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Report of the Statutory Auditor

To the General Meeting of Autoneum Holding Ltd, Winterthur

Report on the Audit of the Remuneration Report

We have audited the accompanying remuneration report of Autoneum Holding Ltd for the year ended

December 31, 2016.

The audit was limited to the information according to articles 14 – 16 of the Ordinance against Excessive

compensation in Stock Exchange Listed Companies contained in the tables “Remuneration to the members of the

Board of Directors and Group Executive Board in 2016” and “Remuneration to the members of the Board of

Directors and Group Executive Board in 2015” on pages 118 to 119 of the remuneration report.

Responsibility of the Board of Directors

The Board of Directors is responsible for the preparation and overall fair presentation of the remuneration report

in accordance with Swiss law and the Ordinance against Excessive compensation in Stock Exchange Listed

Companies (Ordinance). The Board of Directors is also responsible for designing the remuneration system and

defining individual remuneration packages.

Auditor's Responsibility

Our responsibility is to express an opinion on the accompanying remuneration report. We conducted our audit in

accordance with Swiss Auditing Standards. Those standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the remuneration report complies

with Swiss law and articles 14 – 16 of the Ordinance.

An audit involves performing procedures to obtain audit evidence on the disclosures made in the remuneration

report with regard to compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatements in the remuneration report, whether due to fraud or error. This audit also includes evaluating the

reasonableness of the methods applied to value components of remuneration, as well as assessing the overall

presentation of the remuneration report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Opinion

In our opinion, the remuneration report for the year ended December 31, 2016, of Autoneum Holding Ltd complies

with Swiss law and articles 14 – 16 of the Ordinance.

KPMG AG

Kurt Stocker

Kathrin Schünke

Licensed Audit Expert

Auditor in Charge

Licensed Audit Expert

Zurich, March 1, 2017

120

Autoneum Financial Report 2016

Remuneration Report