Corporate Governance

Introduction

The corporate governance report records the principles and conduct of management and supervision at the highest management level of the Micronas Group. Micronas meets the requirements of the ”Swiss Code of Best Practice”, which has been in force since July 1, 2002, and updated in 2007, and the corporate governance guidelines of the SIX Swiss Exchange.

Mindful that effective, transparent and systematically implemented principles of corporate governance make an important contribution to the Micronas Group’s success and to increasing company value, we are sensitive to the justified expectations and demands of our stakeholders concerning responsible management. At Micronas, the way the leadership and management of the Company are organized and function in practice is clearly regulated, in particular with regard to the division of responsibilities and powers among the decision-making bodies, namely the Board of Directors, Management and Shareholders’ Meeting, as well as to accountability in respect of decisions taken. The Board of Directors works through efficient committees: a Nomination and Compensation Committee and a Risk and Audit Committee. The Board verifies its own working procedures on a regular basis through self-assessment supported by external consultants. In addition, specific topics are reviewed by a special internal auditor from time to time.

As we at Micronas see it, the core issue of good corporate governance is that it responds to our shareholders’ concern for prudent corporate policies and efficient deployment of resources, including an effective system of checks and balances. In this respect, the Code of Conduct of Micronas, including implementing guidelines, helps to ensure that all Micronas employees act in a responsible manner. The Code of Conduct is available under  Documents as PDF.

In pursuance of these aims, the Micronas Group maintains an open information and communication policy toward shareholders, financial markets and interested sections of the public. Transparency and continuity in our dealings with investors – over and above what is legally required – are underpinned by comprehensive year-end financial statements, semi-annual financial statements in the form of a printed letter to the shareholders and quarterly financial updates for the first and the third quarter through respective press releases and constant updating of the relevant information on our website.

Implementation of Minder Rules at Micronas

The ordinance against excessive compensation in listed companies (Verordnung gegen übermässige Vergütungen bei börsenkotierten Gesellschaften) has come into effect on January 1, 2014 (the “Ordinance”). However, transitional rules allow an implementation until December 31, 2015.

At Micronas, some of the points introduced by the Ordinance have already been implemented many years ago:

  • Micronas elects its members of the Board of Directors for a term of one year in an individual election.
  • Top Management contracts do not have a fixed term and their termination period is not exceeding 12 months.
  • No termination/severance payments are made.

 

At the Shareholers' Meeting held on March 21, 2014, Micronas has implemented most of the changes requested by the Ordinance:

  • There were neither a representative of the Company nor proxy holders of deposited shares.
  • It was possible to instruct the independent proxy holder by way of electronic proxies.
  • The Board of Directors proposed to the Shareholders’ Meeting amendments to the Articles of Incorporation (see the Articles of Incorpration under Documents as PDF).
  • The Shareholders’ Meeting elected the Chairman of the Board of Directors, the members of the Nomination and Compensation Committee as well as the independent proxy holder.

 

Following the Shareholers' Meeting, the Board of Directors amended the existing Company regulations in its meeting of April 15, 2014, accordingly, in particular the Business Rules, the Charter of the Nomination and Compensation Committee and the Charter of the Risk and Audit Committee (see the respective regulations under Documents as PDF).

 

Finally, the Shareholders’ Meeting 2015 regarding the business year 2014 will vote on the compensation of the Board and Top Management based on a separate compensation report audited by the Company’s auditors, thus rounding up the implementation of the Minder Rules at Micronas.