Corporate Governance Report 2011/12 - Sonova

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advancing corporate governance
During the financial year 2011/12 the vacant positions on the
Management Board were filled and the organizational
structure was further strengthened. Thanks to Alexander
Zschokke who stepped in as interim CEO, and to Paul
Thompson, who took over as interim CFO after the resignation
of the previous CEO and CFO on March 30, 2011, the company
was able to master the challenges in the aftermath of the
alleged late profit warning. Lukas Braunschweiler was
appointed CEO of the company as of November 1, 2011.
Hartwig Grevener was announced as CFO on February 28,
2012 and will be taking up his position on August 1, 2012.
Until then, Paul Thompson, Group Vice President, Corporate
Development, will continue to act as interim CFO. As a result
of the reorganization of International Sales into three regions,
Europe and Latin America, North and Central America and
Asia/Pacific, effective May 1, 2012, Paul Thompson will also
assume the responsibility the region North and Central
America, in addition to his original role of Group Vice
President, Strategy and Corporate Development. Claude
Diversi will take on the responsibility as Vice President for
the region Europe and Latin America as of May 1, 2012.
Ignacio Martinez, Group Vice President, International Sales,
will leave the company on June 19, 2012. Andreas Vonlanthen
was promoted to the Management Board as Group Vice President,
Research & Development as of April 1, 2012.
Other activities and vested interests
Except as disclosed in the biographies of the members of the
Management Board, no member of the Management Board
holds any position in a governing or supervisory body of any
important private or public sector organization, institution
or foundation; none holds any permanent management or
consulting position with an important interest group, or any
public or political office.
Management contracts
The Board of Directors and the Management Board conduct
business directly and have not delegated any management
tasks to companies outside the Group.
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.
SONOVA ANNUAL REPORT 2011 / 12
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.