CO-DETERMINATION RIGHTS OF SHAREHOLDERS
Restrictions on voting rights and proxies
Every share entitles the holder to one vote. Shareholders can be represented at the Annual General Meeting by a person with a written power of attorney, who does not have to be a shareholder.
The following resolutions of the Annual General Meeting must be passed with at least two-thirds of the votes represented and the absolute majority of the par value of the shares represented:
- The cases governed by Art. 704 para. 1 of the Swiss Code of Obligations;
- The conversion of registered shares into bearer shares;
- The cancellation or dilution of the transferability restrictions applying to the registered shares;
- The liquidation of the company.
Invitation to the Annual General Meeting and agenda
The Annual General Meeting is convened by the Board of Directors, or if necessary by the auditors. The Annual General Meeting is held annually within six months after the close of the financial year. Extraordinary General Meetings are called as often as required, in particular in the cases prescribed by law. The Board of Directors must call Extraordinary General Meetings within four weeks if requested to do so by shareholders who together represent at least ten per cent of the share capital. The invitation must be in writing and must contain the items on the agenda and the proposals.
The invitation to the Annual General Meeting must be issued at least 20 days before the date of the meeting by publication in the Swiss Official Gazette of Commerce or by letter to the shareholders. The invitation to the meeting must include the items on the agenda and the proposals of the Board of Directors. No resolutions may be passed on matters that have not been notified in this manner, subject to the provisions on a meeting of all shareholders, except for a motion to convene an Extraordinary General Meeting or a motion to carry out a special audit.
If no objection is raised, the owners or representatives of all shares may hold an Annual General Meeting without complying with the rules regarding notice of the meeting (meeting of all shareholders). Such a meeting may discuss and pass valid resolutions on all matters within the power of the Annual General Meeting, provided that the owners or representatives of all shares are present.
Entry in the share register
The Board of Directors maintains a share register in which the names and addresses of the owners and beneficiaries of registered shares are recorded. As far as the company is concerned, only those whose names are entered in the share register are deemed to be shareholders or beneficiaries.