Annual Report 2016

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52 Autoneum Annual Report 2016 Corporate Governance
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 with-
out 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 shareholders. 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
Regulations 6.
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, 2016,
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
ing the reporting period. The members
of the Board of Directors and the companies
5
6