Corporate Governance

Corporate Governance

Introduction

132

Board of Directors

134

MB Members

141

Remuneration and Additional Information

145

Shareholders' Participation Rights

146

Auditors

147

Information Policy

148

Blocking periods

149

Contact Address

150

Vetropack Integrated Annual Report 2021

Corporate Governance

131

Corporate Governance Introduction

The following explanations contain fundamental information for the Vetropack Group as laid out in the Corporate Governance Guidelines defined by the SIX Swiss Exchange as per 20 June 2019.

Operational Group Structure

Refer to the illustration here.

Group Companies

For Shareholdings and their Percentage Breakdowns, refer to the illustration here.

Capital Structure

For details of the share capital, refer to here. For details of changes in capital structure within the last three years, refer to "Changes in Consolidated Shareholders' Equity". Vetropack Holding Ltd does not issue options on participation rights.

Dividends

Registered shares A and registered shares B are entitled to dividends.

Vetropack Integrated Annual Report 2021

Corporate Governance

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List of Major Shareholders with Holdings > 3%

31.12.2021

31.12.2020

No. of

No. of

No. of

No. of

Registered

Registered

Voting

Registered

Registered

Voting

Shares A

Shares B

Rights in %

Shares A

Shares B

Rights in %

Shareholder group Cornaz according to

latest SIX publication

1 264 610

30 250 000

71.6

3 245 710

30 250 000

76.1

There is one shareholders' agreement between the Cornaz AG-Holding shareholders and anoth­ er between Cornaz AG-Holding and other shareholders.

The core elements of both agreements are as follows:

  • concerted exercise of voting rights at the Annual General Assembly;
  • mutual tender obligation for the shares upon sale.

With regard to the voting shares indicated, it should be noted that changes to the voting share that do not affect a threshold value do not have to be reported. Accordingly, the number of vot­ ing shares disclosed above may differ from the notifications published on the SIX Exchange Regu­ lation website in accordance with Art. 120 Financial Market Infrastructure Act (FinMIA). No dis­ closure reports in terms of Art. 120 FinMIA were submitted to the company in the reporting year. Reports were made to SIX on 4 May 2021 and 13 September in accordance with Art. 121 of the FinMIA.

Detailed information on reports in accordance with Art. 120 ff Finamcial Market Infrastructure can be accessed on the SIX Exchange Regulation website via the following link: https://www.six-exchange-regulation.com/de/home/publications/significant-shareholders.html

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Corporate Governance

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Corporate Governance Board of Directors

(BoD)

Principles Underlying the Voting Proce­ dure for Members of the Board of Direc­ tors and their Terms of Office

The members of the Board of Directors of Vetropack Holding Ltd are each elected by the Annual General Assembly of shareholders (AGA) on an annual basis. Re-election is permitted. Each year, the AGA elects the Chairman of the Board of Directors and the individual members of the Nomination and Compensation Committee (NCC), who must be members of the Board of Direc­ tors, as well as the independent proxy. Their term of office shall end upon the conclusion of the next AGA. The BoD appoints the Chairman of the NCC.

BoD Duties

The BoD performs its duties as laid out in the Swiss Code of Obligations (CO) Art. 716a.

The BoD Chairman has the following additional main duties:

  • Preparing and drawing up the invitations to the AGA jointly with the CEO.
  • Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation jointly with the CEO.
  • Chairing the AGA and the BoD meetings.
  • Monitoring the implementation of resolutions passed by the AGA and the BoD.
  • In urgent cases, the BoD Chairman can conclude transactions that fall within the competence of the BoD by executive decision. Any such actions are communicated in writing without delay to the BoD.

Respective Areas of Responsibility for the

BoD and Management Board (MB)

The duties that are not reserved for the BoD in accordance with Art. 716a CO are delegated to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but it is also fully responsible for the operational management of the Group.

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Corporate Governance

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Vetropack Holding AG published this content on 15 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 March 2022 07:49:06 UTC.