Corporate Governance 2013 (pdf) - Walter Meier

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CORPORATE GOVERNANCE
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CORPORATE GOVERNANCE
At Walter Meier, the principles and provisions governing corporate governance are laid down in the articles
of incorporation and the organizational regulations. The published information complies with the
Corporate Governance Directive issued by the SIX Swiss Exchange and the relevant disclosure provisions
of the Swiss Code of Obligations. Unless stated otherwise, all information relates to the status on December
31, 2012.
The corporate governance information to be published pursuant to the Directive of the SIX Swiss Exchange
is listed below in the order prescribed.
1 GROUP STRUCTURE AND SHAREHOLDERS
1.1 Group Structure
1.1.1 Group operating structure
The operating structure of the Group consists of four Group Divisions as illustrated on page 83.
Humidification & Evaporative Cooling
Vaporization, nebulization and evaporation technologies are used in the Group Division Humidification &
Evaporative Cooling.
Climate
In the Group Division Climate, Walter Meier offers products, consulting and other services in the area of
indoor climate. The product portfolio mainly comprises heating and cooling solutions.
Tools
The Group Division Tools offers tool and machinery products for manual metalworking and woodworking
as well as repair shop equipment.
Machining Solutions
Machining Solutions focuses on automated metalworking. The products are mainly used in industry. Besides
products, this Group Division provides services such as planning, programming and assembling
complete CNC solutions according to customer specifications for high-precision production of metal
parts.
1.1.2 Listed company
Walter Meier Ltd. is the only listed company within the Walter Meier Group.
Headquarters Schwerzenbach, Switzerland
Listed on SIX Swiss Exchange
Stock market capitalization CHF 452.9 million
Stake held by the Group 9.7%
Security no. 1594024
ISIN no. CH0015940247
Reuters WMN.S
Bloomberg WMN
Telekurs WMN
1.1.3 Unlisted consolidated companies
Walter Meier Ltd. is a holding company incorporated under Swiss law for an unspecified duration and has
its headquarters in Schwerzenbach (Canton of Zurich, Switzerland). Details of unlisted consolidated companies,
their registered offices, the share capital and the voting rights held by Walter Meier can be found
in the consolidated financial statements, note 36.

O
Organization of the
Walter Meier Group
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1.2 Significant shareholders
In accordance with Article 20 of the Swiss Stock Exchange and Securities Trading Act (SESTA), the following
significant shareholders and shareholder groups were recorded in the shareholder register as holding
more than three percent of the voting rights as of December 31, 2012:
in % X 12/31/2012 12/31/2011
Greentec AG (owned by Silvan G.-R. Meier)
of capital 59.0 57.3
of votes 84.6 81.0
Silvan G.-R. Meier
of capital – 1.9
of votes – 0.9
Anja Egger-Meier
of capital 9.7 19.6
of votes 4.8 8.7
There are no agreements regulating the exercise of shareholders’ rights.
1.3 Cross-shareholdings
Walter Meier Ltd. does not have any cross-shareholding agreements with other companies regarding
shares or voting rights.

2 CAPITAL STRUCTURE
2.1 Capital on the balance sheet date
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X Number of voting shares in CHF million
-A- registered shares with a nominal value of CHF 0.50 1 456 500 0.8
-B- registered shares with a nominal value of CHF 0.10 3 300 000 0.3
Share capital 4 756 500 1.1
of which treasury shares (-A- registered shares) –140 447 –35.1
of which treasury shares (-B- registered shares) –321 750 –16.1
Capital reserves 11.3
Other reserves 207.7
Shareholders’ equity 4 294 303 168.9
2.2 Authorized and conditional capital in particular
Walter Meier Ltd. had no authorized or conditional capital as of December 31, 2012.
2.3 Changes in capital
Walter Meier announced the issue of put options on May 24, 2012 and November 26, 2012. The associated
share buyback program was carried out to reduce capital reduction using traded put options; 20 -A-
put options entitled the bearer to tender one -A- registered share. An equivalent offer was made for nonlisted
-B- shares.
The overview below summarizes both share buyback programs:
Issue of put options/
tradable period
Registered shares/
nominal value
Repurchase value
per share
Options registered
for exercise
Number of shares
bought back
Total volume in
CHF million
6/4 − 15/2012 -A-/ CHF 0.50 CHF 260 1 438 560 71 928 18.7
-B-/ CHF 0.10 CHF 52 3 300 000 165 000 8.6
12/3 − 13/2012 -A-/ CHF 0.50 CHF 240 1 370 380 68 519 16.4
-B-/ CHF 0.10 CHF 48 3 135 000 156 750 7.5
Total 51.2
A proposal to reduce capital and cancel the shares that were bought back (nominal value CHF 0.1 million)
will be put to the next general meeting of Walter Meier Ltd. in March 2013. Until they are cancelled, the
shares will be held as treasury shares.
The share buyback program (aimed at increasing profit per share and thus increasing dividend capacity)
of up to a maximum of CHF 15.0 million running over a maximum of two years, approved by resolution of
the Board of Directors on October 15, 2009, was closed prematurely on April 28, 2011. In total, 114 300 -A-
registered shares were repurchased, of which 9 098 were repurchased in 2011. The buyback volume
amounted to CHF 15.0 million. The capital reduction and cancellation of shares were agreed by resolution
of the general meetings of March 2011 (108 800 shares) and March 2012 (5 500 shares) (nominal value
CHF 0.1 million).
The share capital was reduced from CHF 6.7 million to CHF 1.1 million at the general meeting of March
15, 2011 by reducing the nominal value of -A- registered shares from CHF 3.00 to CHF 0.5 and of -B- registered
shares from CHF 0.60 to CHF 0.10.
2.4 Shares and participation certificates
The number, class and nominal value of the shares are set out in section 2.1. All registered shares carry
equal voting rights irrespective of their nominal value. There are no preferential rights. Walter Meier Ltd.
has not issued any participation certificates.

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2.5 Bonus certificates
Walter Meier Ltd. has not issued any bonus certificates.
2.6 Convertible bonds and options
Walter Meier Ltd. has not issued any convertible bonds or options.
2.7 Restrictions on transferability and nominee registrations
For each registered share, the company recognizes only one person with an entitlement to vote, namely
the individual entered in the share register. Entries in the share register are only made upon proof of purchase
of the registered share as owner or proof of usufruct. There are no restrictions on the acquisition or
sale of registered shares.
3 BOARD OF DIRECTORS
In 2012, the Board of Directors of Walter Meier Ltd. was made up of four members, who, with the exception
of the Chairman of the Board of Directors, have not been members of Walter Meier Group Management
or the management of a Walter Meier company in the past three years.
3.1-3.2 Members of the Board of Directors, their activities and business interests
X NAME AND NATIONALITY YEAR OF BIRTH POSITION ELECTED TERM OF OFFICE ENDS
Silvan G.-R. Meier 1975 Chairman of the Board of Directors 2012 2015
Swiss
Heinz Roth 1954 Vice Chairman of the Board 2005 2014
Swiss non-executive
Paul Witschi 1943 Member of the Board 2007 2013
Swiss non-executive
Alfred Gaffal 1947 Member of the Board 2012 2015
German non-executive
Silvan G.-R. Meier EDUCATION/QUALIFICATIONS
There are no material business relationships between the Members of the Board and Walter Meier.
MA in Economics, University of Zurich
PRESENT POSITIONS
Chairman of the Board of Directors of Walter Meier
Chief Executive Officer
Chairman of the Board of Directors of Greentec AG
FORMER POSITIONS INCLUDE
Member of Walter Meier Group Management (2006)
Senior Consultant, Simon, Kucher & Partners, Strategy & Marketing Consultants, Switzerland (2002−2006)

Heinz Roth EDUCATION/QUALIFICATIONS
non-executive Swiss Federal Diploma in Banking, Swiss Banking School; Executive Program, Stanford University
PRESENT POSITIONS
Vice Chairman of the Board of Directors and Chairman of the Audit Committee of Walter Meier
Independent corporate finance consultant
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Member of the Board of Directors and Chairman of the Audit Committee of Meyer Burger Technology AG
Member of the Board of Directors of KORAS AG (Blaser Swisslube)
Various directorships with non listed companies
FORMER POSITIONS INCLUDE
Solothurner Kantonalbank
Credit Suisse Group (managerial functions in Switzerland and abroad)
CEO, Credit Suisse Private Banking, Switzerland
Member of Management, Credit Suisse Financial Services
Member of the Board of Directors of Bank Vontobel,
Member of the Board of Directors of Vontobel Holding AG (Member of Audit Committee, Chairman of IT Committee)
Member of the Board of Directors of Banca Arner S.A.
Chairman of the Davos Music Festival Foundation
Paul Witschi EDUCATION/QUALIFICATIONS
non-executive BEng., University of Applied Sciences, Switzerland
PRESENT POSITIONS
Member of the Board of Directors and Chairman of the Compensation Committee of Walter Meier
Chairman of the Board of Directors of AFG Arbonia-Forster-Holding AG
Member of the Board of Directors of Reichle & De-Massari AG
Member of the Supervisory Board of the Vaillant Group
Non-executive directorships abroad (Germany)
FORMER POSITIONS INCLUDE
Head of Export and Division Director, Luwa AG,
Head of Group Marketing and Executive Vice President, Luwa AG
As Member of Group Management and Head of Group Marketing and Sales of the Geberit Group,
responsible for the internationalization of the Geberit Group
Alfred Gaffal EDUCATION/QUALIFICATIONS
non-executive Master of Business Administration
PRESENT POSITIONS
Member of the Board of Directors of Walter Meier
Chairman of the Board of Directors of Wolf GmbH (Mainburg, Germany)
Member of the Management of Bavarian Metalworking and Electrical Industries (Germany)
FORMER POSITIONS INCLUDE
Chairman of the Management of Wolf GmbH (Mainburg, Germany)
Member of the Management of Centrotec Sustainable AG (Brilon, Germany)
3.3 Election and term of office
Members of the Board of Directors are elected by the general meeting for a term of office three years.
Reelection is possible. Each share category can appoint at least one representative to the Board of Directors.
The dates of their first election and the expiration of their term of office are listed in sections 3.1–3.2.

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3.4 Internal organizational structure
3.4.1 Allocation of responsibilities within the Board of Directors
The Board of Directors is the most senior management body in the Group. It determines its organization
autonomously and it also decides on any committees. In particular, the Board of Directors determines its
Chairman and also its Secretary, who keeps minutes of 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 passes binding resolutions on all matters that are not specifically defined as
the responsibility of another governing body in accordance with the law or the articles of incorporation.
The Board of Directors is subject to the non-transferable and inalienable duties defined in Article 716a
Paragraph 1 of the Swiss Code of Obligations.
The Chairman prepares and chairs meetings of the Board of Directors. In his absence, the Vice Chairman
or another member of the Board of Directors acts as his deputy. The Chairman is responsible for convening
and conducting the meetings in accordance with the relevant provisions and for notifying Board
members appropriately, giving sufficient notice.
3.4.2 Committees of the Board of Directors
The Audit Committee is chaired by Heinz Roth and is composed of the entire Board of Directors of Walter
Meier Ltd. The Audit Committee decides on the audit program and the audit engagement for both the internal
and external auditors, reviews the internal control systems and risk management processes, and
monitors financial reporting.
Since 2012, there has also been a Compensation Committee chaired by Paul Witschi, which also comprises
the entire Board of Directors of Walter Meier Ltd. The Compensation Committee develops proposals on
compensation of Group Management and Board of Directors for submission to the Board of Directors in
its entirety. The Chairman of the Board of Directors is not present for the decision on his own compensation.
3.4.3 Working methods of the Board of Directors
The Board of Directors meets as often as business requires but at least four times a year. The Audit Committee
and the Compensation Committee each meets as often as business requires but at least twice a
year. In the 2012 financial year, the Board of Directors met at six and the Audit Committee at three ordinary
meetings, each of one day’s duration. Sessions were also held by the Compensation Committee at
two of these meetings. Members of Group Management attended as guests for selected items on the
agenda. Additional executive employees, representatives of the external and internal auditors as well as
external consultants participated on a case-by-case basis. Besides the ordinary day-long meetings, there
were two conference calls which were attended by the entire Board of Directors.
The Board of Directors passes resolutions and determines elections by simple majority of the members
present. In the event of a tie, the Chairman has the casting vote.
Negotiations and resolutions are recorded in the minutes which are signed by the Chairman and the Secretary.
Resolutions of the Board of Directors can also be approved by written approval of a proposal unless
one of the members requests a verbal discussion.

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3.5 Powers and responsibilities
The powers and responsibilities of senior management bodies are governed in detail by the organizational
regulations. The key regulations are as follows:
The Chairman of the Board of Directors is responsible for coordination between the Board of Directors
and Group Management. The CEO, Silvan G.-R. Meier, is responsible for Group Management.
In addition to the non-transferable duties of the Board of Directors pursuant to Article 716a of the Swiss
Code of Obligations, it also has the following powers and responsibilities:
− Approval of the company’s strategy and budget
− Approval of the compensation of the Chairman of the Board of Directors, of the CEO and
members of Group Management
− Approval of adjustments to subsidiaries’ capital structure amounting to more than CHF 20 million.
− Approval of loan agreements with third parties amounting to more than CHF 20 million.
− Approval of all business combinations on the purchase or sale side
− Acquisition or disposal of individual assets worth more than CHF 5 million.
− Approval of payment obligations totaling more than CHF 5 million (per case)
− Granting of collateral worth more than CHF 5 million to third parties (per case)
− Conclusion of settlements in legal or other disputes amounting to more than CHF 5 million (per case)
− Use of forward exchange contracts for normal business operations with a term in excess of 30 months
3.6 Information and control systems with respect to Group Management
Walter Meier’s management information system (MIS) is based on the standardized reporting that has
been introduced throughout the Group as well as the related Group policies. It consists of monthly business
and financial reports supplemented on a quarterly basis by more detailed management reports. A
forecast to year-end is also prepared every quarter throughout the year. Furthermore, an annual plan is
compiled and submitted to the Board of Directors for approval. The MIS is available to both the Board of
Directors and Group Management.
The strategy is revised, documented and approved by the Board of Directors every year. In addition, the
strategic alignment is reviewed once a year and submitted to the Board of Directors.
The most important management tools are the medium-term plan and the measures it defines. These are
revised, documented and approved by the Board of Directors every three years.
The CEO reports on extraordinary and significant transactions and events to the Board of Directors.
In the course of conducting its annual audit of the financial statements, the auditor’s report their findings
and comments to the Board of Directors. The internal audit function supports the Board of Directors in
the areas of internal control, risk management and monitoring of weaknesses and outstanding issues
identified by the external auditors.
Walter Meier operates a risk management system at the level of the Group and of the individual company;
this system has been approved by the Board of Directors.
The risk policy defines how the Group deals with risk and sets out a structured process prescribing the
systematic monitoring of business risks. It identifies risks, analyzes the likelihood of their occurring and
their extent and, if necessary, determines measures to reduce and control risk. Periodically, the Board of
Directors is notified of material changes to the risk assessment and risk management activities.
The internal control system (ICS) is used for risks that relate to accounting and financial reporting. The ICS
for financial reporting defines control measures that help to reduce or avoid the respective risks.
Financial risks are monitored at the Group level by the CFO or by the Treasury Department that reports to
the CFO. The treasury policy issued by the Group’s Board of Directors forms the basis for this. Financial
risk management concentrates on the recognition, mitigation and hedging of exchange rate, interest
rate, liquidity and counterparty risks to limit their impact on cash flows and net income.

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4 GROUP MANAGEMENT
4.1−4.2 Members of Group Management and their activities
NAME AND NATIONALITY YEAR OF BIRTH POSITION
Silvan G.-R. Meier 1975 Chief Executive Officer
Swiss
Jochen Nutz 1964 Chief Operating Officer, Chief Financial Officer
Swiss and German
Silvan G.-R. Meier EDUCATION/QUALIFICATIONS
MA in Economics, University of Zurich
PRESENT POSITIONS
Chairman of the Board of Directors of Walter Meier
Chief Executive Officer
Chairman of the Board of Directors of Greentec AG
FORMER POSITIONS INCLUDE
Jochen Nutz EDUCATION/QUALIFICATIONS
Member of Walter Meier Group Management (2006)
Senior Consultant, Simon, Kucher & Partners, Strategy & Marketing Consultants, Switzerland (2002–2006)
Studies in economics and business administration
Certified Internal Auditor
PRESENT POSITIONS
Member of Group Management
Chief Operating Officer, Chief Financial Officer
FORMER POSITIONS INCLUDE
Georg Fischer (1999–2008):
Internal Group Auditor, Switzerland
Head of Group Audit, Switzerland
Head of Finance and Controlling, Automotive Group, Switzerland
Rehau Group (1993–1999):
Head of Internal Audit, Rehau Group, Switzerland
Managing Director, Aspen Windows Ltd., Great Britain
Internal Auditor, Rehau Group, Switzerland
Commercial Manager, sales and production companies, Rehau South Africa
4.3 Management contracts
The Board of Directors and Group Management of Walter Meier run the business directly. There are no
management contracts with companies outside the Group.

5 COMPENSATION, PARTICIPATIONS AND LOANS
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5.1 Content and method of determining compensation and participation programs
The Compensation Committee puts forward proposals regarding compensation to the Board of Directors
and Group Management. Decisions are then taken by the entire Board of Directors at its meeting in December
each year.
The Chairman and the other members of the Board of Directors receive fixed compensation only. They
can choose to receive their compensation either in cash or in shares. An independent advisor for compensation
systems was engaged by the Compensation Committee to carry out a representative study as the
basis for determining fees of the Board of Directors. The fees of the Board of Directors currently fall within
the lower range of customary compensation.
Dr. Reto E. Meier, who resigned as Chairman of the Board of Directors at the general meeting of March 14,
2012, was elected Honorary President on the same date in acknowledgement of his services to Walter
Meier. The Honorary President is entitled to an annual fee of CHF 50 thousand.
The total compensation paid to members of Group Management consists of a fixed and a variable component.
Companies from Walter Meier's peer group are considered as the basis for determining total
compensation. The peer group consists of companies that are listed on the SIX Swiss Exchange, report
similar levels of sales and operate in related industries. Of the variable component, two thirds is based on
the Group’s net income and a third is based on working capital. The amount of this component is measured
based on a pre-determined percentage of the Group’s net income or derived from the operating result
and working capital. The variable component accounts for between 30 and 70 percent of total compensation.
The remuneration of members of Group Management is in principle settled in cash, although the Board
of Directors may grant part of the variable component in the form of shares.
5.2 Remuneration of members of the Board of Directors and Group Management
This information is disclosed in the notes to the financial statements of Walter Meier Ltd. on pages 77-78
in accordance with Article 663b bis of the Swiss Code of Obligations.

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6 SHAREHOLDERS’ RIGHTS OF PARTICIPATION
6.1 Restrictions on voting rights and representation
There are no restrictions on voting rights. Regulations concerning evidence of share ownership and the
issuance of ballots are determined by the Board of Directors.
Shareholders can arrange to be represented at the general meeting by another shareholder with written
proxy. To allow voting by proxy, the company offers its shareholders the choice of a member of its governing
bodies, another dependent person (representative of a governing body of the company) or an independent
third party.
6.2 Statutory quorum
The general meeting votes and passes resolutions with the absolute majority of the votes of the shares
represented. Resolutions on changes to the articles of incorporation, an increase or reduction in the share
capital, amalgamation with another company or dissolution may only be passed by a two-thirds majority
of the votes represented as well as the absolute majority of the nominal value of the shares represented.
Furthermore, such resolutions can only be approved if at least half of all shares are represented at the
general meeting.
6.3 Convening the general meeting
An invitation to the general meeting is published once in the Swiss Official Gazette of Commerce at least
20 days before the date of the meeting. In addition, shareholders that are entered in the share register are
invited by standard mail.
6.4 Agenda for the general meeting
Items to be negotiated as well as proposals by the Board of Directors and the shareholders are published
together with the invitation to the general meeting. The Board of Directors is obliged to include on the
agenda of the general meeting all proposals that are received in writing at least four weeks before the
date of invitation to the meeting from shareholders who, alone or collectively, represent at least one
tenth of the share capital or represent shares with a nominal value of CHF 1 million. No resolutions can be
passed on matters not announced in advance according to these provisions with the exception of a motion
to hold an extraordinary shareholders’ meeting or perform a special audit.
6.5 Entries in the share register
A share register is kept of the registered shares issued, recording the names and addresses of the respective
owners or beneficiaries. Only those who are entered in the share register will be regarded as shareholders
by the company. For organizational reasons, no entries will be made in the share register in the
period between issue of the invitation to the general meeting and the day following the general meeting.

7 CHANGE OF CONTROL AND DEFENSE MEASURES
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7.1 Obligation to make a public offer
There is a statutory opting-out regulation according to which a purchaser of shares in the company is not
obliged to make a public offer according to Articles 32 and 52 of the Swiss Stock Exchange Act if the legal
limit of 33 1⁄3 percent is reached.
7.2 Clauses on changes of control
There are no clauses on changes of control with members of the Board of Directors or Group Management
of Walter Meier Ltd.
8 AUDITORS
8.1 Duration of engagement and term of office of the auditor in charge
The auditors are elected for one year by the general meeting.
Ernst & Young in Zurich has been the auditor of Walter Meier Ltd. and the group auditor of Walter Meier
since 1979. Martin Mattes has been the auditor in charge since 2009. The auditor in charge rotates at
least every seven years.
8.2 Audit fees
The audit fees paid to Ernst & Young for services in connection with the statutory audit of these financial
statements came to CHF 0.8 million. Walter Meier also engaged other auditors whose fees amounted to
CHF 0.3 million.
8.3 Additional fees
In the 2012 financial year, Ernst & Young invoiced further fees of CHF 0.3 million for transaction advisory
services.
8.4 Reporting tools of the external auditors
The internal and external auditors regularly inform Group Management and the Board of Directors of
their findings and comments. Representatives of the internal and external auditors are invited to meetings
of the Board of Directors at least twice a year. The external auditors provide the Board of Directors
with information on the audited annual financial statements in the spring, while findings and comments
from the interim audit are discussed in the second half of the year. The information from the internal and
external auditors is conveyed both verbally at meetings and in writing.
The Audit Committee assesses the internal and external auditors each year using a number of different
criteria such as compliance with deadlines, team composition and communication with the Board of Directors
and Group Management. The Audit Committee assesses the audit fees each year based on the
audit costs of other companies of comparable size.

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9 INFORMATION POLICY
Walter Meier provides shareholders, financial markets, employees and the public with regular information
regarding the performance of the company and important events. Walter Meier communicates in
a transparent and timely manner and maintains an open dialog based on mutual respect with its most
important stakeholders.
As a listed company, Walter Meier is obliged to disclose information that is of relevance to its share price
(Ad-hoc Publicity, Article 53 Listing Rules).
The most important sources of information are the annual and half-year reports, the website
(www.waltermeier.com/investors), media releases, the media and financial analysts’ conference on the
annual financial statements, meetings for financial analysts and investors as well as the general meeting.
Key information about the company can be accessed on the website www.waltermeier.com along with
media releases and details of the current share price as well as the annual report and half-year report.
Contact:
Walter Meier, Corporate Communications
Phone +41 44 806 49 00
group@waltermeier.com
IMPOTANT DATES 2013
Publication of the annual report 2012 26 February
General meeting 20 March
First half of the financial year closes 30 June
Publication of the half-year report 2013 15 August
Financial year closes 31 December

Walter Meier Ltd.
Bahnstrasse 24, 8603 Schwerzenbach, Switzerland
Phone +41 44 806 41 41, Fax +41 44 806 49 49
group@waltermeier.com, www.waltermeier.com