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3 Board of Directors
3.1 Members of the Board of Directors The Board of Directors of Swisscom Ltd currently comprises nine members, none of whom holds or has held an executive role within the Swisscom Group in any of the three business years prior to the period under review. The Board members have no significant commercial links with Swisscom Ltd or the Swisscom Group. The Swiss Confederation, represented on the Board by Hans Werder, owns a majority stake in Swisscom. Customer and supplier relationships exist between the Swiss Confederation and Swisscom. Details of th...
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Remuneration paid to the Board of Directors
Principles The remuneration system for the members of the Board of Directors is designed to attract and retain experienced and motivated people for the board of directors’ function. It also seeks to align the interests of the members of the Board of Directors with those of the shareholders. The remuneration reflects the level of responsibility and scope of activities performed by each member and is commensurate with the normal market remuneration for comparable functions. The remuneration is made up of a Director’s fee related to the member’...
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4 Group Executive Board
4.1 Members of the Group Executive Board In accordance with the Articles of Incorporation, the Group Executive Board must comprise one or more members who may not simultaneously be members of the Board of Directors of Swisscom Ltd. Temporary membership of the Board of Directors is only permitted in exceptional cases. Accordingly, the Board of Directors has delegated responsibility for overall executive management of Swisscom Ltd to the CEO. The CEO is entitled to delegate his powers to subordinates, in the first instance to other members ...
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Remuneration paid to the Group Executive Board
Principles The remuneration policy of Swisscom applicable to the Group Executive Board is designed to retain highly skilled and motivated specialists and executive staff over the long term and provide an incentive to achieve a lasting increase in the enterprise value. It is systematic, transparent and long-term oriented and is predicated on the following principles: Total remuneration is competitive and is in an appropriate relation to the market as well as the internal salary structure. Remuneration is based on performance in line with the res...
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Decision-making powers
Division of tasks between the Board of Directors and the Compensation Committee The Board of Directors approves the personnel and remuneration policy for the entire Group, as well as the general terms and conditions of employment for members of the Group Executive Board. It also defines the remuneration for each member of the Board of Directors and the CEO as well as the total remuneration for the Group Executive Board. The Compensation Committee handles business matters of the Board of Directors concerning remuneration, submits proposals to the Boar...
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Notes to the financial statements
1 General information The financial statements of Swisscom Ltd, the parent company of the Swisscom Group, comply with Swiss law. 2 Contingent liabilities At 31 December 2013, guarantees in favour of third parties for the account of Group companies amount to CHF 142 million (prior year: CHF 308 million). 3 Fire insurance values of property, plant and equipment The fire insurance values of property, plant and equipment correspond generally to their replacement value or fair value. 4 Amounts payable to pension funds As in the prior year, ther...
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Corporate responsibility governance and implementation
Embedded in the strategy The Board of Directors of Swisscom is committed to pursuing a strategy oriented on sustainability. The Board addresses economic, ecological and social issues in plenary sessions and in the various Board committees. Implementation of the strategy is delegated to the CEO Swisscom Ltd. The CEO can transfer powers and responsibilities to subordinate units and is supported in operational management by the members of the Group Executive Board. The Group Communications & Responsibility division is responsible for the implementat...
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Other remuneration
Additional remuneration The members of the Group Executive Board are not entitled to separate remuneration if they hold any Board of Director mandates either within or outside the Swisscom Group. With the exception of Hugo Gerber, who received remuneration for his mandate as a member of the Board of Directors of the Swisscom Group company Worklink AG, no other members of the Board of Directors or the Group Executive Board received any additional remuneration for mandates performed for Swisscom Ltd or any of its subsidiaries. Remuneration for fo...
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1 Corporate structure and shareholders
1.1 Group structure 1.1.1 Operational Group structure Swisscom Ltd is the holding company responsible for overall management of the Swisscom Group. It comprises six Group divisions: Group Business Steering, Group Strategy & Innovation (from 2014 Group Strategy & Board Services), Group Communications & Responsibility, Group Human Resources, Group Security and Group Participation Management (until end of 2013). Strategic and financial management of the autonomous Group companies, which are divided into three categories (strategic, impor...
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6 Shareholders’ participation rights
6.1 Voting rights and representation restrictions Each registered share entitles the holder to one vote. Voting rights can only be exercised if the shareholder is entered in the share register of Swisscom Ltd with voting rights. The Board of Directors may refuse to recognise an acquirer of shares as a shareholder or beneficial holder with voting rights if the latter’s total holding, when the new shares are added to any voting shares already registered in its name, would then exceed the limit of 5% of all registered shares entered in the commercial ...
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