Important proposals of the Board approved.
Following a detailed analysis and applying the restriction of transferability pursuant to article 4 of the articles of association, the Board of Directors of Sika decided to restrict the voting rights of the registered shares held by Schenker-Winkler Holding (SWH) at today's Annual General Meeting to 5% of all registered shares. Such restriction has been made in the company’s best interest in order to maintain the status quo until all controversial legal issues have been clarified in the course of the ordinary proceedings. More specifically, the voting rights of SWH were restricted for the following agenda items:
Votings on the re-election of Monika Ribar, Paul Hälg, Frits van Dijk, Daniel Sauter, Ulrich Suter and Christoph Tobler (agenda item 4.1)
Voting on the election of Jacques Bischoff as new Board member (agenda item 4.2)
Voting on the election of the Chairman of the Board of Directors (agenda item 4.3)
Voting on the re-election to the Nomination and Compensation Committee, with the exception of Urs Burkard (agenda item 4.4)
For all other agenda items, the voting rights of SWH were not restricted.
At the Annual General Meeting, the shareholders approved the important proposals of the Board and predominantly followed its recommendations. In particular, the following resolutions were adopted:
The annual financial statements and the consolidated financial statements for the business year 2015 were approved. The shareholders also voted in favor of the Board's proposal for a gross dividend of CHF 78.00 per bearer share and of CHF 13.00 per registered share – representing an 8.3% increase compared to the previous year's distribution.
Unlike Urs Burkard, Willy Leimer and Jürgen Tinggren, the independent Board members Monika Ribar, Paul Hälg, Frits van Dijk, Daniel Sauter, Ulrich Suter and Christoph Tobler were not granted discharge of their liability. The Group Management was granted discharge.
The shareholders re-elected all previous members of the Board of Directors as well as its Chairman Paul Hälg for another one-year term. Jacques Bischoff, the candidate proposed by SWH, was not elected to the Board. Therefore, the voting on his proposed election as Chairman became moot. Frits van Dijk, Urs Burkard and Daniel Sauter were re-elected to the Nomination and Compensation Committee. Further, the auditors, Ernst & Young AG, were re-elected. Contrary to the unanimous proposal of the Board of Directors, Dr. Max Brändli was not re-elected as independent proxy. With the votes of SWH, Mr Jost Windlin, Baar, was elected as new independent proxy.
In a non-binding consultative vote, the shareholders rejected the compensation report for 2015. Further, the shareholders did not approve the Board's compensation for the preceding term of office and its future compensation until the next Annual General Meeting, respectively. This will, however, not impact the Board’s commitment for the company. The future compensation proposed by the Board for the Group Management was approved.
The request of the shareholder group Cascade Investment L.L.C., Bill & Melinda Gates Foundation Trust, Fidelity Investments International and Columbia Threadneedle Investments regarding the extension of the terms of office of the appointed Special Experts until the Annual General Meeting 2020 was approved. In accordance with Swiss corporate law, the majority of capital (and not the votes) was decisive for this agenda item.
An additional request of SWH for the conduct of a special audit was rejected by the shareholders. For this agenda item, again, the majority of the capital (and not the votes) was decisive. The request was rejected by 72% of capital – a clear increase in rejecting votes compared to the Annual General Meeting 2015, where the request by SWH for the conduct of a special audit was rejected by 51% of capital.