2
Under Swiss law, dividends
may be paid by the Corporation only if, based on its audited standalone financial
statements
prepared in accordance with Swiss law,
the Corporation has sufficient distributable profits from
the previous financial years or
if the reserves of the Corporation are sufficient to allow
distribution of a dividend. In either event, dividends may be paid by
the Corporation only after approval by the shareholders’ meeting. The Corporation’s
board of directors may propose to the
shareholders that a dividend be paid, but cannot itself set the dividend. The
Corporation’s statutory auditors must confirm
that
any dividend proposal of the Corporation’s
board of directors is in accordance with Swiss law and the Corporation’s
Articles
of Association. In addition, any interim dividend may be paid based on an interim
account. The provisions governing dividends
also apply to any such interim dividends.
Dividends are usually due and payable not earlier than three days after the
shareholders’ resolution relating to the allocation of
profits has been passed. Under Swiss law,
the statute of limitations in respect of dividend payments is five years (dividends
not
paid are allocated to a special reserve of the Corporation).
The Corporation declares dividends in U.S. dollars. Shareholders holding
their shares through the Depository Trust Company
or the U.S. transfer agent will receive dividend payments in U.S. dollars. Shareholders
holding their shares through SIX SIS
receive dividends in Swiss francs, based on a published exchange rate
calculated up to five decimal places, on the day prior to
the ex-dividend date.
In principle, each share carries one vote at a shareholders’ meeting. Swiss law distinguishes
between registration with and
without voting rights. Shareholders must be registered in the Corporation’s
share register as shareholders with voting rights in
order to vote and participate in shareholders’ meetings or to assert or exercise other rights related
to voting rights. We place
no
restrictions on share ownership and voting rights. However,
pursuant to general principles formulated by the Corporation’s
board of directors, nominees, which normally represent a large
number of individual shareholders and may hold an unlimited
number of shares, have voting rights limited to a maximum of 5% of all issued
shares if they agree to disclose, upon our
request, beneficial owners holding 0.3% or more of all issued shares. This
5% limit has been implemented to avoid large
shareholders being entered in the Corporation’s
share register via nominee companies so as to exercise influence without
directly registering their shares with the Corporation. An exception to
the 5% voting limit rule is in place for securities clearing
organizations, such as the Depository Trust
Company.
Unless otherwise provided by Swiss law or the Corporation’s
Articles of Association, resolutions require the approval of a
majority of the votes represented, excluding blank and invalid ballots, at a shareholders’
meeting in order to be passed.
Under Swiss corporate law (or Swiss banking law,
as the case may be), a resolution passed at a shareholders’ meeting with the
approval of at least a two-thirds majority of the votes, and a majority of the
nominal value of shares, in each case represented at
such meeting is required in order to approve certain specific issues. Such issues include
introducing shares with preferential
voting rights, any restriction on the transferability of registered shares,
the creation of conditional capital, the introduction
capital band or the introduction of reserve capital, restricting or excluding
preemptive rights in the event of a share issue
(
Bezugsrechte
), and, in certain circumstances, restricting or excluding advance
subscription rights in the event of the issuance
of equity-linked securities (
Vorwegzeichnungsrechte
).
The Corporation’s Articles of Association
require a resolution passed at a shareholders’ meeting with the
approval of at least a
two-thirds majority of the votes represented at such meeting in order to
approve any change to their provisions regarding the
number of members of the board of directors, any decision to remove one
-quarter or more of the members of the board of
directors or the deletion or modification of the provision thereof establishing
these supermajority requirements.
Shareholder ownership disclosure
Under the Swiss Federal Act on Financial Market Infrastructures and
Market Conduct in Securities and Derivatives Trading
of
June 19, 2015, as amended, anyone who directly,
indirectly or acting in concert with third parties, acquires or disposes of
shares in a company listed in Switzerland or holds other purchase or sale positions
relating to such shares, and, thereby,
directly, indirectly or
in concert with third parties reaches, falls below or exceeds one of the following percentage thresholds:
3, 5, 10, 15, 20, 25, 33
1
⁄
3
, 50 or 66
2
⁄
3
% of the voting rights in such company, regardless
of whether or not such rights may be
exercised, must notify the company and the Swiss stock exchange on which such shares are
listed. Nominee companies that
cannot autonomously decide how voting rights are exercised are not required
to notify the company and such stock exchange if
they reach, exceed or fall below the aforementioned thresholds.
Board of Directors
The term of office for each member of the Corporation’s
board of directors is until the next annual general meeting of
shareholders.
Pursuant to the Corporation’s organizational
regulations, board members are generally expected to serve for at
least three years and no board member may serve for more than 10 consecutive
terms of office. In exceptional circumstances
the Corporation’s board of directors
can extend this limit.
Members whose term of office has expired are immediately eligible
for re-election.