provides select
Page 187 and 188:
Private placements Carrying amount
Page 189 and 190:
The future payments of the liabilit
Page 191 and 192:
Since 2000, several telecommunicati
Page 193 and 194:
in the Federal Administrative Court
Page 195 and 196:
Other reserves Cumulative foreign c
Page 197 and 198:
The following currency risks and he
Page 199 and 200:
tional Swaps and Derivatives Associ
Page 201 and 202:
Asset/liability categories and fair
Page 203 and 204:
Asset/liability categories and resu
Page 205 and 206:
In 2009, Swisscom terminated intere
Page 207 and 208:
The value-added tax receivables are
Page 209 and 210:
Key management compensation In CHF
Page 211 and 212:
41 List of Group companies Register
Page 213 and 214:
Registered Registered Shareholding
Page 215 and 216:
Report on Other Legal Requirements
Page 217 and 218:
Balance sheet In CHF million Note 3
Page 219 and 220:
6 Treasury shares Swisscom Ltd reco
Page 221 and 222:
Base emoluments and functional allo
Page 223 and 224:
influence. Parents, siblings and ch
Page 225 and 226:
Report of the statutory auditor Rep
Page 227 and 228:
Further Information Discovering new
Page 229 and 230:
Glossary Technical terms ADSL (Asym
Page 231 and 232:
LAN (Local Area Network) A LAN is a
Page 233 and 234:
Networks Access network Swisscom’
Page 235 and 236:
Financial terms Average minutes per
Page 237 and 238:
Other terms Bit-stream access (BSA)
Page 239:
Index of keywords Board of Director
Page 242:
Publishing details Key dates > 17 F
show all

Shareholders' Letter

Create successful ePaper yourself

Delete template?

Save as template?