2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

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Corporate Governance 6. Shareholders’ participation rights (as of 31 December 2005) 6.1 Voting-rights restrictions and representation Shareholders may represent their shares themselves or have them represented by a third party at the Annual General Meeting. There are no voting-rights restrictions. 6.2 Statutory quorums Except where otherwise required by mandatory law or Article 8.14 of the Articles of Incorporation, all resolutions of the Annual General Meeting are passed by an absolute majority of the votes cast, excluding blank or invalid ballots. 6.3 Convocation of the Annual General Meeting The convocation of the Annual General Meeting complies with the applicable legal regulations. The convocation of a General Meeting may also be requested by one or more shareholders who together represent at least 10% of the share capital. The Board of Directors must convene the requested General Meeting within six weeks of receiving the request. 6.4 Agenda Shareholders who represent shares of a nominal value of CHF 100 000 may demand that matters be put on the agenda. This request must be submitted to the company at least six weeks before the date of the General Meeting. The request to convene a meeting and to put a matter on the agenda must be done in writing including the matters to be handled and the proposals. 6.5 Registrations in the share register In the invitation to the Annual General Meeting, the Board of Directors states the applicable record date by which shareholders must be registered in the share register to be eligible to participate and vote at the meeting. 56
7. Changes of control and defense measures 7.1 Duty to make an offer There is no corresponding statutory regulation. 7.2 Clauses on changes of control Corporate Governance There are no clauses on changes of control benefiting the members of the Board of Directors and/or the Group Executive Board and/or other members of management. 57
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2005 Annual Report Julius Baer Hold
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Key figures 2004 2005 Change CHF m
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Annual Report 2005
Page 8 and 9:
Foreword 4 Dear Shareholders and Cl
Page 10 and 11: Foreword 6 Annual financial results
Page 12 and 13: Foreword 8 The significant economie
Page 14: Foreword 10 2005 will go down in th
Page 17 and 18: anks, the decision has been made to
Page 19 and 20: this corresponds to CHF 2.59 per re
Page 21: 2004 2005 Change Change CHF m CHF m
Page 24 and 25: Private Banking 20 Private Banking
Page 26 and 27: Asset Management 22 Asset Managemen
Page 28 and 29: Trading & Sales 24 Trading & Sales
Page 30 and 31: Corporate Center 26 Corporate Cente
Page 32 and 33: Corporate Center 28 Our model of su
Page 35 and 36: Corporate Governance
Page 37 and 38: 1.2 Cross-shareholdings There are n
Page 39 and 40: 2.3 Changes of capital The descript
Page 41 and 42: egistered shares not physically rep
Page 43 and 44: Corporate Governance tors of Julius
Page 45 and 46: 3.3 Cross-involvement Since 2004, M
Page 47 and 48: The Chairman’s Committee receives
Page 49 and 50: Group Executive Board The Group Exe
Page 51 and 52: Group Managing Board of UBS AG, 199
Page 53 and 54: 4.3 Other activities and functions
Page 55 and 56: Equity Bonus Plan 2004 2005 Number
Page 57 and 58: 5.3 Compensation for former members
Page 59: 5.7 Additional honorariums No addit
Page 63 and 64: 9. Information policy Julius Baer H
Page 65 and 66: Financial Report
Page 67 and 68: Consolidated income statement 2004
Page 69 and 70: 31.12.2004 31.12.2005 Change Change
Page 71 and 72: Translation differences 2003 2004 2
Page 73 and 74: Consolidation policies and valuatio
Page 75 and 76: when the contractually stipulated p
Page 77 and 78: A hedge is regarded as highly effec
Page 79 and 80: Intangible assets Intangible assets
Page 81 and 82: In the case of defined benefit pens
Page 83 and 84: Under revised IAS 32, certain deriv
Page 85 and 86: Notes JULIUS BAER GROUP 81
Page 87 and 88: 3. Credit risks Credit or counterpa
Page 89 and 90: Assets by countries/country groups
Page 91 and 92: 5. Liquidity and financing risks Th
Page 93 and 94: The liquidity position of Bank Juli
Page 95 and 96: Hedges The Group hedges a portion o
Page 97 and 98: 7. Reputational risks The Group’s
Page 99 and 100: 3 Results from trading operations N
Page 101 and 102: 7 Taxes Notes 2004 2005 Change Chan
Page 103 and 104: The depreciation and write-offs of
Page 105 and 106: Information on the consolidated bal
Page 107 and 108: 12 Financial investments 31.12.2004
Page 109 and 110: Notes 31.12.2004 31.12.2005 Change
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18 Financial liabilities designated
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20a Deferred tax assets Notes 31.12
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23 Corporate capital Notes Register
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25 Pension plans and other employee
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26 Assets and liabilities by domest
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27 Consolidated off-balance-sheet t
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28 Derivative financial instruments
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29 Financial instruments (continued
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30 Risk-weighted assets (BIS) Notes
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Notes Head Office Currency Capital
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Notes Head Office Currency Capital
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Pro-forma information The following
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Movements in shares granted under v
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Notes 31.12.2004 31.12.2004 31.12.2
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Breakdown of assets under managemen
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Report of the Group auditors to the
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Financial Report of Julius Baer Hol
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lion to CHF 28 million due to capit
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Balance sheet 31.12.2004 31.12.2005
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Proposal of the Board of Directors
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Report of the statutory auditors to
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Addresses and contacts
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2005 Annual Report Julius Baer Holding Ltd. - GAM Holding AG

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