III. THE EXECUTIVE BODIES OF THE COMPANY
§7
The executive bodies of the company are:
A. The General Meeting
B. The Board of Directors
C. The Auditors
A. The General Meeting
§8
The General Meeting is the supreme executive body of the company. It has the following powers which shall not be delegated. (cf. 698 SCO):
- the adoption and amendment of the Articles of Association;
- the election of the members of the Board of Direc¬tors and of the Audi¬tors;
- the approval of the annual report and the consolidated financial statements;
- the approval of the annual fincancial statements as well as the determination of the allocation of profits shown on the balance sheet, in particu¬lar with regard to dividends.
- the discharge of the members of the Board of Directors;
- the resolutions concerning all matters which are reserved to the Gen¬eral Meet¬ing by law or the articles of association.
§9
Each share confers the right to one vote at the General Meeting.
§10
The General Meetings are called by the Board of Directors, if necessary by the Auditors. The liquidators and the representa¬tives of the bondholders are also entitled to call a meeting of shareholders.
The invitation to the General Meeting has to be published in the form provided for in § 25 at least twenty (20) days prior to the meeting. Concurrently, the Board of Directors will issue the regulations regarding proof of share ownership.
Each shareholder may have his shares represented by another shareholder with a voting right at the General Meeting, subject to Article 689c and d SCO.
Shareholders who represent shares with a nominal value of CHF 150'000.-- may, within the period of time pub¬lished by the com¬pany, demand in writing and with declaration of the proposals that a matter be included in the agenda. Pub¬lication there¬of has to take place as pro¬vided in § 25.
The notice of a meeting shall state 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, subject to Article 700 par. 3 and 4 SCO.
§11
The Chairman or Vice Chairman of the Board presides at the General Meeting or, if either is unable to be present, a provisional president may be appointed by the Board of Directors.
The minutes of the General Meeting are to be signed by the Chairman and the Secretary and are thereby bindingly approved.
§12
The Annual General Meeting convenes yearly within six months subsequent to the close of the fiscal year.
Not less than 20 days prior to the annual meeting of shareholders the business report and the report of the auditors and the proposal on the allocation of profits as shown on the balance sheet shall be made available for inspection by the shareholders at the principal office of the company.
Holders of registered shares entered in the shareholder’s register shall automatically receive the business report and the report of the auditors; holders of bearer shares on re¬quest.
Article 696 par. 2 and 3 of the SCO remain applicable.
§13
Extraordinary general meetings may be called upon the decision of the General Meeting, the Board of Direc¬tors or the Auditors.
One or more shareholders whose combined holdings represent at least 10 percent of the capital stock may demand in writing and with declaration of the matter in the agenda and the proposals that a meeting of shareholders be called.
§14
The Chairman determines the voting procedure (openly, secret ballot or electronically). Secret ballot will be effected if so decided by the General Meeting.
§15
Unless the law or the articles of association provide otherwise, an absolute majority of votes represented at a meeting of shareholders is required for the adoption of resolutions and elections.
In the case of a tie vote, the Chairman has the casting vote.
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 a resolution concerning:
- an alteration of the purpose of the company;
- a creation of shares with increased voting powers;
- an implementation of restrictions or facilitations on the transfer of registered shares;
- an authorised increase of the capital or a conditional increase of the capital;
- an increase of the capital by conversion of capital surplus, by contribution of property, for the purpose of an acquisition of property and the grant of special rights;
- a restriction or suspension of preemptive rights;
- a change of location of the principal office of the company;
- the dissolution of the company without liquidation;
- the conversion of registered shares into bearer shares;
- the removal from office of more than one third of the Board of Directors;
- the limitation of the terms of office of the Board of Directors.
B. The Board of Directors
§16
The Board of Directors consists of five or more members, who must be shareholders. The term of their office is three years.
The members of the Board of Directors may be reelected at any time.
Holder of bearer shares as well as holders of registered shares have the right to one representative each on the Board of Directors.
§17
The Board of Directors is responsible for the ultimate direction of the company and the supervision of the executive management. It represents the company in official matters and has all of the competencies which are not expressly reserved by law and/or articles of association to other bodies of the company.
The Board of Directors constitutes itself.
The Board of Directors may delegate the management of the company and the representation of the company or parts thereof to one or more persons, members of the Board of Directors or third parties, who need not be shareholders. It issues the by-laws governing the internal organisation and determines the respective contractual relationships.
The by-laws governing the internal organisation arrange the management, determine the necessary positions, circumscribe their duties and, in particular, regulate the reporting.
The Board of Directors has the following nondelegable and inalienable duties:
- ultimate direction of the company and issuing the necessary instructions;
- determination of the organisation;
- administration of accounting, financial control and financial planning;
- appointment and removal of the persons entrusted with management and representation and settling of their signatory rights;
- ultimate supervision of the persons entrusted with management and representation, also in view of their compliance with the law, the articles of association, the by-laws and instructions. To this end, the Board of Directors sees to it that it is regularly in¬formed on the course of busi¬ness;
- preparation of the annual report as well as the prepa¬ration of the General Meetings and the execution of its resolutions;
- notification of the court if liabilities exceed assets;
- passing of resolutions regarding the stipulation of capi¬tal in¬creases and the statutory amendments resulting therefrom.
§18
The resolutions of the Board of Directors are effected with the majority of the members present. In the case of a tie vote, the chairman has two votes.
Unless a member requests oral discussion, resolutions may also be passed by way of written consent to a proposal, in which case the absolute majority of the members of the Board of Directors is required to pass the resolution.
Minutes of the proceedings and resolutions are to be kept and signed by the Chairman and the Secretary.
§19
The Board of Directors will meet at the invitation of the President as often as business operations so require.
Each member of the Board of Directors may, in written form set¬ting forth the reasons, request that the President calls a meeting without delay.
C. The Auditors and Group Auditors
§20
The General Meeting, every year, elects one or more individuals or a corporate entity as Auditors and Group Auditors with special qualifications, according to Article 727b SCO.
§21
The rights and duties of the Auditors and Group Auditors are determined by the legal requirements.
|
