Annual Report 2015

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48 Autoneum Annual Report 2015 Corporate Governance
and issues the instructions necessary for
compliance with the provisions set forth above.
In special cases, the Board of Directors
may grant exemptions from the rule concerning
nominees and may delegate its duties.
The company only recognizes one proxy per
share. Voting rights and associated rights may
only be exercised in relation to the company by
a shareholder, usufructuary or nominee entered
in the share register as having the right to vote.
The registered shares of Autoneum Holding
Ltd are issued in the form of securities and
registered as book-entry securities (in the sense
of the Book-Entry Securities Act) at SIX SIS Ltd.
Book-entry securities with underlying shares
of the company may not be transferred by way of
assignment. Security interests for these
book-entry securities cannot be granted by means
of assignment. The company is entitled to
convert at any time and without the approval of
shareholders shares issued in the form of
uncertificated securities into individual share
certificates or global share certificates.
Shareholders are not entitled to have shares
issued in one particular form transformed into
another form. Any shareholder is, however,
entitled to request at any time that the company
issues a certificate stating the number of shares
registered in his or her name.
Restrictions on share transfers and nominee
registrations
Those persons entered in the shareholders’
register are recognized as voting shareholders.
Autoneum shares can be bought and sold
without any restrictions. In accordance with
§4 of the Articles of Association5, entry in
the register of shareholders can be denied in
the absence of an explicit declaration that the
shares are held in the applicant’s own name
and for the applicant’s own account. There are
no other registration restrictions.
Shares held in a fiduciary capacity are not
principally entered in the shareholders’
register. However, as an exception to this rule,
a nominee is entered in the register if the
nominee in question has concluded a nominee
agreement with Autoneum and is subject
to a recognized bank or financial supervisory
authority. The nominee exercises voting
rights at the Annual General Meeting of sharehol-
ders. At the request of Autoneum Holding Ltd,
the nominee is obliged to disclose the name of
the person on whose behalf it holds shares.
A resolution of the General Meeting
approved by the absolute majority of the voting
shares represented is required in order to cancel
the restrictions on share transfers.
Convertible bonds and options
Autoneum Holding Ltd has no convertible bonds
or options outstanding.
3 Board of Directors
The composition, general rights, duties and
responsibilities of the Board of Directors of
Autoneum Holding Ltd are pursuant to the
Swiss Code of Obligations and the Autoneum
Holding Ltd Articles of Association5 and
Organizational Regulations6 .
Board membership
Pursuant to the Articles of Association5,
the Board of Directors of Autoneum Holding Ltd
consists of no less than three and no more
than nine members. As of December 31, 2015,
the Board of Directors comprised six members,
none of whom performed executive duties.
The functions of Chairman of the Board and CEO
are separated in order to ensure a good
balance between the company management and
supervisory bodies.
Independence of non-executive members
The Board of Directors consists of non-executive
members, and none of the members
has exercised any operational activities for
Autoneum in the three financial years preced-
5
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