Corporate Governance Report 2011/12 - Sonova

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
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