The General Meeting is the supreme executive body of the Company. It has the following non-transferrable powers:
- the adoption and amendment of the Articles of Association;
- the election of the Chairman and of other members of the Board of Directors;
- the election of the Nomination and Compensation Committee members;
- the appointment of an independent voting proxy;
- the election of the Auditors;
- the approval of the management report and the consolidated financial statements;
- the approval of the annual financial statements, as well as the determination of the allocation of profits shown in the balance sheet, in particular with regard to dividends;
- the approval of the compensations to be paid to the members of the Board of Directors and of the Group Management;
- the discharge of the members of the Board of Directors;
- the adoption of resolutions concerning all those matters that are reserved to the General Meeting by law or by the Articles of Association.
Convening, Agenda, Documents
REGULAR GENERAL MEETING
The General Meeting is held annually within six months after the close of the fiscal year.
General Meetings are called by the Board of Directors, OR, if necessary by the Auditors. The liquidators and the representatives of the bondholders are also entitled to call a meeting of shareholders.
Extraordinary General Meetings may be called upon the decision of the General Meeting, the Board of Directors or the Auditors.
The General Meeting can also be convened by written request from one or more shareholders, representing together at least one tenth of the share capital, specifying the items to be included on the agenda and the proposals to be put forward.
REQUESTS FOR AGENDA ITEMS
Shareholders who represent shares with a nominal value of CHF 10,000.00 may, within the deadline published by the Company, demand in writing that an item be put on the agenda to be discussed together with the relevant motions. This has to be published in accordance with § 17 of the Articles of Association.
INVITATION, REQUIREMENT AND MAILING OF DOCUMENTS
The invitation to the General Meeting has to be published in the form provided for in § 17 of the Articles of Association and at least twenty (20) days prior to the meeting. Concurrently, the Board of Directors issues the requirements regarding proof of share ownership.
The notice of a meeting states the matters on the agenda and the proposals of the Board of Directors and the shareholders who demanded that a meeting of shareholders be called or that matters be included in the agenda.
Not less than 20 days prior to the General Meeting, the business report, the report of the Auditors and the compensation report with the Auditors’ report as well as the proposal on the allocation of profits as shown on the balance sheet are made available for inspection by the shareholders at the principal office of the Company.
Holders of registered shares entered in the shareholders’ register automatically receive the business report, report of the Auditors and compensation report while holders of bearer shares receive them on request.
PROCEDURE, VOTING, REPRESENTATION
The Chairman or Vice Chairman of the Board of Directors presides over the General Meeting or, if both of them are unable to be present, the Board of Directors may nominate another person to chair the meeting.
The minutes of the General Meeting are to signed by the Chairman and the Secretary. With the signature, the minutes will be determined with binding effect.
Each share confers the right to cast one vote at the General Meeting.
Unless the law or these Articles of Association provide otherwise, the adoption of resolutions and elections requires an absolute majority of votes represented at the General Meeting (not taking into account abstentions, blank votes and invalid votes).
At least a two-thirds majority of the votes represented, and an absolute majority of the par values of shares represented, is required for the adoption of resolutions concerning:
- modification of the purpose of the Company;
- introduction of voting shares;
- limiting or facilitating the transfer of registered shares;
- an authorized or conditional increase of the capital;
- an increase of the capital by conversion of capital surplus, by contribution in kind, for the purpose of acquisition of property and the granting of special rights;
- limiting or revoking subscription rights;
- change of location of the principal office of the Company;
- dissolution of the Company without liquidation;
- conversion of registered shares into bearer shares;
- removal from office of more than one third of the Board of Directors.
In the case of a tie vote, the Chairman has the deciding vote.
The Chairman may request an open, written, or electronic vote and election procedure. Upon the decision of the General Meeting voting are by written vote.
Each shareholder with voting rights may have his shares represented at the General Meeting by another shareholder with a voting right (proxy) based on a written power of attorney, the recognition of which is decided by the Board of Directors.
INDEPENDENT VOTING RIGHTS' REPRESENTATIVES
In addition, shareholders can be represented by the Independent Voting Proxy to whom any shareholder may give in writing or electronically power of attorney and instructions. Within the discretion provided by law, the Board of Directors may determine requirements for powers of attorney and instructions. The General Meeting elects the Independent Voting Proxy annually. The term of office ends with the conclusion of the next ordinary General Meeting. Re-election is possible.