Corporate Governance Report 2011/12 - Sonova

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36 advancing corporate governance The following table shows the treasury shares held by the company as of March 31: SONOVA ANNUAL REPORT 2011 / 12 2012 2011 First trading line 39,782 47,060 Total treasury share 39,782 47,060 Sonova Holding AG has not issued any participation certificates. PROFIT-SHARING CERTIFICATES Sonova Holding AG has not issued any profit-sharing certificates. LIMITATIONS ON TRANSFERABILITY AND NOMINEE REGISTRATIONS Limitations on transferability for each share category 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. The company may refuse registration in the share register if applicants do not explicitly declare that they have acquired and will hold the shares in their own name and for their own account. 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. This registration restriction does not apply to the 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. Exceptions granted in the year under review No exceptions were granted by the Board of Directors during the reporting period. Admissibility of nominee registrations The Board of Directors can issue regulations specifying the conditions under which fiduciaries/nominees are recognized as shareholders with voting rights (Art. 8 para. 5 of the Articles of Association). Procedure and conditions for cancelling statutory privileges and limitations on transferability A resolution of the General Shareholders’ Meeting approved by an absolute majority of the votes represented is sufficient for cancellation. CONVERTIBLE BONDS AND OPTIONS Sonova Holding AG has not issued any convertible bonds. The executive and employee share ownership programs of Sonova Holding AG (Executive Equity Award Plan) are described in greater detail in Note 29 to the Consolidated Financial Statements.
advancing corporate governance BOARD OF DIRECTORS INTRODUCTION The primary duty of the Board of Directors of Sonova Holding AG is to set the overall direction of the company and the supervision and control of management (see article 716a para. 1 of the Swiss Code of Obligations). At the 2012 General Shareholders’ Meeting, William D. Dearstyne, Vice Chairman, will be retiring from the Board of Directors, having served one year beyond the usual retirement age of 70. During his 9 years of service, William D. Dearstyne played an active and important role in the success of the company. The Board of Directors nominated Beat Hess for election at the 2012 General Shareholders’ Meeting as William D. Dearstyne’s successor on the Board. The mandates of Robert F. Spoerry, Andy Rihs, Michael Jacobi, Anssi Vanjoki and Ronald van der Vis will come up for re-election at the General Shareholders’ Meeting of this year. EXECUTIVE MANAGEMENT POSITIONS Except for Valentin Chapero Rueda, who was elected to the Board of Directors at the General Shareholders’ Meeting on June 10, 2009, and was also the Chief Executive Officer (CEO) of Sonova Holding AG until March 30, 2011 when he stepped down from both positions, no member of the Board of Directors holds an executive management position with Sonova Holding AG or any of its subsidiaries, or has held such a position in the past three years. SIGNIFICANT BUSINESS CONNECTIONS OF BOARD MEMBERS WITH SONOVA HOLDING AG OR ITS SUBSIDIARIES Except for the transactions disclosed in Note 27 to the Consolidated Financial Statements of Sonova Holding AG, there are no business connections between individual Board members, including companies or organizations represented by them, and the Sonova Holding AG. OTHER ACTIVITIES AND VESTED INTERESTS Except as disclosed in the biographies of the members of the Board of Directors, no member of the Board of Directors 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 consultancy position with an important interest group, or any public or political office. SONOVA ANNUAL REPORT 2011 / 12 ELECTIONS AND TERMS OF OFFICE Election procedure and limits on the terms of office The Articles of Association of Sonova Holding AG state that the Board of Directors must consist of a minimum of three and a maximum of nine members. The members of the Board of Directors of Sonova Holding AG are elected individually by the General Shareholders’ Meeting. In general, each member is elected for a term of three years. The term ends on the day of the General Shareholders’ Meeting for the last business year of the term. If a replacement is elected to the Board of Directors during a member’s term, the newly elected member finishes the predecessor’s term. According to the Organizational Regulations, reelections for successive terms are possible. After reaching the age of 70, members of the Board of Directors automatically retire on the date of the next General Shareholders’ Meeting. In exceptional cases the Board of Directors can make an exemption. Such an exemption was made in the case of William D. Dearstyne, who remained a Member of the Board of Directors after the age of 70 for one additional year until the upcoming General Shareholders’ Meeting. First election and remaining term of office The following overview shows the date of first election and the term expiry date for each member of the Board of Directors. Name Position First elected Term expires Robert F. Spoerry Chairman Vice- 2003 AGM 2012 William D. Dearstyne Chairman 2003 AGM 2012 Andy Rihs Member 1985 AGM 2012 Heliane Canepa Member 1999 AGM 2014 Michael Jacobi Member 2003 AGM 2012 Anssi Vanjoki Member 2009 AGM 2012 Ronald van der Vis Member 2009 AGM 2012 John J. Zei Member 2010 AGM 2013 37
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Corporate Governance Report 2011/12 - Sonova

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