Annual Report 2015

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58 Autoneum Annual Report 2015 Corporate Governance
General Meeting. Lic. iur. Ulrich B. Mayer,
Attorney-at-Law, shall hold office as independent
voting proxy until the closure of the 2016
Annual General Meeting.
Entries in the shareholders’ register
In order to ensure an orderly procedure, the
Board fixes the reference date shortly before the
shareholders’ meeting, by which time share-
holders need to be entered in the share register
in order to exercise their participation rights
at the meeting. This reference date is published
in the Swiss Commercial Gazette together with
the invitation to the General Meeting.
7 Change of control and defensive measures
Change of control clauses
There are no change of control clauses in
Autoneum contracts of employment and office.
In the event of a change of control, all shares
blocked within the framework of the Group Bonus
Plan are vested.
Obligation to submit an offer
The legal provisions according to Art. 22 of
SESTA are applicable. This states that a share-
holder or a group of shareholders acting in
concert who hold more than 33% of all shares
must submit a takeover offer to the other
shareholders.
8 Statutory auditors
Duration of mandate and term of office
of the lead auditor
KPMG AG, Zurich, has been the statutory and
Group auditor of Autoneum Holding Ltd and the
Autoneum Group since the financial year 2011.
Kurt Stocker, licensed audit expert, has been lead
auditor for the Autoneum mandate at KPMG
since the financial year 2011. The term of office
of the lead auditor is limited to seven years.
6 Shareholders’ participatory rights
Voting restrictions
Autoneum Holding Ltd imposes no voting
restrictions.
Statutory quorum
General Meetings of Shareholders adopt reso-
lutions with the absolute majority of represented
voting shares unless the law or Articles of
Association12 stipulate otherwise. Remuneration
is approved with the majority of votes cast
regardless of potential abstentions.
Convocation of General Meeting, agenda
publication, voting proxies
General Meetings of Shareholders are called
through publication in the Swiss Commercial
Gazette by the Board of Directors at least
20 days prior to the event, with details of the
agenda, pursuant to §8 of the Articles of
Association12. Pursuant to §9 of the Articles
of Association12, shareholders representing
shares with a par value of at least CHF 20 000
can request the inclusion on the agenda of an
item for discussion, with details of the relevant
motions, by a closing date published by the
company. Shareholders who do not attend Gen-
eral Meetings personally can arrange to be
represented by another shareholder by written
power of attorney or by the independent vot-
ing proxy by issuing written power of attorney and
instructions pursuant to the signed registration
form or electronically via the platform at
. The independent
voting proxy is elected annually by the Annual
Autoneum Holding Ltd
imposes no
voting restrictions.
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