Shareholders' Letter

See report
Page 133
7 Change of control and defensive measures
7.1 Duty to make an offer
The Telecommunications Enterprise Act (TEA) requires the Swiss Confederation to hold the capital
and voting majority in Swisscom Ltd. A takeover bid within the meaning of the Federal Act on Stock
Exchanges and Securities Trading (SESTA) would require an amendment to the TEA. As a result,
there are no statutory rulings governing “opting out” or “opting up” (SESTA Art. 22).
7.2 Clause on change of control
For details of the clauses on change of control, please refer to the section “Remuneration report”.
8 Statutory auditors
8.1 Duration and term of office of the auditor in charge
The statutory auditors are appointed annually by the Annual General Meeting. KPMG AG, Gümligen-Berne
has acted as the statutory and Group auditors of Swisscom Ltd and its Group companies
since 1 January 2004. Hanspeter Stocker, the auditor in charge at KPMG who is responsible for the
auditing mandate, has been in office since 2004. The auditor in charge is rotated every seven years
in accordance with Swiss law. KPMG AG is a licensed, state-supervised auditing company.
8.2 Unapproved services
The Audit Committee of the Board of Directors considers the following services in particular to be
incompatible with the independence of the auditors:
> Services giving rise to the risk that the auditors will audit their own work
> Bookkeeping and other services in connection with accounting or the financial statements
> Valuation and estimation services, fairness opinions or expert reports on the valuation of noncash
contributions
> Actuarial services
> Management tasks and personnel services
> Financial services
> Outsourcing of internal auditing
> Development and introduction of financial information systems
The Audit Committee reserves the right to exclude other services:
> Non-audit services may only be provided in parallel, notably the provision of legal advice, if they
do not jeopardise the independence of the auditors. Tax consultancy services are only permitted
if this does not lead to a self-audit. In particular, the auditors may not advise or assist with the
preparation of complex international structures for the purposes of tax optimisation, which is
to be assessed by the external auditors.
8.3 Audit fees
Fees for the auditing services provided by KPMG AG in 2010 amounted to CHF 4.32 million (previous
year: CHF 4.83 million). Fees for additional audit-related services amounted to CHF 0.02 million
(previous year: CHF 0.52 million).