Annual Report 2005 - Walter Meier

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Corporate Governance Professor Dr. Kurt Schiltknecht, non-executive member Education/qualifications Doctor of Economics Former positions included Research at the Swiss Federal Institute of Technology, Zurich, and OECD Director of the Swiss National Bank Chairman of the management committee of Nordfinanzbank Chairman of the Board of Directors of Bank Leu Member of the Governing Board of the Swiss National Bank Present positions Member of the Boards of Directors of BZ Bank, BZ Trust, Klosterfrau Chairman of the Board of Directors of Intershop Honorary professor, University of Basel Gottlieb Knoch, non-executive member* Education/qualifications Master of Engineering, Swiss Federal Institute of Technology MBA, Stanford University Former positions included McKinsey&Co. CEO Bachem Chairman of the Board of Directors and CEO of Tecan Present positions Member of the Board of Directors of Bachem AG Member of the Board of Directors of Rothschild Bank AG Werner Kummer, non-executive member Education/qualifications Master of Engineering, Swiss Federal Institute of Technology Doctor of Engineering, Milan Polytechnic MBA, INSEAD Former positions included Partner with Braxton Associates Management Consultants, Boston, London, and Paris Management positions with Pelikan Corp., Zug, and Feintool AG, Lyss CEO Schindler Elevator Ltd. (Switzerland) Executive Vice President Schindler Asia/Pacific CEO Forbo Holding AG Present positions Independent consultant incl. Senior Advisor for M&A, Schindler Management AG Member of the Board of Directors and Chairman of the Audit Committee of Bâloise Holding Chairman of the Board of Directors of Gebrüder Meier AG, Regensdorf Board Member, Zurich Chamber of Commerce Heinz Roth, non-executive member Education/qualifications Swiss Federal Diploma in Banking, Swiss Banking School, Executive Program, Stanford University Former positions included Solothurn Kantonalbank Credit Suisse Group (managerial functions in Switzerland and abroad) CEO, Credit Suisse Private Banking, Switzerland Member of Management, Credit Suisse Financial Services Present positions Independent company advisor on finance Member of the Board of Directors, Vontobel Holding AG (member of the Audit Committee, chairman of the IT Committee) Member of the Board of Directors, Bank Vontobel AG Chairman of the Davos Musical Festival Foundation * Gottlieb Knoch, who was elected to the Board of Directors in 2001, has announced that he will relinquish his membership of the Board of Directors as of the date of the Annual Meeting of Shareholders on April 25, 2006. The Annual Meeting of Shareholders on May 2, 2005, elected Heinz Roth, Uitikon, as new member of the Board of Directors.
3.3 Cross-involvement There are no cross-memberships between the Board of Directors of WMH Walter Meier Holding AG and any other listed company. 3.4 Elections and terms of office The Board of Directors comprises at least three members, who are each elected for three years by the General Meeting of Shareholders in different years. Information regarding the date of first election and remaining term of office of the present members is shown on page 5. All members of the Board of Directors must be shareholders, or representatives of a legal entity or company which is a shareholder of WMH Walter Meier Holding AG. 3.5–3.6 Internal organization and regulation of authorities The Board of Directors determines its organization autonomously. In particular, it determines its Chairman and its secretary, who minutes the meetings. The secretary need not be a member of the Board of Directors. The Board of Directors directs and supervises the management of the company, represents the company externally, and determines who is authorized to sign on the company’s behalf. The Board of Directors definitively resolves all matters which are not specifically defined by the law or statutes as being the responsibility of any other governing body. According to the WMH Organizational Regulations, and subject to compliance with applicable laws, the Board of Directors may delegate management in whole or in part, and/or representation of the company, to one or more members of Group Management or to third parties. The most important non-transferable and inalienable responsibilities of the Board of Directors are the following: – ultimate direction of the company and issuance of necessary instructions – definition of the form of organization – establishment of systems and procedures for accounting, financial control, and financial planning, to the extent necessary for management of the business – appointment and discharge of persons charged with managing and representing the business – ultimate supervision of the persons charged with managing the business, especially with regard to their compliance with the law, statutes, bylaws, and instructions – preparation of the Annual Report, and preparation of General Meetings of Shareholders and execution of their resolutions – notification of the legal authorities in case of insolvency. 24 25 WMH Annual Report 2005 Resolutions by the Board of Directors are determined by simple majority of the members present. Should voting for and against be equal, the Chairman has the casting vote. In the reporting year, the Board of Directors held four meetings. Further business was handled by correspondence. In view of the small Board of Directors, the formation of special standing committees was so far not appropriate. On the other hand, certain special responsibilities are held by the Chairman of the Board alone. The Board of Directors has delegated the management of ongoing business to Group Management under the Chairmanship of the CEO. Group Management provides regular information to the Board of Directors regarding the state of business of WMH. In case of need, the members of the Board of Directors may request all available information about the company. By tradition, the members of Group Management and, if necessary, other representatives of management, are invited to meetings of the Board of Directors. 3.7 Information and control instruments vis-à-vis Group Management The Board of Directors bases its information on the standardized reporting which has been introduced throughout the Group, and on the associated Group instructions. The information published in the Annual Report is also based on this reporting. The auditors report to the Board of Directors any weaknesses detected while performing the annual audit of the financial statements.
Page 1 and 2: WMH Annual Report 2005 Customer Ben
Page 3 and 4: WMH Annual Report 2005 WMH Group an
Page 5 and 6: Chairman’s report It was an inten
Page 7 and 8: Net sales CHF mil. 800 700 600 500
Page 9: Organization Board of Directors Nam
Page 12 and 13: WMH Tools “To provide an optimal
Page 14 and 15: WMH Tools WMH Tools: Decisive progr
Page 16 and 17: WMH Air Conditioning “When the in
Page 18 and 19: WMH Air Conditioning WMH Air Condit
Page 20 and 21: WMH Heating “Alpamare is one of t
Page 22 and 23: WMH Heating WMH Heating: Very stron
Page 24: In the interests of its shareholder
Page 27: 3. Board of Directors Dr. Reto E. M
Page 31 and 32: Daniel Maissen, executive member (C
Page 33 and 34: 6. Shareholders’ rights of partic
Page 35 and 36: Addresses WMH Walter Meier Holding
Page 37 and 38: WMH Financial Report 2005 WMH Group
Page 39 and 40: Important dates Annual Shareholders
Page 41 and 42: Information for investors Capital s
Page 43 and 44: WMH Group Consolidated income state
Page 45 and 46: WMH Group Consolidated cash flow st
Page 47 and 48: WMH Group Notes to the financial st
Page 49 and 50: WMH Group Deferred taxes When calcu
Page 51 and 52: WMH Group 15 Property, plant and eq
Page 53 and 54: WMH Group Earnouts The remaining ea
Page 55 and 56: WMH Group Segment information a) By
Page 57 and 58: WMH Group Report of the Group audit
Page 59 and 60: WMH Walter Meier Holding AG Income
Page 61 and 62: WMH Walter Meier Holding AG Notes t
Page 63 and 64: WMH Walter Meier Holding AG Proposa
Page 65 and 66: Addresses WMH Walter Meier Holding

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