Corporate Governance report
Responsible corporate management and control in the interests of its customers, employees, shareholders and further interest groups are the foundation of the CPH Group’s ability to sustainably create value through its business activities.
The CPH Group is active internationally in various markets and countries, and abides by all the applicable laws and regulations. Impeccable business management, high ethical standards and responsible corporate governance are essential to its long-term success. The following section is structured in accordance with the corporate governance guidelines of the SIX Swiss Exchange. The CPH Group also aligns itself and its activities to the principles of the Swiss Code of Best Practice for Corporate Governance of Economiesuisse, and applies these in a manner which is commensurate with its size and structure. For some items, reference is made to the consolidated financial statements, and in particular to the additional corporate governance information provided in the notes to the consolidated financial statements. This section is based on the Articles of Incorporation and the Organizational Regulations of CPH Chemie + Papier Holding AG and the codes of conduct of the Group’s constituent divisions, which are available for download at https://cph.ch/en/investors/documentation/ under ‘Articles of incorporation, regulations and descriptions of duties’.
1 Group structure and shareholders
1.1 Group structure
The CPH Group comprises the three business divisions of Chemistry, Paper and Packaging, which each act autonomously in their specific markets. The parent company CPH Chemie + Papier Holding AG is domiciled in Perlen/Root, Switzerland. A list of the subsidiaries included in the consolidated financial statements will be found in the notes. The CPH Group is headed by the Group CEO, while the divisions are headed by the Divisional CEOs. Group Executive Management consists of the Group CEO, the Group CFO and the Divisional CEOs.
as of 31.12.2021
CPH Chemie + Papier Holding AG is the only stock exchange-listed company of those consolidated. Its registered shares (securities number 162471, ISIN CH0001624714) are listed on the SIX Swiss Exchange. Market capitalization details and further share information are provided in Item 9.2 ‘Information for shareholders’.
1.2 Significant shareholders
Two significant shareholdings were newly disclosed in 2021 in compliance with Article 120 of the ‘FinfraG’ Financial Market Infrastructure Act. Previous such disclosures may be viewed on the SIX Exchange Regulation website (https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/).
Shareholder structure (in %)
* linked through a shareholders’ agreement
CPH Chemie + Papier Holding AG acquired Uetikon Industrieholding AG through a merger by absorption under a corresponding agreement of 11 June 2021. The descendants of the Schnorf founding families, who had held shares in Uetikon Industrieholding AG, thereby received commensurate direct shareholdings in CPH Chemie + Papier Holding AG. The two anchor shareholders – the Ella Schnorf-Schmid estate and Swiss Industrial Finance AG – have concluded a shareholders’ agreement to ensure a stable shareholder base and jointly hold 33.6% of CPH Chemie + Papier Holding AG shares. Behind Swiss Industrial Finance AG is the family branch of Board Chairman Peter Schaub. Peter Schaub, Tim Talaat and Manuel Werder represent the interests of the descendants of the founding families on the Board of Directors. Their direct shareholdings in CPH Chemie + Papier Holding AG are shown in Note 30.2.1, ‘Shares held by members of the Board of Directors and Group Executive Management’ in the notes to the consolidated financial statements.
CPH Chemie + Papier Holding AG has no cross-shareholdings with any other company of more than 5%, in capital or voting rights form.
1.4 Significant changes to the Articles of Incorporation
Share capital was reduced from CHF 12 million to CHF 1.2 million and the threshold for placing General Meeting agenda items was lowered to 0.5% of share capital in the 2020 financial year. The Articles of Incorporation underwent no further changes in 2019, 2020 or 2021.
2 Capital structure
As specified in Article 3 of the company’s Articles of Incorporation, the fully-paid-up share capital of CPH Chemie + Papier Holding AG amounts to CHF 1.2 million. It consists of 6 000 000 registered shares each of CHF 0.20 nominal value (see also Note 30.1, ‘Capital structure’ in the notes to the consolidated financial statements).
2.2 Authorized and conditional capital
The CPH Group had no authorized or conditional capital as of 31 December 2021.
2.3 Changes in capital in the last three years
In the 2020 financial year the nominal value of the CPH Chemie + Papier Holding AG share was reduced from CHF 2.00 to CHF 0.20, with the reduction amount distributed to shareholders. This action reduced share capital from CHF 12 million to CHF 1.2 million (see Note 30.1, ‘Capital structure’ in the notes to the consolidated financial statements). There were no changes in capital in the 2019 or the 2021 financial years.
2.4 Shares and participation certificates
Every voting registered share entered in the company’s Share Register entitles its owner to one vote at the General Meeting. There are no transfer or voting right restrictions, except for those specified in Item 2.6 below. No participation certificates have been issued.
2.5 Dividend-right certificates
No dividend-right certificates have been issued.
2.6 Limitations on transferability
Acquirers of registered shares are entered into the Share Register by the Board of Directors as shareholders with voting rights at the shareholder’s request. The Board of Directors may refuse such entry, however, if the shareholder does not expressly declare that the shares concerned have been acquired in their own name and at their own expense, or if they make any false statement. No further restrictions on share transferability are stipulated in the Articles of Incorporation.
2.7 Convertible bonds and options
The CPH Group has no convertible bonds outstanding and has issued no options to any persons within or outside the Group.
3 Board of Directors
3.1 Members of the Board of Directors
The Board of Directors of CPH Chemie + Papier Holding AG comprises at least three members. No Board member is currently active with the company in an executive capacity or has been so in the last three years. As of 31 December 2021, the Board of Directors comprised six members. Dr. Mauro Gabella did not stand for re-election at the Ordinary General Meeting of 18 March 2021. The Meeting elected Dr. Claudine Mollenkopf in his stead.
The Board of Directors as of 31 December 2021 (from left): Tim Talaat, Christian Wipf, Peter Schaub, Kaspar W. Kelterborn, Claudine Mollenkopf and Manuel Werder.
3.2 Professional background and other activities and functions
Peter Schaub, lic. iur., attorney-at-law, born in 1960 and a Swiss national, has been Chairman of the Board of Directors since 2010. He has been a partner at Weber Schaub & Partner AG, tax and legal consultants, Zurich since 1994. Peter Schaub is Chairman of the Board of Directors of Scobag Privatbank AG, Basel, Chairman of the Board of Directors of Zindel Immo Holding AG, Chur, Chairman of the Board of Directors of Mobimo AG, Lucerne, Chairman of the Board of Directors of Swiss Industrial Finance AG, Zurich, Deputy Chairman of the Board of Directors of UBV Holding AG, Uetikon and a member of the Board of Directors of Rüegg Cheminée Holding AG, Zumikon. He serves as a member of the boards of directors of various further unlisted companies and as a trustee of various foundations.
He served as a tax commissioner at the Cantonal Tax Office, Zurich from 1990 to 1993 and as a junior associate at the Schellenberg Wittmer law firm, Zurich from 1987 to 1988.
Tim Talaat, MSEE and MBA, born in 1960 and a Swiss national, has been Deputy Chairman of the Board of Directors since 2015 and Chair of its Personnel & Compensation Committee since 2020. He is the majority shareholder and Chairman of the Board of Directors of Swiss Industrial Holding AG, Uetikon, Chairman of the Advisory Board of Single Holding GmbH, Hochdorf (Germany) and a member of the Board of Directors of Bachofen AG, Uster.
He served as CEO of Looser Holding AG, Arbon from 2009 to 2015, as Managing Partner at Swiss Industrial Finance AG, Pfäffikon SZ from 2007 to 2009, as CEO of SR Technics Switzerland from 2003 to 2007 and as a member of the SR Technics Group Executive Board, Zurich Airport from 1996 to 2003.
Kaspar W. Kelterborn
Kaspar W. Kelterborn, lic. oec. HSG, born in 1964 and a Swiss national, has been Chair of the Finance & Auditing Committee since 2015. He is a member of the Board of Directors of Suhner Holding AG, Brugg, a member of the Board of Directors of RUAG International Holding AG, Bern, a member of the Board of Directors of Wipf Holding AG, Brugg and a member of the Board of Directors of Valyo AG, Baden.
He served as CFO and a member of the Executive Committee of the Conzzeta Group, Zurich from 2006 to 2021 and as CFO and a member of the Executive Management of the Unaxis Group, Pfäffikon from 2002 to 2005, and held various leading executive functions in finance and controlling both in and outside Switzerland for the Clariant Group, Muttenz from 1996 to 2002.
Claudine Mollenkopf, Dr. rer. nat., born in 1966 and a German and French dual national, has been Senior Vice President and General Manager Silica at Evonik Operations GmbH, Essen since 2019.
She served as a member of the Executive Committee of Orion Engineered Carbons S.A., Luxembourg from 2011 to 2019 and as President of Orion Engineered Carbons France SAS, Berre l’Étang from 2018 to 2019; and she held various executive positions in the Evonik Group, most latterly General Manager Business Line Rubber/MRG Industries, between 1996 and 2010.
Manuel Werder, lic. iur. and LL.M., attorney-at-law, born in 1974 and a Swiss national, has been a partner at the Niederer Kraft Frey AG law firm in Zurich since 2015. He further serves as a member of the Board of Directors of UBV Holding AG, Uetikon, on the boards of directors of various further unlisted companies and as a trustee of several foundations.
He was a senior associate at Niederer Kraft Frey AG, Zurich from 2010 to 2015, served a secondment to Allende & Brea Abogados, Buenos Aires from 2007 to 2008, was an associate at Niederer Kraft Frey AG, Zurich from 2004 to 2007 and was a foreign associate at Fox Horan & Camerini LLP, New York from 2002 to 2004.
Christian Wipf, lic. oec. HSG, born in 1957 and a Swiss national, is Chairman and Delegate of the Board of Directors of Wipf Holding AG, Brugg and chairman of the boards of directors of various subsidiaries within the Wipf Group.
He served as CEO of the Wipf Group, Brugg from 1997 to 2020, as CEO of Wipf AG, Volketswil from 2001 to 2007 and as a member of Executive Management at Seetal Schaller AG, Brugg from 1991 to 1997, and held various executive functions at Philips AG, Zurich and at Philips Electronics Ltd, Montreal between 1982 and 1991.
3.3 Statutory provisions regarding the number of activities
permitted under VegüV Article 12, Paragraph 1, Section 1
Under Article 21 of the Articles of Incorporation of CPH Chemie + Papier Holding AG, members of the Board of Directors may hold up to 15 additional mandates, but no more than three such mandates may be at stock exchange-listed companies. Such calculations do not include:
- mandates at legal entities which control or are controlled by the company;
- mandates at associations, foundations or staff welfare institutions, of which every Board member may hold up to five;
- mandates at joint ventures in which the company is involved but which it does not control, of which every Board member may hold up to five.
A mandate is regarded as any activity performed by a member of the Board of Directors in the top management or administrative bodies of legal entities that are obliged to enter themselves in the Commercial Register (or a corresponding register abroad) and that neither control nor are controlled by the company. Mandates at multiple legal entities which are under common control are regarded as one single mandate. No member of the Board of Directors holds more than the maximum number of external mandates specified in the Articles of Incorporation.
3.4 Election and term of office
The dates of first election of the individual Board members are stated in 3.1 above. In accordance with Article 13 of the Articles of Incorporation of CPH Chemie + Papier Holding AG, Board members are elected individually by the Ordinary General Meeting to serve for a one-year period. They may be re-elected. A Board member’s mandate will end at the latest at the Ordinary General Meeting of the year in which their 70th birthday falls.
3.5 Internal organizational structure
The organization of the Board of Directors of CPH Chemie + Papier Holding AG is based on the law, the company’s Articles of Incorporation and its Organizational Regulations. The last two of these may be viewed (in German) on the CPH website at https://cph.ch/en/investors/documentation/ (under “Articles of incorporation, regulations and descriptions of duties”).
The Board of Directors meets as often as business demands, and at least five times a year. The Board is quorate as long as a majority of its members are present. Resolutions are passed by a simple majority of the votes cast. The Chairman also has a vote, and has a further casting vote in the event of a tie. The Board met eight times in 2021, for four full-day sessions, three half-day sessions and a two-day strategy meeting. Attendance was either in person or by video conference, in view of the coronavirus pandemic. All meetings were fully attended.
The Board’s strategy meeting is devoted to strategic issues and the medium-term development of the CPH Group and its divisions. The meeting is also attended by the entire Group Executive Management and – for specific topics – members of the Divisional Management teams.
The Chairman of the Board or their deputy convenes board meetings, chairs the discussions and ensures that appropriate minutes are kept thereof. The Chairman also represents the Board towards outside parties. The Chairman is the immediate superior of the Group CEO. Apart from the above, the Chairman has no special powers or authorities unless these are individually delegated to them by the Board or the urgency of a situation requires an immediate decision to be made.
The Board of Directors has created two permanent committees: Finance & Auditing and Personnel & Compensation. These committees each consist of at least three non-executive members of the Board of Directors. The members of the Finance & Auditing Committee meet at least three times a year, while the members of the Personnel & Compensation Committee meet at least twice a year. The committees take no decisions themselves: they primarily perform a preparatory and advisory function, helping the full Board in particular to conduct its meetings more efficiently and to take swift and well-founded decisions.
The Finance & Auditing Committee
The Finance & Auditing Committee consists of Kaspar W. Kelterborn (chair), Peter Schaub and Manuel Werder. The Group CEO and CFO also attend all committee meetings as permanent guests. The committee’s tasks comprise in particular:
- evaluating the Group’s financing and accounting systems in terms of their appropriateness, reliability and effectiveness
- examining the annual and half-yearly accounts and financial statements and other financial information intended for publication, and determining their guidelines, quality standards and content
- monitoring the assessment of corporate risks and the Group’s risk management practices
- monitoring the Group’s investment and hedging policies
- monitoring the Group’s Internal Control System and the effectiveness thereof
- monitoring the Group’s business activities in terms of their observance and implementation of board resolutions, company policy principles and directives and the relevant legal provisions, particularly those relating to stock exchange law
- assessing the work, performance, independence and remuneration of the external group and statutory auditors and making recommendations on the election of the same to the Board of Directors and the General Meeting, approving the auditing plan, processing audit reports and overseeing the adoption of the external auditors’ recommendations
- monitoring the Group’s real-estate strategy.
The committee met for three half-day deliberations and conducted one telephone conference in 2021. All meetings were fully attended.
The Personnel & Compensation Committee
The Personnel & Compensation Committee comprises Tim Talaat (chair), Claudine Mollenkopf, Peter Schaub (except for matters regarding his own compensation) and Christian Wipf. The Group CEO also attends all committee meetings as a permanent guest, unless his own compensation or other topics relating to him are being discussed. The committee’s tasks comprise in particular:
- devising guidelines for the CPH Group’s compensation and benefit policy (in particular the compensation principles for the Board and Group Executive Management) on behalf of the Board of Directors
- submitting proposals for the compensation of the Board of Directors to the full Board
- assessing the performance of the Group CEO and the further members of Group Executive Management and their achievement of their annual targets, and submitting corresponding proposals for the fixed and variable compensation of the same to the full Board of Directors
- monitoring the implementation of the CPH Group’s personnel and compensation policies along with groupwide salary developments
- making recommendations to the full Board of Directors on elections to its ranks and the appointment of a new Group CEO and/or further members of Group Executive Management, and on their terms and conditions of employment.
The committee met for three half-day deliberations in 2021. All meetings were fully attended.
3.6 Definition of areas of responsibility
In accordance with Article 716a of the Swiss Code of Obligations, the Board of Directors has certain non-transferrable and inalienable duties. The authorities of and the collaborations between the Board of Directors, its committees and Group Executive Management are laid down in the Organizational Regulations, which will be found (in German) at https://cph.ch/en/investors/documentation/ under ‘Articles of incorporation, regulations and descriptions of duties’.
The Board of Directors has the following group-level duties:
- to determine the Guiding Principles and general corporate policy
- to determine the group structure, group policy, group objectives and general group strategy and define the strategic growth areas
- to formulate targets for operational key performance indicators, financing policy and investment returns
- to assign resources and decide on the use of funds within the Group
- to appoint the boards of directors of subsidiary companies
- to approve strategic collaboration agreements concluded by group member companies among themselves or with other companies
- to decide on entry into or withdrawal from key business segments
- to appoint and dismiss members of Group Executive Management
- to exercise supervisory authority over the group’s management, particularly with regard to the observance of laws, the Articles of Incorporation, regulations and directives and the adoption of actions resolved
- to determine the remuneration principles for and the remuneration of the members of Group Executive Management
- to assess the risk management system and business risks.
For the business divisions, the Board of Directors has the following duties:
- to determine divisional objectives and divisional strategies
- to decide on the establishment or closure of operating sites and branch business operations.
The Chairman of the Board is in regular contact with the Group CEO to support them in their performance of their duties and their implementation of business strategy. The Board of Directors supervises Group Executive Management through structured reporting and controlling processes. The Board receives a comprehensive monthly written report on current business trends, financial results, market developments, emerging risks and other key events. The Group CEO also reports on the latest business trends and performance and all further issues of relevance to the Group at every Board meeting.
Being internationally active, the CPH Group is exposed to various financial and non-financial risks that are inseparably linked with its business activities. These risks are defined in the broadest sense as the danger that financial, operational or strategic objectives may not be achieved as planned. To ensure the Group’s long-term success, therefore, it is essential to effectively identify such risks, to analyze them and to eliminate or reduce them through appropriate steering and management actions.
Assessment of significant risks at the end of 2021
The significant risks identified for the CPH Group as of the end of 2021 included the COVID-19 pandemic and its impact on sales markets and demand, the changes to economic growth, political and economic uncertainties, Swiss franc/euro currency trends and paper price developments. Actions have been defined to reduce these and other risks, and such actions are being taken in close coordination with the strategic objectives of the Group and its three divisions.
Financial risk management (see table)
By virtue of its business activities, the CPH Group is particularly exposed to financial risks such as currency risks, credit risks, liquidity risks and interest rate risks. Its overarching risk management is focused on the unforeseeability of developments on the financial markets, and is geared to minimizing any potential negative impact thereof on the Group’s financial health. Risk management is performed by the Group’s Finance Department, in accordance with the guidelines approved by the Board of Directors. These specify the use of derivatives and the handling of currency risks, interest rate risks and credit risks. The Board’s guidelines are binding for all group member companies. The table below provides an overview of the financial risks, together with their description and their management.
Risk management organization
Financial and operational risk management are conducted within the Group in accordance with the principles and the guidelines laid down by the Board of Directors and Group Executive Management. The group and statutory auditors support the Board of Directors and its Finance & Auditing Committee by verifying the existence of the Group’s internal control system (ICS) in the course of their performance of their legal mandate.
Risk management principles
The Group’s risk management principles guide the regular assessment of operational and strategic business risks, the hedging of currency, interest rate, credit and liquidity risks and the internal control system (ICS). Guidelines have also been established for the management of liquid funds and for loan procurement activities.
The regularly identified and analyzed risks are summarized in an annual Risk Report which is submitted to the Board of Directors. The significant business risks are also defined in a detailed risk catalogue and a risk matrix, and are assessed in terms of their likelihood of occurrence and the scope of the damage they could cause. Insurance coverage is also annually appraised.
The Group’s risk management is reported on annually. Strategic and operational risks are recorded. Any extraordinary incidents are reported immediately to the Board of Directors. In the Board’s opinion, with the risk management established, the actions required have been taken to ensure the CPH Group’s future development, although the possibility can never be excluded of unforeseen risks arising as a result of special circumstances or uncertainties.
Financial risks overview
Group Executive Management as of 31 December 2021 (from left): Richard Unterhuber, Wolfgang Grimm, Peter Schildknecht, Klemens Gottstein and Alois Waldburg-Zeil. (Not pictured: Gerold Brütsch.)
4 Group Executive Management
4.1 Members of Group Executive Management
As of 31 December 2021 Group Executive Management comprised:
4.2 Professional background and other activities and functions
Peter Schildknecht, Dr. sc. techn., born in 1962 and a Swiss national, joined CPH in 2008 and has been Group CEO since 2009. He is a member of the Board of Directors of Renergia Zentralschweiz AG, Root, a member of the Board of Directors of Kowema AG, Rotkreuz, a member of the Board of Directors of Buss AG, Pratteln and Deputy Chairman of the Board of the Central Switzerland Chamber of Industry & Commerce (IHZ), Lucerne.
From 2001 to 2007 he was a member of Group Executive Management of Sarna Kunststoff Holding AG, Sarnen and led various group divisions, most latterly Sarnafil. From 1995 to 2001 he held various functions in the Von Roll Group, including CEO of Von Roll Betec AG and Head of Industrial Services and serving as a member of Executive Management at Von Roll Infratec Holding AG, Bern.
Richard Unterhuber, holder of an FH Diploma in Business Administration, Certified Management Accountant and MBA, born in 1967 and a Swiss and Italian national, served as Group CFO from joining CPH in 2016 to 31 December 2021.
From 2006 to 2016 he served as CFO and a member of Group Executive Management at the internationally active Multi-Contact AG industrial group, Allschwil. Prior to this he had held executive finance and controlling positions at various further industrial companies: he was Head of Shared Services and CFO of SCA Packaging Switzerland AG, Oftringen from 2001 to 2006, Chief Commercial Officer and a member of Executive Management at Sarnatech (Schweiz) AG, Triengen from 1998 to 2001, Business Controller at DCL Data Center Luzern AG, Lucerne from 1997 to 1998 and Head of Controlling at Swiss Post Aarau from 1995 to 1997.
Gerold Brütsch, B.Sc. in Business Administration, Swiss Certified Accountant and US Certified Public Accountant, born in 1966 and a Swiss national, has been a member of Group Executive Management since autumn 2021 and takes over as Group CFO on 1 January 2022.
He served as Group CFO, Deputy CEO and Head of the Corporate Center of Starrag Group Holding AG, Rorschacherberg between 2000 and 2021. Prior to this he was CFO in charge of finance, controlling, IT and administration at Müller Martini Bookbinding Systems, Felben- Wellhausen from 1997 to 1999; and he served as an audit and consulting manager with KPMG in Zurich and San Francisco from 1990 to 1997.
Alois Waldburg-Zeil, Dr. iur., born in 1963 and an Austrian national, joined the CPH Group as Head of Chemistry in 2010. He is a member of the Board of Directors of Canexis Pharma AG, Schlattingen.
Between 1997 and 2009 he held various management functions with the Süd-Chemie Group (which is now part of Clariant), including Head of the General Secretariat and Public Relations, Sales Manager EMEA, Global Financial Manager for Süd-Chemie Performance Packaging in Paris (France), CEO of Süd-Chemie UK in Manchester (UK) and CEO of Süd-Chemie Zeolites GmbH in Bitterfeld (Germany). Prior to this he served as an auditor with KPMG from 1993 to 1997.
Klemens Gottstein, industrial engineer, paper manufacturer and MBA, born in 1961 and a German national, joined the CPH Group as Head of Paper in 2012. He is also a member of the Board of EURO-GRAPH, the European Association of Graphic Paper Producers, Brussels.
Between 1989 and 2011 he held various functions at the Myllykoski Group including HR Director, General Manager of the Dachau and Ettringen works and Director of Business Development for Coated Papers. Most latterly he served as Executive Vice President Operations and a member of the Executive Management of Myllykoski Europe, with responsibility for its six European plants and Human Resources Europe.
Wolfgang Grimm, the holder of a Diploma in Business Administration, born in 1957 and a German national, joined the then Perlen Group as its Managing Director Packaging in 1998, and has been serving in his present position as the CPH Group’s Head of Packaging since 2003.
From 1995 to 1998 he served with Schüpbach AG, Burgdorf (Switzerland), most latterly as Vice President Sales Central Europe for Danisco Flexible Schüpbach AG; and from 1993 to 1995 he was Sales Director of VAW Europack Export GmbH, Teningen (Germany).
4.3 Statutory provisions regarding the number of activities
permitted under VegüV Article 12, Paragraph 1, Section 1
Under Article 21 of the Articles of Incorporation of CPH Chemie + Papier Holding AG, members of Group Executive Management may hold up to five additional mandates, but no more than one such mandate at a stock exchange-listed company. Such calculations do not include:
- mandates at legal entities which control or are controlled by the company;
- mandates at associations, foundations or staff welfare institutions, of which every Group Executive Management member may hold up to five;
- mandates at joint ventures in which the company is involved but which it does not control, of which every Group Executive Management member may hold up to five.
A mandate is regarded as any activity performed by a member of Group Executive Management in the top management or administrative bodies of legal entities that are obliged to enter themselves in the Commercial Register (or a corresponding register abroad) and that neither control nor are controlled by the company. Mandates at multiple legal entities which are under common control are regarded as one single mandate. No member of Group Executive Management holds more than the maximum number of external mandates specified in the Articles of Incorporation.
4.4 Management contracts
No management contracts have been concluded with companies or natural persons outside the CPH Group.
5 Compensation, shareholdings and loans
The compensation and shareholdings of the members of the Board of Directors and Group Executive Management, and the responsibilities and procedures for determining these, are specified in the Remuneration Report.
6 Shareholders’ rights
6.1 Voting right restrictions and representation
Every CPH Chemie + Papier Holding AG registered share entitles its holder to one vote at the General Meeting. There are no voting right restrictions.
In accordance with Article 9 of the Articles of Incorporation, any shareholder may be represented at a General Meeting by means of a written proxy issued either to another person or to the independent shareholders’ representative. The company’s shareholders may provide the independent shareholders’ representative with their proxy for any General Meeting, either in writing or via the Sherpany platform
6.2 Voting procedures
Unless otherwise required by law, the General Meeting passes its resolutions and conducts its elections by a majority of the votes cast. Abstentions, voting ballots submitted blank and invalid votes are not counted in the corresponding calculations. In accordance with Article 12 of the Articles of Incorporation, all such votes and elections are open, unless the meeting chair or any other attendee demands a secret ballot.
6.3 Convocation of the General Meeting
In accordance with Article 10 of the Articles of Incorporation, a General Meeting is convened by written letter to the shareholders or by announcement in the Schweizerisches Handelsamtsblatt (Swiss Official Gazette of Commerce). This invitation must be extended at least 20 days in advance of the meeting. The invitation will include the meeting agenda and the proposals and recommendations of the Board of Directors and of any shareholders who have demanded the convocation of a General Meeting or have submitted an agenda item (as permitted under Article 699, Paragraph 3 of the Swiss Code of Obligations).
6.4 Submission of agenda items
In accordance with Article 4 of the Articles of Incorporation, any request by a shareholder for an item to be included on a General Meeting agenda must be submitted to the Board of Directors in writing at least 60 days in advance of the meeting concerned. Subject to the special provisions relating to General Meetings at which all shareholders are represented in full, no resolution may be passed by a General Meeting on any matter which has not been communicated in this way.
6.5 Entry in the Share Register
In accordance with Article 9 of the Articles of Incorporation, all shareholders entitled to attend a General Meeting and exercise their share voting rights thereat must have been duly entered in the Share Register in advance of the General Meeting concerned by a cutoff date specified by the Board of Directors.
7 Change of control and defence measures
7.1 Obligation to make an offer
In accordance with Article 6 of the Articles of Incorporation, any acquirer of CPH shares whose total shareholding thereby exceeds a legally prescribed ownership threshold is not obliged to make a public takeover offer as specified in the Swiss Financial Market Infrastructure Act (‘opting-out’ clause).
7.2 Change-of-control clauses
There are no change-of-control clauses.
8.1 Duration of mandate and term of office of the auditor in charge
PricewaterhouseCoopers AG, Zurich, has been the statutory and group auditor of the CPH Group since 1971. Thomas Illi has been the auditor in charge since 2016. In accordance with Article 730a, Paragraph 2 of the Swiss Code of Obligations, a new auditor in charge is designated every seven years.
8.2 Auditing and other fees
The following auditing and other fees were paid in the 2020 and 2021 financial years:
Auditing fees are the amounts paid for the auditing services which are provided each year to give an opinion on the consolidated financial statements and to compile reports on the financial statements of group member companies required under applicable local law. Other fees are the amounts paid to audit companies for other services.
8.3 Information instruments pertaining to the external audit
The work, performance, independence and remuneration of the external auditors are assessed by the Finance & Auditing Committee, which approves the audit plan, processes the audit reports and oversees the adoption of the external auditors’ recommendations.
The Finance & Auditing Committee submits an annual report on these activities to the full Board of Directors. In 2021 representatives of the auditors attended all the meetings of the Finance & Auditing Committee for those agenda items which concerned them.
9 Information policy
9.1 Information tools
The CPH Group maintains an open communications culture towards its employees, its shareholders and the public. The Group publishes an Annual Report as of 31 December and a Half-Year Report as of 30 June. The printed Annual Report is sent directly to all shareholders. Copies can also be ordered at https://cph.ch/en/investors/documentation/ on the CPH website.
The official organ of publication for the CPH Group is the Schweizerisches Handelsamtsblatt (the Swiss Official Gazette of Commerce). Written company communications to shareholders as required by law are sent to the most recent address provided in the Share Register for the shareholder or their proxy for such communications.
The ‘Investors’ section of the CPH website at https://cph.ch/en/investors/ offers full information for shareholders and investors such as the calendar of coming financial events, key company figures and the current CPH share price. Contact details are also provided in the form of the email@example.com email address, via which further information about the CPH Group can be obtained. Interested parties can also register on the website at https://cph.ch/en/investors/ir-contacts to automatically receive CPH Group email communications. All the company’s ad-hoc announcements are made immediately available at https://cph.ch/en/media/ad-hoc-announcements-pursuant-to-art-53-lr/ and all further media releases issued are provided at https://cph.ch/en/media/media‑releases/ upon their publication. An analysts’ and media conference is also held for the publication of the Group’s annual results.
Information on the CPH Group’s three business divisions will be found on their individual zeochem.com, perlen.ch and perlenpackaging.com websites. The companies of the CPH Group also maintain their own LinkedIn social media profiles at:
9.2 Information for shareholders
The CPH share, which is listed on the SIX Swiss Exchange, closed at a price of CHF 61.00 on 30 December 2021, compared to CHF 72.60 at the end of the previous year. At –16.0%, the performance of the CPH share in 2021 was below that of the market in general, where the Swiss Performance Index Price (SPIX) rose 20.2%.
1) Based on consolidated financial statements and excluding minorities
2) Excluding (for 2018 and 2019) CHF 100 million fixed-term deposit of funds generated by bond issue of 12.10.2018, repaid 9.7.2019
3) For 2021: recommendation
9.3 Information for bondholders
CPH had a CHF 100 million corporate bond with a coupon of 2.00% and a maturity in October 2023 outstanding at the end of 2021. The bond, which is listed on the SIX Swiss Exchange, closed at CHF 101.91 on 29 December 2021, compared to CHF 103.00 at the end of the previous year.
9.4 Investor relations agenda
- 12 January 2022: Baader Helvea Swiss Equities Conference
- 22 February 2022: Publication of the 2021 Annual Report; media conference and investors’ meeting
- 17 March 2022: Ordinary General Meeting
- 21 July 2022 2022: Half-Year Report
- 13 September 2022: CPH Group Investors’ Day
- 3/4 November 2022: ZKB Swiss Equity Conference
- 21 February 2023: Publication of the 2022 Annual Report; media conference and investors’ meeting
- 14 March 2023: Ordinary General Meeting
9.5 Investor relations contact
Gerold Brütsch, CFO
CPH Chemie + Papier Holding AG
Phone: + 41 41 455 8000
10 General blackout periods
Members of the CPH Board of Directors and Group Executive Management and all CPH employees and external parties involved in the compilation and publication of the annual and half-year accounts and financial statements may not trade any securities whose value is significantly determined by developments in the CPH share price from 1 December at the latest and from 1 June at the latest before and until 48 hours after the publication of the financial results concerned. Special blackout periods may be additionally imposed for particular projects. The provisions of the ‘Regulations concerning disclosure of management transactions and prohibition of insider trading’, which are available (in German) for download on the CPH website at https://cph.ch/en/investors/documentation/ under ‘Articles of Incorporation, regulations and descriptions of duties’, shall also apply.