Annual Report 2010/11 - Sonova

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74 SHArEHOLDErS’ PArTICIPATIOn rIGHTS VOTInG rIGHTS AnD rEPrESEnTATIOn rESTrICTIOnS Voting rights restrictions To be recognized as a shareholder with full voting rights, the acquirer of shares must submit a written application for registration in the share register. registration in the share register as a voting shareholder is limited to 5% of share capital (Art. 8 para. 6 of the Articles of Association). Linked parties are considered one person. These restrictions do not apply to founding shareholders. Exceptions granted in the year under review no exceptions were granted in the reporting period. Procedure and conditions for abolishing the regulation regarding voting right restrictions A resolution of the General Shareholders’ Meeting that is approved by the absolute majority of votes represented is sufficient to abolish this regulation. Statutory rules on participation in the General Shareholders’ Meeting When exercising voting rights, no shareholder can combine through their own and represented shares more than 10% of the total number amount of shares as shown in the Commercial register (Art. 14 para. 2 of the Articles of Association). This voting right restriction does not apply to founding shareholders. The Board of Directors may approve other exceptions if it has good reason to do so, in which case no special quorum is required. During the reporting period, no exceptions to the above-listed rules were granted. STATuTOry QuOruMS resolutions and elections by the General Shareholders’ Meeting require the approval of an absolute majority of the share votes represented, taking voting right restrictions into account, except as otherwise provided by law or the Articles of Association. COnVOCATIOn Of THE GEnErAL SHArEHOLDErS’ MEETInG The General Shareholders’ Meeting is held within six months following the close of the financial year. Extraordinary General Shareholders’ Meetings may be called as often as necessary, especially if required by law. General Shareholders’ Meetings are convened by the Board of Directors and, if necessary, by the auditors. Shareholders with voting rights, who together represent at least 10% of the share capital, may request that the Board of Directors convene an Extraordinary General Shareholders’ Meeting, provided that they do so in writing and set forth the reason for the meeting. AGEnDA Shareholders with voting rights who represent at least 1% of the share capital may request that an item be put on the agenda for discussion by indicating the proposal or motion. Such requests must be addressed in writing to the Chairman of the Board of Directors no later than 60 days before the meeting. rEGISTrATIOn In THE SHArE rEGISTEr for administrative reasons, the share register is closed for about five days before the General Shareholders’ Meeting. Admission cards and voting forms are sent to shareholders during this period. In the event of a partial sale of shares during this period, the admission card already delivered must be exchanged on the day of the General Shareholders’ Meeting at the information desk. The shares can be traded at any time and are not blocked.
CHAnGES Of COnTrOL AnD DEfEnSE MEASurES DuTy TO MAKE An OffEr The Articles of Association of Sonova Holding AG do not contain provisions for opting out or opting up. CLAuSES On CHAnGES Of COnTrOL There are no agreements in place that would lead to abnormally high severance payments or other compensation to members of the Board of Directors or the Management Board in the event of a change of control. AuDITOrS DurATIOn Of THE MAnDATE AnD TErM Of OffICE Of THE LEAD AuDITOr At the General Shareholders’ Meeting on July 5, 2001, PricewaterhouseCoopers AG was elected auditor for Sonova Holding AG and the Sonova Group. At the General Shareholders’ Meeting on June 15, 2010, PricewaterhouseCoopers AG was re-elected for another one-year term. Patrick Balkanyi has served as lead auditor for the ex - isting auditing mandate since november 6, 2006. fEES PricewaterhouseCoopers charged the following fees during the reporting years 2010/11 and 2009/10: 1,000 CHf 2010/11 2009/10 Audit services 1,244 1,192 Audit-related services 234 305 Tax services 339 205 non-audit services 261 299 Total 2,078 2,001 Audit services are defined as the standard audit work that needs to be performed each year in order to issue an audit opinion on the Consolidated financial Statements of the COMPEnSATIOn rEPOrT Sonova Group as well as opinions on the local statutory financial accounts or statements. Audit-related services consist of services which can be performed by the auditor but which are not directly connected with the annual standard audit work, such as audits of newly implemented system controls, consent and comfort letters in relation to regulatory filings or acquisition due diligence services. Tax services consist of services in connection with compliance with tax laws. non-audit related services in the financial year 2010/11 mainly consisted of consulting fees in connection with the setting up of the employee shareholding program and the support for internal audit and IT projects. InfOrMATIOnAL InSTruMEnTS PErTAInInG TO THE EXTErnAL AuDIT The external auditors report their findings semi-annually directly to the Audit Committee of the Board of Directors. In 2010/11, the external auditors attended two out of four Audit Committee meetings. The Audit Committee of the Board of Directors reviews the performance, com pensation, and independence of the external auditors on a regular basis. The Audit Committee reports its findings to the Board of Directors quarterly. 75
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THE HEARING CARE COMPANY All the So
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highLightS & Key figureS - New sale
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02 Foreword 06 Sonova Group 16 Hear
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from 2002 to 2004 and subsequently
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eaKinG barrierS - with talent and t
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ON THE WAY TO BECOMING A GLOBAL HEA
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and a global distribution network e
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THE SONOVA GROUP No hearring loosss
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Better hearing for people with norm
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StraiGHt From real liFe - cowboy ha
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THE HEARING INSTRUMENT MARKET - CON
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THE PHONAK SPICE GENERATION - THE S
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WIDE RANGE OF HEARING INSTRUMENTS T
Page 27 and 28: LYRIC - THE “CONTACT LENS FOR THE
Page 29 and 30: Sonova is investing heavily in the
Page 31 and 32: Eight years later, Evelyn almost co
Page 33 and 34: THE HEARING IMPLANTS SEGMENT In the
Page 35 and 36: The considerable strategic importan
Page 37 and 38: ABOUT ADVANCED BIONICS Advanced Bio
Page 39 and 40: worKinG - and communicating safely
Page 41 and 42: EMPLOYEES FOCUS ON PEOPLE One of th
Page 43 and 44: ISO 9001:2000 and 13485:2003 certif
Page 45 and 46: The key environmental data shown in
Page 47 and 48: ENVIRONMENTAL MANAGEMENT AT THE ST
Page 49 and 50: CAMBODIA - BETTER OPPORTUNITIES FOR
Page 51 and 52: Better hearing - better success at
Page 53 and 54: in critical moments. As a consequen
Page 55 and 56: CrOSS-SHArEHOLDInGS Sonova Holding
Page 57 and 58: BOArD Of DIrECTOrS The primary duty
Page 59 and 60: Andy rihs Co-founder, non-executive
Page 61 and 62: onald van der Vis non-executive mem
Page 63 and 64: AuDIT COMMITTEE The members of the
Page 65 and 66: Alexander Zschokke Interim CEO, GVP
Page 67 and 68: Dr Hans Leysieffer GVP research & D
Page 69 and 70: COmPenSatiOn and SharehOldingS - co
Page 71 and 72: The shares/rSus have a blocking per
Page 73 and 74: COMPEnSATIOn TO MEMBErS Of THE MAnA
Page 75 and 76: SHArEHOLDInGS Of MEMBErS Of THE BOA
Page 77: The following table shows the detai
Page 81 and 82: COMPEnSATIOn rEPOrT inveStOrS at SO
Page 83: develOPing SPeeCh CaPaBilitieS - mo
Page 86 and 87: 82 Financial Review - setting the c
Page 88 and 89: 84 SALES in CHF m EBITA in CHF m 1,
Page 90 and 91: 86 SUBSTANTIAl INVESTMENTS IN INNoV
Page 92 and 93: 88 AdVANCEd BIoNICS RESUMES SAlES I
Page 94 and 95: 90 5 year key Figures (Consolidated
Page 96 and 97: 92 Consolidated Income Statements 1
Page 98 and 99: 94 Consolidated Cash Flow Statement
Page 100 and 101: 96 NoTeS To THe CoNSoLIdATed FINANC
Page 102 and 103: 98 INveSTMeNTS IN JoINT veNTuReS In
Page 104 and 105: 100 LeASING Assets that are held un
Page 106 and 107: 102 SeGMeNT RePoRTING operating seg
Page 108 and 109: 104 3.5 derivative financial instru
Page 110 and 111: 106 3.7 Restatement of prior year
Page 112 and 113: 108 Consolidated Changes in Equity
Page 114 and 115: 110 5. segment information segment
Page 116 and 117: 112 6. other expenses, net 1,000 ch
Page 118 and 119: 114 Deferred tax assets and (liabil
Page 120 and 121: 116 11. cash and cash equivalents 1
Page 122 and 123: 118 14. other receivables and prepa
Page 124 and 125: 120 the increase in property, plant
Page 126 and 127: 122 1,000 cHf 31.3.2010 Cost Goodwi
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124 20. Provisions 1,000 cHf 31.3.2
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126 23. non-current financial liabi
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128 foreign currency sensitivity an
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130 the following table summarizes
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132 caPital RisK manaGement it is t
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134 the annual General shareholders
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136 28. Related party transactions
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138 Amounts recognized in the incom
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140 30. Employee share option and s
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142 The fair value of options/warra
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144 Changes in outstanding shares/R
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146 36. list of significant consoli
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148 REPORT OF THE STATuTORY AuDITOR
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150 Income Statements 1,000 CHF Not
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152 NOTES TO THE FINANCIAL STATEmEN
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154 Executive Equity Award Plan The
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156 Compensation to the management
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158 The following table shows the d
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160 Warrants EEAP 10 2) Warrants/ o
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162 Company name Activity Domicile
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164 Appropriation of Available Earn
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166 REPORT OF THE STATUTORy AUDITOR
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Disclaimer This report contains for
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Annual Report 2010/11 - Sonova

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