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Accountability and transparency for all stakeholders

At Schaffner, following the current corporate governance directives and policies is a key element of company supervision and management.

Principles

Transparency and well-defined responsibilities are the underpinnings of the Schaffner Group’s corporate governance: Transparent financial reporting and clearly assigned duties and accountabilities in the interactions between shareholders, the Board of Directors and the Executive Committee.

As a company listed on the SIX Swiss Exchange, Schaffner fulfils the requirements of the SIX Swiss Exchange’s amended Directive on Information Relating to Corporate Governance, which took effect on 1 October 2014. Schaffner also follows the current standards of the Swiss Code of Best Practice for Corporate Governance by Economiesuisse and the Ordinance Against Excessive Compensation at Listed Companies (OAEC).

Implementation of the Ordinance Against Excessive Compensation at Listed Companies (OAEC)

In a nationwide referendum in March 2013, the Swiss people voted in favor of the federal popular proposition against excessive pay (often referred to as the “Abzockerinitiative”). This led to an amendment of the Swiss constitution. The new provisions of the OAEC apply to all Swiss companies listed on a stock exchange. They were enacted by the Swiss Federal Council with effect from 1 January 2014. 

Schaffner chose to apply the new ordinance early, at the January 2014 Annual General Meeting (AGM). The following table outlines the detailed timing of the implementation of the ordinance:

Individual election of the members of the Board of Directors for a term of one year by the General Meeting

2014 AGM 
(held in January 2014)

Election of the Chairman of the Board of Directors for a term of one year by the General Meeting

2014 AGM

Individual election of the members of the Compensation Committee for a term of one year by the General Meeting

2014 AGM

Delegation of management to individuals only

Not relevant 
for Schaffner

 Company representatives and custodians are not permitted to vote shareholders’ 
shares

1 January 2014

Election of the independent proxy for a term of one year by the General Meeting

2014 AGM

Ability to electronically authorize and 
instruct the independent proxy

2015 AGM

Amendment of the Articles of Association

2014 AGM

Publication of a compensation report

Fiscal year 2013/14

Report of the statutory auditor on the 
compensation report

Fiscal year 2014/15

Binding votes by the General Meeting on the compensation of the Board of 
Directors and Executive Committee

2015 AGM

Prohibition of severance pay1

1 January 2014

Prohibition of advance pay1

1 January 2014

Bonuses for the acquisition or sale of 
companies or parts of companies by the Company or by companies under its direct 
or indirect control are prohibited1

1 January 2014

Loans and other credit to members of the Board of Directors and Executive 
Committee1

1 January 2014

Amendment of internal regulations

Fiscal year 2013/14

Amendment of employment contracts 
of Executive Committee members

By December 2015 
at the latest

1 No contract with any member of the Board of Directors or Executive Committee provides for such compensation or loans or credit.

All relevant corporate governance documents are available at the following web address: 

schaffner.com/en/investor-relations.html

In addition, Schaffner’s general principles of corporate governance are described in the Management Organization Regulations (in German: Organisationsreglement) of Schaffner Holding AG – which can be viewed at or requested from the Company’s head office – and in the Company’s Articles of Association. The Articles of Association are available at the following web address:

www.schaffner.com/fileadmin/mediapool/files/Association_Articles_Schaffner_Holding_AG.pdf

As an active participant of the UN Global Compact, the Schaffner Group is committed to honoring the principles of the Compact regarding human rights, labor, the environment and anti-corruption. Schaffner expects its employees to be accountable for their actions, to respect people, society and the environment, to follow applicable rules and act with integrity. The Group’s current relevant report (Communication on Progress) can be accessed at: 

www.unglobalcompact.org/participant/10379-Schaffner-Holding-AG

The Schaffner Group has also adopted the Electronic Industry Code of Conduct (EICC) and is committed to its application in all Schaffner companies. This is to ensure that working conditions in the whole Schaffner supply chain are safe, that employees are treated with respect and dignity, and that manufacturing operations are environmentally sound: 

www.eicc.info/EICC_CODE.html

The Schaffner Group supports the Conflict Minerals Act for the protection of human rights in the mining industry, particularly in the mining of ore to produce tin, tantalum, tungsten and gold in conflict regions.

Governance-related events in fiscal year 2013/14

On 14 January 2014 at the 18th Annual General Meeting (AGM) of Schaffner Holding AG, shareholders re-elected the existing Board members Herbert Bächler, Daniel Hirschi, Gerhard Pegam, Suzanne Thoma and Georg Wechsler for a further term of one year. The shareholders elected Daniel Hirschi as Chairman of the Board of Directors for the term ending at the conclusion of the next AGM. For the same term, shareholders appointed Herbert Bächler, Daniel Hirschi and Suzanne Thoma as members of the Compensation Committee and Wolfgang Salzmann as the independent proxy. As the independent auditors for fiscal year 2013/14, shareholders elected Ernst & Young AG, Berne. As well, the Annual General Meeting approved the Board’s proposal to transfer CHF 2,852,019 from share premium to the distributable share premium reserve and to distribute, from this newly funded reserve, CHF 4.50 per share entitled to dividends. The distribution was exempt from Swiss anticipatory tax. At the Annual General Meeting, numerous amendments to the Articles of Association of the Company were also passed. Thus, the unissued authorized capital for equity-based compensation was decreased by CHF 1,311,115 from CHF 2,351,115 to CHF 1,040,000. This action was made possible by the fact that after the expiration of parts of the share option plan, the authorized capital designated for them can be reduced. The OAEC ordinance also necessitated a major revision of the Articles of Association. The minutes of the 18th Annual General Meeting of Schaffner Holding AG can be accessed at the following web address:

www.schaffner.com/fileadmin/mediapool/files/Statuten_Schaffner_Holding_AG.pdf