1 103 Corporate Governance Report 2018 CALIDA GROUP 1. Group structure and shareholders 1.1 GROUP STRUCTURE Overview of the group s operating structure The chart below shows the Group s operating structure as of year-end: CEO Reiner Pichler GENERAL MANAGER AUBADE Philippe Bernaud COO Daniel Gemperle GENERAL MANAGER CALIDA Alexandra Helbling CFO Sacha D. Gerber GENERAL MANAGER LAFUMA FURNITURE Arnaud du Mesnil CHRO Manuela Ottiger GENERAL MANAGER MILLET MOUNTAIN GROUP Frédéric Ducruet GENERAL MANAGER OXBOW Bruno Delaporte Operating Division GENERAL MANAGER REICH ONLINE SERVICES Stefan Mues Group function & Member of Executive Management
2 104 Annual report 2018 CALIDA GROUP Corporate Governance Report Listed companies in the consolidated group The registered shares of CALIDA Holding AG ( the Company ), with registered offices in Oberkirch (Switzerland), are traded on the international reporting standard of the SIX Swiss Exchange (ISIN CH , ticker symbol CALN). Market capitalisation came to approx. CHF million as of the reporting date 31 December The registered shares of LAFUMA SA, with registered offices in Annecy-le-Vieux (France), are traded on the EURONEXT (ISIN FR , ticker symbol LAF). Market capitalisation came to approx. EUR million as of the reporting date 31 December All disclosure notifications of shareholdings in CALIDA Holding AG are available on the disclosure office s electronic publication platform at: six- exchange -regulation.com/en/home/publications/significant-shareholders.html?companyid=calida. Shareholdings of the members of the Board of Directors and Executive Management are presented in detail within the relevant section on page 88f. of the notes to the financial statements 2018 of CALIDA Holding AG, which form part of this annual report. The Company is not aware of any further significant shareholders in the meaning of article 20 SESTA Unlisted companies in the consolidated group The annual report provides details of unlisted companies in the consolidated group in the section Scope of consolidation on page 48f. in the Consolidated financial statements 2018 CALIDA GROUP. 1.2 SIGNIFICANT SHAREHOLDERS The following shareholders reported that they held more than 3% (directly and/or indirectly) of the share capital of CALIDA Holding AG recorded in the commercial register as of 31 December Shareholder group of Kellenberger family members 34.3% Veraison Capital AG 16.1% Vontobel Fonds Services AG 8.7% Swisscanto Fondsleitung AG 1) 5.0% 1) In accordance with reporting to SIX Swiss Exchange as of 5 November The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to article 20 SESTA [Bundesgesetzes über die Börsen und den Effektenhandel (BEHG): Swiss Federal Act on Stock Exchanges and Securities Trading (Stock Exchange Act, SESTA)]. Parties subject to the notification requirement have to disclose shareholdings when their voting rights in CALIDA Holding AG reach, exceed or fall below the thresholds of 3, 5, 10, 15, 20, 25, , 50 or percent. 1.3 CROSS-SHAREHOLDINGS There are no cross-shareholdings.
3 Capital structure 2.6 LIMITATIONS ON TRANSFERABILITY AND NOMINEE REGISTRATIONS 2.1 CAPITAL AS OF 31 DECEMBER Limitations on transferability for each share The ordinary share capital of the Company amounts to approx. CHF 826k, divided into registered shares with a par value of CHF 0.10 each. The ordinary share capital entered in the commercial register was approx. CHF 820k as of 31 December 2018, corresponding to registered shares. The available conditional capital amounts to approx. CHF 10k. This equates to registered shares with a par value of CHF 0.10 each. category, along with an indication of statutory group 2.2 AUTHORISED AND CONDITIONAL CAPITAL Admissibility of nominee registrations, along IN PARTICULAR with an indication of percent clauses, if any, and There is no authorised capital. The conditional capital is used for participation plans for employees and members of the Board of Directors of the Company or of Group companies. A subscription right for shareholders is excluded. Options for registered shares of CALIDA Holding AG are issued in accordance with a plan prepared by the Board of Directors. The exercise price of option rights issued can be set below the stock exchange price prevailing on the issue date. registration conditions 2.3 CHANGES IN CAPITAL The statement of changes in shareholders equity in the financial statements 2018 of CALIDA Holding AG, which form part of this annual report, contains details of the changes in capital for the last three reporting periods in the respective section on page SHARES AND PARTICIPATION CERTIFICATES The number of shares and their par value are shown in section 2.1 above. The Company only has one share class, meaning that the ratio of par value to voting power remains constant. Each registered share has a par value of CHF 0.10 and gives the shareholder unrestricted entitlement to the dividend. The capital is fully paid up. The Company has not issued any participation certificates. 2.5 DIVIDEND-RIGHT CERTIFICATES The Company has not issued any dividend-right certificates. clauses, if any, and rules for granting exceptions The articles of incorporation do not provide for any limitations on transferability of registered shares Reasons for granting exceptions in the reporting period The articles of incorporation do not provide for any limitations on transferability of registered shares. The Company does not accept any nominee registrations Procedure and conditions for cancelling statutory privileges and limitations on transferability There are no statutory privileges or limitations on transferability. 2.7 CONVERTIBLE BONDS AND OPTIONS The Company has not issued any convertible bonds. For details of employee stock options, please refer to the section on share-based payments on page 67f in the consolidated financial statements 2018 of the CALIDA GROUP, which form part of this annual report.
4 106 Annual report 2018 CALIDA GROUP Corporate Governance Report Board of Directors 3.1 MEMBERS OF THE BOARD OF DIRECTORS (BOD) a) Name, nationality, education and professional DR THOMAS LUSTENBERGER Chairman of the Board of Directors Swiss 1951 Joined the BoD 16 June 2000 Term of office until the Annual General Meeting for fiscal year 2018 Committee Strategic Committee, Chairman University of Berne (Dr. iur.), Harvard Law School (LL.M.) Consultant of the law firm Meyerlustenberger Lachenal, Zurich (Partner: ) Board member of various unlisted companies MARCO GADOLA Vice Chairman of the Board of Directors Swiss/French 1963 Joined the BoD 7 April 2011 Term of office until the Annual General Meeting for fiscal year 2018 Committee Audit & Risk Committee, Chairman University of Basel (lic. rer. pol; MBA), London School of Economics (Accelerated Management Development Programme) Since March 2013 CEO and member of Executive Management of the Straumann Group; July 2012 February 2013 CEO Asia Pacific of the Panalpina Group; 2008 June 2012 CFO and member of Executive Management of the Panalpina Group; CFO/Chief Operations Officer and member of Executive Management of the Straumann Group; Group CFO and member of Executive Management of the HERO Group; various positions in the Hilti Group, including in the USA, Spain and Germany Board member and Chairman of the Audit Committee of MCH Group (Messe Schweiz), Basel; Board member of the Swiss-American Chamber of Commerce DR VALENTIN CHAPERO RUEDA Swiss/Spanish 1956 Joined the BoD 9 May 2017 Term of office until the Annual General Meeting for fiscal year 2018 Heidelberg University (Ph.D. in Physics) Co-founder and Partner of Veraison Capital AG; CEO and Board member Sonova Holding AG; various management functions at Siemens Group Board member Ascom Holding AG; Board member TRI Dental Implants AG; Chairman of the Board of Directors of VALAMERO Holding AG
5 107 NATHALIE GAVEAU French 1975 Joined the BoD 18 May 2018 Term of office until the Annual General Meeting for fiscal year 2018 HEC School of Management (Ecole des Hautes Etudes Commerciales), Paris Since 2010 Shopcade (part of the Lagardère Active Media Group), France, UK and USA, Founder & CEO; Tequila, Hong Kong/London, Interactive Business Director; Club Med, Singapore & Hong Kong, Asia Pacific E-Business & CRM Manager; Priceminister, Paris, Co-founder & Managing Director Member of the HEC Foundation for education and research; Independent Non-executive Director of Coca-Cola European Partners (CCEP) and member of the Corporate Social Responsibility Committee BEAT GRÜRING Swiss 1961 Joined the BoD 4 May 2005 Term of office until the Annual General Meeting for fiscal year 2018 Committee Nomination & Compensation Committee, member; Strategic Committee, member Higher Business and Management College, Berne (Business Economist FH) Co-owner and CEO of the Tally Weijl Group, Basel, since 1984 HANS-KRISTIAN HOEJSGAARD Danish 1958 Joined the BoD 13 May 2014 Term of office until the Annual General Meeting for fiscal year 2018 Committee Nomination & Compensation Committee, Chairman Southern Denmark Business School (HD business graduate); Harvard Business School (Executive ); INSEAD (Executive ); The Wharton School of Business, University of Pennsylvania (Executive ) CEO ad interim MCH Group AG, Basel, CEO mentor at Mentore Consulting LLP, London; Oettinger Davidoff AG, Basel, CEO, member of the Board of Directors ; Timex Group B.V., New York, CEO and Chairman of the Board of Directors of Timex India; Georg Jensen A/S, Copenhagen, CEO; Lancaster Group (Coty), Paris, CEO; Guerlain (LVMH) Hong Kong, Regional Managing Director, Asia Pacific; Seagram International, Italy, Hong Kong, Thailand
6 108 Annual report 2018 CALIDA GROUP Corporate Governance Report 2018 ERICH KELLENBERGER Swiss 1948 Joined the BoD 22 September 1986 Term of office until the Annual General Meeting for fiscal year 2018 Committee Nomination & Compensation Committee, member Leicester Polytechnic (Textil Ing.) Various operational functions in the CALIDA GROUP from Chairman of the Board of Directors of Blue Lemon AG, Lucerne and Board member of further unlisted companies STEFAN PORTMANN Swiss 1967 Joined the BoD 21 April 2016 Term of office until the Annual General Meeting for fiscal year 2018 Committee Strategic Committee, member University of Wales (Master in Science of Marketing), University of Maryland (EMBA) Executive Management Schild AG, Lucerne; Executive Management/ various management positions Herren Globus/Globus, Zurich and Spreitenbach Board of Directors of Luzerner Kantonalbank AG, Board of Directors of Stöckli Swiss Sports AG, Wolhusen; Trust Board of Pro Juventute, Zurich; Co-owner and Board of Directors of Flaschenpost Services AG, Zurich; also on the Board of Directors of further unlisted companies b) Operational management tasks for the issuer or one of the issuer s subsidiaries None of the members of the Board of Directors has operational management duties within the Group. c) Executive Management representation and significant business relationships None of the members of the Board of Directors have been represented within Executive Management of CALIDA Holding AG or any of its subsidiaries for the last four years. The CALIDA GROUP draws on the legal advisory services of several law firms, including Meyerlustenberger Lachenal, Zurich, in which Dr. Thomas Lustenberger, Chairman of the Board of Directors of CALIDA Holding AG, was a partner. As of 31 December 2015, he resigned from the partnership and has not obtained any earnings from the law firm since then. Meyerlustenberger Lachenal invoiced the CALIDA GROUP for fees totalling CHF 101k in the reporting period. The shareholder group of the Kellenberger family members, which holds 34.3% of the share capital entered in the commercial register, is represented by Erich Kellenberger on the Board of Directors of CALIDA Holding AG. CALIDA AG generated revenue of CHF with Blue Lemon AG, which is controlled by Erich Kellenberger. The transactions were conducted at arm s length. There are no other significant business relationships between the CALIDA GROUP and the non-executive members of the Board of Directors.
7 OTHER ACTIVITIES AND VESTED INTERESTS Initial election and remaining term of office The other of individual members of the Board of Directors are set out in section 3.1 a) above. Section 3.1 a) above shows the date of first election to office and the remaining term of office for the individual members of the Board of Directors. 3.3 RULES IN THE ARTICLES OF INCORPORATION ON 3.5 INTERNAL ORGANISATIONAL STRUCTURE THE NUMBER OF PERMITTED ACTIVITIES PURSUANT Allocation of tasks within the Board of Directors TO ARTICLE 12 PARA. 1 POINT 1 ORDINANCE AGAINST Details regarding the individual members of the Board of Directors and their functions are shown in section 3.1 a). The Board of Directors is self-constituting, subject to mandatory competences of the General Meeting. It appoints a Vice Chairman and a secretary, who does not have to be a member of the Board. The term of office for the responsibilities allocated during constitution is usually identical to the term of office as a member of the Board of Directors. However, the Board has the right to terminate the assignment to a field of responsibility before expiry of this term where there is a valid reason, subject to mandatory competences of the General Meeting. EXCESSIVE COMPENSATION AT LISTED JOINT-STOCK COMPANIES (OAEC) The members of the Board of Directors are limited in the number of additional activities they may assume in the supreme management or administrative bodies of other legal entities required to be registered in the commercial register or a comparable foreign register unless these companies control or are controlled by the Company. The limits are as follows: 5 mandates for listed companies, with multiple mandates for different companies within the same group counting as a single mandate; and Members list, tasks and area of responsibility for 10 paid mandates for other legal entities, with multiple mandates for different companies within the same group counting as a single mandate; and 10 non-paid mandates (expenses do not count as paid ), with multiple mandates for different companies within the same group counting as a single mandate. Not in scope of these limitations are mandates assumed by a member of the Board of Directors on behalf of the Company (e.g. for joint-ventures or pension funds of this legal entity or for entities in which this legal entity holds a material (nonconsolidated) interest). 3.4 ELECTION AND TERM OF OFFICE Principles of the election procedure The members of the Board of Directors are elected for a term of one year. The members of the Board of Directors are elected individually. Re-election is permissible without restrictions. However, the term-ofoffice of a member of the Board of Directors ends at the Annual General Meeting for the reporting period in which the member reaches the age of 70. each committee of the Board of Directors Membership of the various committees of the Board of Directors is shown in section 3.1 a) above. The Board of Directors can at any time make use of standing or ad-hoc committees for the purpose of preparing individual resolutions and fulfilling certain control functions, or for other specific tasks. These committees are not authorised to pass resolutions. The Nomination & Compensation Committee is elected by the General Meeting for a term until the conclusion of the following ordinary General Meeting. The members of the other committees, in particular the Audit & Risk Committee and the Strategic Committee, are determined by the Board of Directors. As a rule, between two and four members of the Board of Directors sit on each committee. The Chairman of the Board of Directors should not, if possible, serve in the Audit & Risk Committee. However, he can attend the committee meetings with the permission of its chairman, provided he is not personally affected by one of the agenda items. The Board of Directors elects the committee members on the recommendations of the Nomination & Compensation Committee, except the members of the Nomination & Compensation Committee who are elected by the General Meeting. Re-election is permissible. The Board of Directors also elects the chairman of the committee.
8 110 Annual report 2018 CALIDA GROUP Corporate Governance Report 2018 In accordance with the organisational regulations issued by the Board of Directors, the Audit & Risk Committee has the following main duties: Examine the design of the accounting system (applicable accounting and reporting regulations, internal and external financial reporting, liquidity and financing management, assessment of valuation and financing principles) with regard to suitability, reliability and effectiveness and, if required, submit change proposals together with the CFO and in coordination with the CEO for the attention of the Board of Directors; Examine the annual financial statements and other financial information included in published financial statements of the Group; Monitor and assess risks to the organisation and review risk management practices and the effectiveness and efficiency of the internal control system (ICS); Periodically review the insurance coverage available to the group (including D&O insurance); Supervise business activities to monitor compliance with resolutions of the Board of Directors, internal regulations and guidelines, directives, and the relevant legal provisions, including, but not limited to, stock exchange legislation (compliance); Review the performance, independence and fees paid to the external auditors and make a recommendation to the Board of Directors and ultimately the General Meeting regarding election; Discuss the audit reports in detail; discuss all significant findings and recommendations of the external auditors with Executive Management and the external auditors; Monitor implementation of the external auditors recommendations; Monitor the performance of and fees paid for consulting engagements with related parties; Perform any other tasks delegated by the Board of Directors. In accordance with the organisational regulations issued by the Board of Directors, the Nomination & Compensation Committee has the following main duties: Manage the selection process and formulate proposals regarding new members of the Board of Directors; Manage the selection process and formulate proposals regarding the CEO; Examine the selection process for members of Executive Management (including interviews at the final selection stage) as well as the significant terms of their employment contracts; Submit proposals regarding the compensation of the Board of Directors and its committees; Examine, negotiate and submit proposals regarding the compensation paid to the CEO; Examine and submit proposals (together with the CEO) regarding compensation to the members of Executive Management and note secondary activities of members of Executive Management; Examine, recommend and monitor implementation of option and participation plans for members of the Board, the CEO, Executive Management and other employees; Plan succession at top management level; Perform any other tasks in the area of nomination and compensation delegated by the Board of Directors. Within the scope and in accordance with the organisational regulations the Board of Directors has installed a strategic committee. This committee supports and accompanies Executive Management in pursuing the adopted strategy Working methods of the Board of Directors and its committees Ordinary Board meetings are held at least four times each year. One of the meetings is a strategy meeting and a longer session is scheduled accordingly. The
9 111 meetings usually last for between half a day and one and a half days. The Board of Directors also meets as often as necessary beyond the scope of ordinary meetings. Extraordinary meetings are held at the request of the Chairman or one of the members of the Board of Directors. They are scheduled to enable a majority of Board members to participate. When organising meetings, members who are not able to attend in person can request to participate in the discussions and resolutions by telephone, if necessary. In the reporting period, five ordinary meetings (one as a telephone conference) and one extraordinary telephone conference were held. The Board of Directors is quorate when at least half of its members are present at the meeting, with the exception of resolutions in connection with capital increases, for which the quorum requirement does not apply. Resolutions may also be passed by means of video or telephone conference or electronic media unless a member requests a meeting to discuss the matter. Such requests should be expressed as early as possible. Resolutions can also be passed by circulation, i.e., by letter, fax, or comparable means, unless a member requests verbal discussion in a video or telephone conference or at a meeting. The Chairman of the Board of Directors is responsible for managing the process for resolutions passed by circulation. Approval of all Board members, especially those who are absent, is required to pass resolutions on agenda matters which were not formally announced in advance. Members of the Board of Directors and Executive Management are required to leave the meeting whenever matters are discussed or decisions made which involve their own or those of related parties. They should arrange their business affairs to avoid conflicts of interest to the extent possible. The Board of Directors determines whether a conflict of interest exists. The relevant member of Executive Management or the Board of Directors may not take part in discussions or decisions relating to the affected agenda item and must leave the meeting but is permitted to make a personal statement before the discussion begins. The Audit & Risk Committee meets as often as business requires but at least twice a year. The committee meets at least once each year with representatives of the external auditors. No members of Executive Management are permitted to attend such meetings. The CFO usually participates in the meetings with the ex- ception of the aforementioned meeting. The committee can request the attendance of other members of the Board of Directors, the CEO, individual members of Executive Management or other specialists. The decision is made by the Chairman of the committee. Three meetings took place in the reporting period and in two of them the representatives of the external auditors were present. The Nomination & Compensation Committee meets as often as business requires. The Chairman can invite members of Executive Management or third parties to the meetings. One meeting took place in the reporting period. The Strategic Committee meets as often as business requires. The Chairman can invite members of Executive Management or third parties to the meetings. Five meetings took place in the reporting period. The Chairman also assumes special tasks as the contact person for the CEO and Executive Management. Ten meetings were held in the reporting period in connection with such tasks. The meetings of the Board of Directors and its committees usually take place at the Company s registered offices or at the registered offices of its subsidiaries but can occasionally also take place at other locations. The members of Executive Management participate in meetings of the Board of Directors and its committees if required. 3.6 DEFINITIONS OF AREAS OF RESPONSIBILITY The main duties of the Board of Directors consist of defining and periodically reviewing the corporate strategy, business policies and organisation of the group; monitoring operational business and risk management; as well as periodically evaluating its own performance, that of the CEO, and together with him, that of the members of Executive Management. Operational business management is delegated to the CEO to the extent permitted by law and based on the organisational regulations issued by the Board of Directors. Operational business management encompasses all management duties which are not reserved for the Board of Directors by law, the articles of incorporation, the organisational regulations and, if applicable, specific Board resolutions and includes the general management of the entire Group, including, but not
10 112 Annual report 2018 CALIDA GROUP Corporate Governance Report 2018 limited to, the subsidiaries. The non-transferable duties in the meaning of article 716a CO remain the domain of the Board of Directors as a whole. The CEO is the Chairman of Executive Management, which also includes a CFO and other executives required for general management across divisions (currently in particular the COO and CHRO). The CEO is responsible for the organisation (including representation arrangements), management and supervision of Executive Management as well as for all subordinated entities within the Group. For this purpose, he draws up an organisational chart and appropriate management regulations (including the regulation of authorities within Executive Management and lower levels of hierarchy), both of which are to be approved by the Board of Directors. 3.7 INFORMATION AND CONTROL INSTRUMENTS VIS-À-VIS EXECUTIVE MANAGEMENT The Board of Directors has various information and control instruments vis-à-vis Executive Management. Besides the duty of the CEO to provide information in accordance with the provisions of the organisational regulations, the various committees (see section 3.5.2) also have defined tasks and reporting duties. Another instrument are the comments and findings of the statutory auditor in the course of the audit engagement. The CALIDA GROUP does not have its own internal audit function. The organisational regulations approved by the Board of Directors require the CEO to provide information as follows: The CEO must inform the Board of Directors of the significant events in operational business management, the implementation of resolutions passed by the Board and any other factors of significance for the Board of Directors and its decision making; In particular, the CEO and, in his absence, his deputy or the responsible member of Executive Management, must immediately inform the Board of Directors of any events which significantly influence or could influence the business; The CEO is responsible for ensuring that the following information is provided to the Board of Directors in a timely manner, i.e. immediately once it is available: consolidated half-year and annual financial statements and reports; consolidated monthly financial statements, including KPIs; interim reports on the business for every meeting of the Board of Directors; information on the development of the business and the market for each meeting of the Board of Directors; information tailored to the relevant level with regard to the ICS and risk management system as needed but at least half yearly; if necessary, additional information requested by the Board of Directors. The Board of Directors carries out an annual assessment of the risk management system. Executive Management prepares a risk portfolio containing the risks of relevance for the entire CALIDA GROUP. The identified risks are categorised by area, i.e. environment, sales, distribution, design and development, procurement, administration, finance, organisation and IT, and assessed for the likelihood of occurrence and impact. A risk tracking sheet is prepared each year. The Audit & Risk Committee monitors the risk assessment on behalf of the Board of Directors and reviews risk management practices. The Board of Directors also comments from a strategic perspective. More detailed information about financial risk management is provided in the financial statements 2018 of the CALIDA GROUP in the Financial risk management section on page 71ff. The organisational regulations also contain provisions entitling every member of the Board of Directors to request information on matters involving the Company from other members and from Executive Management at meetings of the Board of Directors. Beyond the scope of the meetings, every member of the Board is entitled to request information from the CEO and the CFO regarding the course of business and significant transactions.
11 Executive Management 4.1 MEMBERS OF EXECUTIVE MANAGEMENT (EM) Name, nationality, education and professional REINER PICHLER Chief Executive Officer (CEO) Swiss/German 1962 Joined EM 1 April 2016 Master Tradesman Munich, Germany (trained retail salesman) CEO s.oliver Group / D; CEO Holy Fashion Group / CH; Managing Director Sales DACH at the Gruppo Finanziaro Tessile / I; Key Account Manager and afterwards Head of Sales Hugo Boss / D Président et Directeur Général of LAFUMA SA, Annecy-le-Vieux, France; Chairman of the Board of Directors of Viu Ventures AG, Zurich; Member of the Advisory Board of Hess Natur-Textilien GmbH, Butzbach, Germany DANIEL GEMPERLE Chief Operations Officer (COO) Swiss 1959 Joined EM 1 August 2011 University of Applied Sciences, Clothing & Technology, Mönchengladbach, Germany (Ing. FH) member of Executive Management of CALIDA AG and responsible for: production, logistics, procurement and technical development and strategic IT; additionally responsible for integration projects for AUBADE; member of Executive Management (operations division) and the Board of Directors of a Swiss clothing company; responsible for operations at a Swiss clothing group (retail and production) Member of the Board of Directors of LAFUMA SA, Annecy-le-Vieux, France; Member of the Board of Directors of LU Couture AG, Lucerne
12 114 Annual report 2018 CALIDA GROUP Corporate Governance Report 2018 SACHA D. GERBER Chief Financial Officer (CFO) Swiss 1975 Joined EM 1 September 2018 Bern University of Applied Sciences (Business Economist FH), Swiss certified accounting and controlling expert, University of St. Gallen (International Executive MBA HSG degree 2019) member of management at Hero AG, Lenzburg; CFO, CFO/COO; CFO/COO & Head of the Foodservice Business Unit; finance functions in various group entities of the SWATCH GROUP; since 2007 as CFO (member of management) MANUELA OTTIGER Chief Human Resources Officer (CHRO) Swiss 1971 Joined EM 28 March 2014 SIB Schweizerisches Institut für Betriebsökonomie (certified HR Manager) Since 2012 owner and CEO of Ottiger Consulting; Head of HR and member of Executive Management of the CALIDA AG; Head of HR at a Swiss media group Member of the Board of Directors of LAFUMA SA, Annecy-le-Vieux, France; Member of the Board of the foundation Lebensraum Gebirge
13 115 These details are provided in section Compensation, shareholdings and loans 4.3 RULES IN THE ARTICLES OF INCORPORATION ON 5.1 CONTENT AND METHOD OF DETERMINING THE THE NUMBER OF PERMITTED ACTIVITIES PURSUANT COMPENSATION AND SHAREHOLDING PROGRAMMES TO ARTICLE 12 PARA. 1 POINT 1 OAEC For details of the content and method of determining the compensation and shareholding programmes, please refer to the 2018 remuneration report of CALIDA Holding AG (pages 95 to 99). 4.2 OTHER ACTIVITIES AND VESTED INTERESTS The members of Executive Management are limited in the number of additional activities they may assume in the supreme management or administrative bodies of other legal entities required to be registered in the commercial register or a comparable foreign register unless these companies control or are controlled by the Company. The limits are as follows: 5.2 DISCLOSURES FROM ISSUERS SUBJECT TO THE OAEC Rules in the articles of incorporation on the principles applicable to performance-related pay and 1 mandate for listed companies, with multiple mandates for different companies within the same group counting as a single mandate; and to the allocation of equity securities, convertible rights and options, as well as the additional amount for payments to members of Executive Management appointed after the vote on pay at the General Meeting 1 paid mandate for other legal entities, with multiple mandates for different companies within the same group counting as a single mandate; and 2 non-paid mandates (expenses do not count as paid ), with multiple mandates for different companies within the same group counting as a single mandate. Not in scope of these limitations are mandates assumed by a member of Executive Management on behalf of the Company (e.g. for joint-ventures or pension funds of this legal entity or for entities in which this legal entity holds a material (non-consolidated) interest). Mandates or employment offers beyond the CALIDA GROUP are subject to the prior authorisation of the Board of Directors. 4.4 MANAGEMENT CONTRACTS In 2014, Manuela Ottiger was appointed CHRO. A contractual agreement to this end was entered into with Ottiger Consulting GmbH, Eich, a company controlled by Manuela Ottiger. The contract provides for Manuela Ottiger to personally fulfil the function as member of Executive Management and therefore does not constitute a management contract. For details of the principles governing performancerelated pay and the allocation of participation certificates, convertible rights and options, please refer to the 2018 remuneration report of CALIDA Holding AG (pages 95 to 99). An additional amount in accordance with article 19 OaEC is available for members of Executive Management who are appointed after the maximum total remuneration is approved. For a new CEO or CFO, the additional amount may not exceed by more than 30% the maximum total remuneration approved by the General Meeting for the former CEO/CFO for the relevant fiscal year. For any other members of Executive Management, the additional amount may not exceed by more than 30% the average total remuneration of the other members of Executive Management for the relevant fiscal year. The average total remuneration of an Executive Management member is the maximum amount approved for the members of Executive Management less the amount relating to the CEO and the CFO, divided by the number of Executive Management members (not including the CEO and CFO) on the date the amount was approved by the General Meeting.
14 116 Annual report 2018 CALIDA GROUP Corporate Governance Report Rules in the articles of incorporation on loans, Not applicable credit facilities and post-employment benefits for members of the Board of Directors and Executive Reasons for granting exceptions in the year under Management review No loans, credit facilities and post-employment benefits are granted to the members of the Board of Directors or Executive Management. There are no restrictions on voting rights Procedure and conditions for abolishing voting rights restrictions laid down in the articles of Rules in the articles of incorporation on incorporation the vote on pay at the General Meeting There are no restrictions on voting rights. The General Meeting approves total remuneration of the members of the Board of Directors and Executive Management annually, generally at the Annual General Meeting, for the fiscal year following the General Meeting. The vote of the General Meeting is binding. The Board of Directors may submit proposals for approval by the General Meeting regarding the maximum total amounts, individual remuneration components for other periods or other matters. The Board can also present the remuneration report for the preceding fiscal year for a non-binding vote by the General Meeting. If the General Meeting rejects the maximum total remuneration for Executive Management and/or the Board of Directors, the Board of Directors can submit amended proposals for approval by that same meeting or subsequent ordinary or extraordinary General Meetings. The amended proposals can relate to a maximum total amount or several maximum partial amounts, taking into account all relevant factors. 6. Shareholders participation 6.1 VOTING RIGHTS RESTRICTIONS AND REPRESENTATION Rules in the articles of incorporation on restrictions to voting rights, along with an indication of group clauses and rules on granting exceptions, as well Rules in the articles of incorporation on participation in the General Meeting The Company s articles of incorporation do not contain any regulations which deviate from the legal stipulations Information on any rules which might be laid down in the articles of incorporation on the issue of instructions to the independent proxy The Annual General Meeting elects an independent proxy, which can be a natural or a legal entity or a partnership. The term ends at the end of the next Annual General Meeting. Re-election is possible. The General Meeting can dismiss the independent proxy effective as of the end of the General Meeting. If the Company does not have an independent proxy, the Board of Directors appoints one for the next General Meeting. The independent proxy must follow the voting instructions issued. If no explicit or concluding instructions are received, the independent proxy abstains from voting. The Board of Directors can determine the requirements relating to representations and instructions. It can also define the criteria for valid instruction of the independent proxy. Furthermore, it can waive the requirement for a qualified electronic signature for electronic representations. as exceptions actually granted during the year under review The Company s articles of incorporation do not provide for any restrictions on voting rights. They contain provisions allowing a shareholder to be represented by another shareholder with a written power of attorney. The above is subject to legal representation. The Board of Directors ensures that the shareholders have the possibility to instruct the independent proxy on each of the proposals presented at the time of the convocation. It also ensures that shareholders have the possibility to issue general instructions (i) on new proposals added to the agenda (including those on
15 117 rejected remuneration proposals in accordance with article 15 para. 3 of the articles of incorporation and (ii) on proposals relating to unannounced agenda items (proposal to convene an Extraordinary General Meeting or conduct a special audit). 7. Changes of control 7.1 DUTY TO MAKE AN OFFER There are no regulations in the articles of incorporation regarding opting out or opting up (article 22 SESTA). 6.2 STATUTORY QUORUMS 7.2 CLAUSES ON CHANGES OF CONTROL The Company s articles of incorporation do not contain any regulations which deviate from the legal stipulations. The General Meeting passes resolutions and carries out elections with the absolute majority of share votes represented, unless defined otherwise by law or the articles of incorporation. In the second round of election, the relative majority decides. In the event of a tie, the Chairman has the casting vote except for elections, where the result is decided by drawing lots. Options granted to the Board of Directors, Executive Management or employees can be converted immediately in the event of a change of control. 6.3 CONVOCATION OF THE GENERAL MEETING OF SHAREHOLDERS The Company s articles of incorporation do not contain any regulations which deviate from the legal stipulations. Shareholders recorded in the share register are invited in writing and by publication in the Swiss Official Gazette of Commerce at least 20 days prior to the meeting. 6.4 INCLUSION OF ITEMS ON THE AGENDA Shareholders representing shares with a par value of forty seven thousand Swiss francs or 10% of the share capital can request to add a matter to the agenda for discussion. Agenda items with proposals to the General Meeting must be submitted to the Company in writing, for the attention of the Board of Directors, at least 45 days before the date of the General Meeting. 6.5 ENTRIES IN THE SHARE REGISTER The Company only considers shareholders as such if they are entered in the share register. Shareholders are entitled to vote at the General Meeting provided they are recorded in the share register 30 days before the date of the General Meeting. No changes are made to the share register in the 30 days leading up to or on the date of the General Meeting.
16 118 Annual report 2018 CALIDA GROUP Corporate Governance Report Auditing body 8.1 DURATION OF THE MANDATE AND TERM OF OFFICE OF THE LEAD AUDITOR Date of assumption of the existing auditing mandate Ernst & Young AG, Zurich, was first appointed as the Company s statutory auditors for one fiscal year at the General Meeting for fiscal year 2006 (2 May 2007). The statutory auditors were re-elected for another year at the General Meeting for fiscal year Date on which the lead auditor responsible for the existing auditing mandate took up office The auditor in charge of the audit engagement took office as engagement partner at the General Meeting for fiscal year 2013 (13 May 2014). The auditor in charge is rotated every seven years in accordance with the maximum term allowed. The current term will expire at the General Meeting for fiscal year 2019, as the auditor already carried out audit work (not as the auditor in charge) for fiscal year AUDIT FEES Audit fees of approx. CHF 617k (allocated to the appropriate period) were payable to the statutory auditors Ernst & Young AG for the audit of the separate and consolidated financial statements The non-recurring audit related fees amount to CHF 27k. 8.3 ADDITIONAL FEES Additional fees of CHF 34k were payable to Ernst & Young AG for advisory services. The Audit & Risk Committee meets at least once each year with representatives of the external auditors. No members of Executive Management are permitted to attend such meetings. The Audit & Risk Committee held two meetings with representatives of the statutory auditors over the course of the reporting period. 9. Information policy CALIDA Holding AG updates its stakeholders on the business development in annual and half-year reports. Shareholders recorded in the Company s share register can request a copy of the condensed annual report dated 31 December Requested reports are sent out with the invitation to the Annual General Meeting. An electronic version is available on our website (see below) from 1 March Shareholders can request a copy of the half-year report in summer Annual reports, half-year reports, ad hoc news, press releases, key dates, etc. can all be found online in the Investors section of Interested parties can also sign up to receive ad hoc news electronically. Printed documents and brochures can be ordered online at by from or from CALIDA Holding AG, Investor Relations, P.O. Box, 6210 Sursee, The Company announces price-sensitive facts in accordance with regulations of the SIX Swiss Exchange. 8.4 INFORMATIONAL INSTRUMENTS PERTAINING TO THE EXTERNAL AUDIT The Audit & Risk Committee carries out an annual review of the performance, fees and independence of the statutory auditors. It recommends which statutory auditors should be proposed by the Board of Directors to the General Meeting. The Audit & Risk Committee assesses the work and the fees of the statutory auditors based on the comprehensive reports and audit reports prepared by the auditors, as well as verbal discussions. The annual report of the CALIDA GROUP is published in German and English. In the case of any differing interpretations, the German text is valid.
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