Annual Report 2010/11 - Sonova

48
FOCUS On tranSParenCY
– Corporate Governance
Sonova is committed to sound Corporate Governance and the safeguarding of
its shareholders interests. The Board of Directors and the Management Board
continuously work to further develop and improve the Corporate Governance.
Creating transparency and maintaining an equilibrium
between entrepreneurship, control, and transparent reporting
is the primary goal of good Corporate Governance.
The Sonova Group is totally committed to both progressive
and sustainable corporate management and takes its
social responsibility very seriously. Within the Sonova Group,
the Board of Directors works together with the Management
Board to continually develop Corporate Governance.
At Sonova, Corporate Governance is based upon and fully
in line with international standards and practices. The Company
fulfils its legal obligations pursuant to Articles 663b
and 663c of the Swiss Code of Obligations, the Directive on
Information relating to Corporate Governance published
by the SIX Swiss Exchange, and the standards defined in the
Swiss Code of Best Practice for Corporate Governance.
All the relevant documents can be accessed at the Corporate
Governance section of the Sonova website:
www.sonova.com/en/commitments/corporategovernance
CHAnGES In fInAnCIAL yEAr 2010/11
At the General Shareholders’ Meeting on June 15, 2010, John
J. Zei was elected as a new Member of the Board of Directors
for the statutory term of office of three years. John J. Zei was
CEO of Knowles Electronics, one of the primary suppliers
of acoustic components for the hearing instrument industry,
through the end of 2009. He complements the Board of
Directors in particular through his in-depth expertise in
the healthcare market, especially the hearing instruments
industry.
following the introduction of the Swiss federal Act on
Inter mediated Securities (fISA) on January 1, 2010, the Articles
of Association of Sonova Holding AG were revised in
accordance with the resolution by the General Shareholders’
Meeting of June 15, 2010. This revision enabled the re moval
of the postponed share certificates printing previously provided
for in the Articles of As sociation. Shareholders will,
however, continue to have the possibility of requesting
written evidence of their shareholding – although a
printed share certificate in the form of a security will no
longer be available. This change sim pli fies administration
and corresponds to current pra c tice among Swiss public
limited companies.
There were failings with regard to the black-out on trading of
Sonova shares and options in financial year 2010/2011,
resulting in transactions which should not have taken place.
The previous CEO and CfO of Sonova failed to issue a
timely internal black-out period for trading in the run-up to
the profit warning on March 16, 2011. In addition, the
profit warning was issued too late, according to an investigation
carried out by the Homburger law firm upon a mandate
issued by the Board of Directors. As a result of this, there
were equity transactions that should not have taken place.
Based upon these events and their consequences for the
company, CEO Valentin Chapero and CfO Oliver Walker
tendered their resignations with effect March 30, 2011. In
addition, Andy rihs stepped down as Chairman of the
Board of Directors; he will remain a Member of the Board
of Directors.
The Board of Directors appointed robert f. Spoerry to
replace Andy rihs. Mr. Spoerry has been a non-Executive
Member of the Board of Directors of Sonova since 2003
and has extensive industry experience. He was previously
CEO of Mettler Toledo, a manufacturer of precision
measuring devices; he currently serves as the Chairman
of its Board of Directors.
The operational management of Sonova has been taken over
by Alexander Zschokke as Interim CEO. Mr. Zschokke has been
a Member of the Group Management Board since 2006.
He has previously been responsible for marketing and currently
is Group Vice President channel solutions. Paul
Thompson has been appointed Interim CfO of the Sonova
Group. He previously held this position from 2002 to
2004, and has since been Group Vice President Corporate
Development.
The investigation by the law firm Homburger AG ordered by the
Board of Directors also showed that internal processes and
internal policies were not followed by the responsible people