The following explanations contain fundamental information for the Vetropack Group as laid out in the Corporate Governance Guidelines defined by the SIX Swiss Exchange as per 1st July 2002. resp. 1st January 2008.
Operational Group Structure
Capital Structure and Shareholders
For details refer to share capital. For details of changes in capital structure within the last three years, refer to table “Changes in Consolidated Shareholders‘ Equity” on page 32 ot the Annual Report. Vetropack Holding Ltd does not issue options on participation rights.
Registered and bearer shares are dividend bearing.
|List of Major Shareholders with Holdings > 3%
|La Licorne Holding SA*
A shareholders' lock-in agreement exists between the shareholders of Cornaz Holding Ltd. A shareholders' agreement exists between Cornaz Holding Ltd and the shareholders mentioned above as well as two further shareholders. The core elements of both agreements are:
- Uniform exercise of voting rights at the AGA
- Mutual obligation to offer shares to parties to the agreement
Principles Underlying the Voting Procedure for Members of the Board of Directors and their Terms of Office
Board of Directors (BoD)
Each BoD member is individually elected by the Annual General Assembly of shareholders (AGA) for a period of three years.The BoD constitutes itself and elects from amongst its members a President, a Vice President and one or more Delegates. It also elects a Secretary, who need not be a BoD member.
The BoD performs its duties as laid out in the Swiss Code of Obligations (CO) 716a items one to five.
The BoD Chairman has the following additional main duties:
- Preparing and drawing up the invitations to the AGA jointly with the CEO.
- Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation
jointly with the CEO.
- Chairing the AGA and the BoD meetings.
- Monitoring the implementation of resolutions passed by the AGA and BoD.
- In urgent cases, the BoD Chairman can conclude transactions that fall within the competence of
the BoD by executive decision. Any such actions are communicated in writing without delay
to the BoD.
Respective Areas of Responsibility for the BoD and Management Board (MB)
The duties that the BoD has not reserved to itself as laid out in CO 716a items one to five are delegated to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but is also fully responsible for the operational management of the Group.
In 2012 the BoD exercised its overall supervisory and monitoring role by receiving oral and written reports from the MB at five regular annual meetings, by consulting amongst its members, and by reaching decisions in relation to any motions raised. Ordinary BoD meetings normally last at least four hours. The head auditor was invited to the March meeting to disclose the results of the external audit. Moreover, a two-day strategy meeting was held in August. During the November meeting, the results of the 2012 internal audit were discussed and focal areas were defined for the 2013 internal audit. A further nine annual meetings were held, exclusively involving the BoD Chairman, the CEO, and the CFO. They discussed operational topics, preparations for ordinary meetings, as well as reports from internal audit. The BoD is regularly informed regarding the Group’s commercial state of affairs and planning via written Monthly, Semi-Annual and Annual Reports, and receives a planning dossier at both company and Group levels (three year plan). As of 2011 the BoD forms a nomination and compensation committee whose task is to regularly check the BoD and extended MB’s remuneration scheme. If necessary they will make adjustments and recommend concrete compensation proposals for the members of the BoD and the CEO to the entire BoD for resolution. The committee takes independent decisions regarding the remuneration of the extended MB. In addition, the committee prepares the medium and long term human resources planning for the members of the BoD and the MB. The committee is formed of the following members: Rudolf Fischer (Chairman), Richard Fritschi and Claude R. Cornaz. The term of office is a period of one year and the members are elected by the entire BoD. The committee had a session in November 2012. With the exception of this compensation committee, the BoD forms no committees.
Vetropack Holding Ltd utilises a risk management system that enables the identification, early recognition, and analysis of risks in order for the company to take appropriate action. The system’s scope includes strategic, operational, financial, and compliance risks. It covers not only Vetropack Holding Ltd's risks, but also the key risks of its subsidiaries.
All systematically identified risks are listed according to rank. This risk ranking system is formulated from a risk probability matrix. Management is actively involved in drawing up annually the matrix and in keeping it up to date. During the year under review, the Board of Directors dealt with the topic of risk assessment in its August meeting.
Members of the Board of Directors (BoD)
The (re)election of each individual elected member was held at the 2012 ordinary AGA, and is valid from fiscal years 2012 – 2014.
Members of the BoD for Vetropack Holding Ltd do not sit with other BoD members on the boards of other listed companies, nor are there any business relationships between the BoD members and Vetropack Holding AG. Six BoD members (Sönke Bandixen, Claude R. Cornaz, Richard Fritschi, Rudolf W. Fischer, Jean-Philippe Rochat, Hans R. Rüegg) also act as directors of other listed companies as mentioned on pages 72 to 75 of the Annual Report.
Members of the Management Board (MB)
There are no management agreements between Vetropack Holding Ltd and companies or individuals outside the Group.
Remuneration, Shareholdings and Loans
Content and Method of Determining Remuneration
The BoD exercise their discretionary authority to determine the principles underlying their own remuneration concept, including salary bands, as well as that of the MB.
The remuneration level allocated to BoD members is determined by the BoD as a whole, within the framework of the remuneration concept. Only fixed cash benefits are paid. No share nor option plans exist.
The remuneration level allocated to MB members is determined to a basic remuneration level reflecting the responsibility borne by an individual, there is a variable performance related component of up to 60% of basic remuneration, which is based on the results of the business unit and/or the Group. Remuneration is not made in the form of shares, options, nor loans. It is determined by the Nomination and Compensation Committee (NCC) on the basis of the process set out on page 72 of the Annual Report. Details relating to remuneration and disclosure, as specified in CO Art. 663b and 663c, or can be found on pages 62 and 63 of the Annual Report.
Shareholder's Participation Rights
Voting Rights, Voting Rights Restrictions and Representation
Each registered or bearer share has one voting right.
There is no representation restriction in respect to bearer shares. Registered shares can only be represented by other holders of registered shares (persons or legal entities).
The Articles of Association of Vetropack Holding Ltd specify only the statutory requirements as laid out in Articles 703 and 704 of the Code of Obligations.
Convocation of the AGA
The invitation is issued at least 20 days prior to proposed date of the assembly. Within the invitation the shareholders are informed of business items to be negotiated during the assembly, as well as motions proposed by the BoD and by shareholders who have demanded that a given business item be placed on the agenda.
Extraordinary General Assemblies (EGAs) are convened as necessary and as defined by legal precedent.
Shareholders representing at least one tenth of the share capital can demand the convocation of an EGA at any time.
Composition of the Agenda for the AGA
Shareholders who represent shares with a nominal value of CHF 1,000,000 can demand that a business item be placed on the agenda. This request must be submitted in writing to the Chairman of the BoD at least 40 days prior to AGA.
There are no ownership or transfer restrictions for registered or bearer shares. Transfers of registered shares must be reported to the Shareholder's office of Vetropack Holding Ltd.
Registrations in the Share Register
For the voting right to be exercised, registration must take place at least 20 days prior to the AGA.
Changes of Control and Defence Measures
There is no statutory regulation in relation to "opting-out" or "opting-up". There are no clauses on changes of control in favour of members of the BoD or the MB.
Ernst & Young AG have been auditors for Vetropack Holding Ltd since 1995. The head auditor has
been responsible for the auditing mandate since 2006. The head auditor is changed every seven
During the year under review, Ernst & Young invoiced Vetropack Group the sum of CHF 0.3 million for auditing services regarding accounts of individual Group companies as well as consolidated accounts. Ernst & Young also invoiced CHF 0.01 million for services relating to auditing activities. Some of the Group companies are audited by other auditors.
Supervisory and Control Instruments Vis-à-Vis the External Auditors
Supervisory and Control Instruments Vis-‡-Vis the external Auditors. At the ordinary November meeting the entire BoD reviews the scope and key aspects of the external audit, including key aspects for auditing the internal control system of the current year. At the ordinary March meeting all BoD members are informed of audit results both in writing (Auditorõs Report, Group Auditorõs Report, Management Letter, Explanatory Notes) and verbally (the lead auditor attends the BoDís March meeting). In February the main points and results of audits carried out at subsidiaries are also discussed with auditors at the ordinary meetings of the governing body of each subsidiary. A member of the BoD is present at these meetings. With the help of the above-mentioned information sources, the BoD annually assesses both the statutory auditorsí and group auditorís performance and independence during the march meeting. The BoD annually analyses the development of external audit costs (multiple year comparison).
Vetropack Holding Ltd Provides Information Through the Following Channels:
Annual Report, Annual Press Conference, Annual General Meeting, and Semi-Annual Report. Current information is available via the company’s website at www.vetropack.com unter News und Investor Relations. Press releases are published under the News header. Under the Investor Relations header key figures, financial agenda, news subscription, articles of association, minutes of the last AGA and contact information are published.
By registering for the newsletter (push-mail), one automatically receives an e-mail directing to newly realeased investor relations information pages on the company's website.