Annual Report 2016

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62 Autoneum Annual Report 2016 Corporate Governance
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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 Executive
Bonus Plan are vested.
Obligation to submit an offer
The legal provisions according to Art. 135 of the
Financial Market Infrastructure Act (FMIA)
are applicable. This states that a shareholder 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.
Audit fees and additional fees
KPMG charged Autoneum approximately
CHF 0.8 million for the 2016 financial year for
services in connection with auditing the
annual financial statements of Group companies,
the consolidated Autoneum Group accounts and
the Remuneration Report. KPMG also charged
Autoneum approximately CHF 0.1 million for
additional services in the year under review,
mainly for tax advisory services. Additional
auditors received from Autoneum approximately
CHF 0.4 million for the 2016 financial year for
services in connection with auditing the annual
financial statements of Group companies. They
also received approximately CHF 0.2 million for
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
Association11. Pursuant to §9 of the Articles
of Association11, shareholders representing
shares with a par value of at least CHF 20000
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
General Meetings personally can arrange to
be represented by another shareholder by
written power of attorney or by the independent
voting 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 General Meeting. Lic. iur. Ulrich B.
Mayer, Attorney-at-Law, shall hold office as
independent voting proxy until the closure of
the 2017 Annual General Meeting.
Entries in the shareholders’ register
In order to ensure an orderly procedure, the
Board of Directors fixes the reference date
shortly before the shareholders’ meeting, by
which time shareholders need to be entered in
the share register in order to exercise their
participation rights at the meeting. This refer-
ence date is published in the Swiss Commercial
Gazette together with the invitation to the
General Meeting.