Annual Report 2010/11 - Sonova

Annual Report 2010/11 - Sonova Annual Report 2010/11 - Sonova

02.12.2012 Views

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

in critical moments. As a consequence, the profit warning and the internal black-out period for trading in Sonova shares and options were issued too late. The Board of Directors has therefore appointed a task force that will analyze in detail the shortcomings identified by Homburger AG and promptly take the appropriate remedial measures. Appropriate mechanisms and processes will ensure full observance of all legal requirements, directives, and internal documents. In order to meet the requirements for increased transparency, Sonova also decided to revise the section covering compensation and shareholding and to report these in a separate compensation report. The present report describes the principles of Corporate Governance for the Sonova Group and provides background information on the Group’s executive officers and bodies effective March 31, 2011. The report is based on the general principles of Corporate Governance set down in the Articles of As sociation and the Organizational regulations, which in turn comply with the Directive on Information relating to Corporate Governance published by the SIX Swiss Exchange. GrOuP STruCTurE OPErATIOnAL GrOuP STruCTurE The Sonova Group is headquartered in Stäfa, Switzerland, and is active in over 90 countries. Its 65 subsidiaries cover over 30 countries, and a network of independent distributors serves the remaining markets. Sonova Holding AG is the parent company of the Sonova Group and is listed on the SIX Swiss Exchange. OPErATIOnAL GrOuP STruCTurE as of March 31, 2011 nomination and Compensation Committee General Sharholders’ Meeting Board of Directors Management Board Audit Committee Internal Audit STruCTurE Of THE MAnAGEMEnT BOArD as of March 31, 2011 Interim Chief financial Officer (CfO) Paul Thompson GVP Corporate Development Paul Thompson GVP Corporate Human resources Sarah Kreienbühl LISTED COMPAnIES Interim Chief Executive Officer (CEO) Alexander Zschokke GVP research & Development Dr. Hans Leysieffer GVP Marketing Maarten Barmentlo GVP Operations Hans Mehl COrPOrATE GOVErnAnCE GVP International Sales Ignacio Martinez GVP Medical Hansjürg Emch GVP Channel Solutions Alexander Zschokke Apart from Sonova Holding AG, no other company belonging to the consolidated Sonova Group is listed on any stock exchange. Key data for the share of Sonova Holding AG as of March 31, 2011: 2011 2010 2009 Market capitalization in CHf m 5,444 8,658 4,557 in % of equity 405% 615% 444% Share price in CHf 81.85 131.00 68.80 P/E ratio 23.4x 24.2x 16.0x registered office 8712 Stäfa, Switzerland Listed on SIX Swiss Exchange Security no 1254978 ISIn CH0012549785 Ticker symbol SOOn Par value CHf 0.05 nOn-LISTED COMPAnIES The organizational chart showing the significant companies of the Sonova Group as of March 31, 2011, can be found in the Consolidated financial Statements in note 36. 49

in critical moments. As a consequence, the profit warning<br />

and the internal black-out period for trading in <strong>Sonova</strong> shares<br />

and options were issued too late.<br />

The Board of Directors has therefore appointed a task force<br />

that will analyze in detail the shortcomings identified by Homburger<br />

AG and promptly take the appropriate remedial measures.<br />

Appropriate mechanisms and processes will ensure full<br />

observance of all legal requirements, directives, and internal<br />

documents.<br />

In order to meet the requirements for increased transparency,<br />

<strong>Sonova</strong> also decided to revise the section covering compensation<br />

and shareholding and to report these in a separate<br />

compensation report.<br />

The present report describes the principles of Corporate Governance<br />

for the <strong>Sonova</strong> Group and provides background<br />

information on the Group’s executive officers and bodies effective<br />

March 31, 20<strong>11</strong>. The report is based on the general<br />

principles of Corporate Governance set down in the Articles<br />

of As sociation and the Organizational regulations, which in<br />

turn comply with the Directive on Information relating to Corporate<br />

Governance published by the SIX Swiss Exchange.<br />

GrOuP STruCTurE<br />

OPErATIOnAL GrOuP STruCTurE<br />

The <strong>Sonova</strong> Group is headquartered in Stäfa, Switzerland, and<br />

is active in over 90 countries. Its 65 subsidiaries cover over<br />

30 countries, and a network of independent distributors<br />

serves the remaining markets. <strong>Sonova</strong> Holding AG is the parent<br />

company of the <strong>Sonova</strong> Group and is listed on the SIX Swiss<br />

Exchange.<br />

OPErATIOnAL GrOuP STruCTurE<br />

as of March 31, 20<strong>11</strong><br />

nomination and<br />

Compensation<br />

Committee<br />

General Sharholders’ Meeting<br />

Board of Directors<br />

Management Board<br />

Audit Committee<br />

Internal Audit<br />

STruCTurE Of THE MAnAGEMEnT BOArD<br />

as of March 31, 20<strong>11</strong><br />

Interim<br />

Chief financial<br />

Officer (CfO)<br />

Paul Thompson<br />

GVP Corporate<br />

Development<br />

Paul Thompson<br />

GVP Corporate<br />

Human resources<br />

Sarah Kreienbühl<br />

LISTED COMPAnIES<br />

Interim Chief Executive Officer (CEO)<br />

Alexander Zschokke<br />

GVP research<br />

& Development<br />

Dr. Hans Leysieffer<br />

GVP Marketing<br />

Maarten Barmentlo<br />

GVP Operations<br />

Hans Mehl<br />

COrPOrATE GOVErnAnCE<br />

GVP International<br />

Sales<br />

Ignacio Martinez<br />

GVP Medical<br />

Hansjürg Emch<br />

GVP Channel<br />

Solutions<br />

Alexander Zschokke<br />

Apart from <strong>Sonova</strong> Holding AG, no other company belonging<br />

to the consolidated <strong>Sonova</strong> Group is listed on any stock<br />

exchange.<br />

Key data for the share of <strong>Sonova</strong> Holding AG as of<br />

March 31, 20<strong>11</strong>:<br />

20<strong>11</strong> <strong>2010</strong> 2009<br />

Market capitalization in<br />

CHf m 5,444 8,658 4,557<br />

in % of equity 405% 615% 444%<br />

Share price in CHf 81.85 131.00 68.80<br />

P/E ratio 23.4x 24.2x 16.0x<br />

registered office 8712 Stäfa, Switzerland<br />

Listed on SIX Swiss Exchange<br />

Security no 1254978<br />

ISIn CH0012549785<br />

Ticker symbol SOOn<br />

Par value CHf 0.05<br />

nOn-LISTED COMPAnIES<br />

The organizational chart showing the significant companies<br />

of the <strong>Sonova</strong> Group as of March 31, 20<strong>11</strong>, can be<br />

found in the Consolidated financial Statements in note 36.<br />

49

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!