The Board of Directors must convene the General Meeting at least 20 days prior to the date of the meeting by means of an announcement in the Swiss Commercial Gazette. The meeting can also be convened via unregistered or registered letter to all registered shareholders.
Shareholders representing shares with a par value of at leastCHF40,000 may request that an item be placed on the agenda. This request must be submitted to the Board of Directors at least 45 days prior to the General Meeting, stating the agenda item and the proposal.
Representation at the General Meeting
Shareholders may be represented at the General Meeting by another share- holder with voting rights who has a written power of attorney. Shareholders may also be represented by the corporate proxy, an independent voting proxy, or a cus- tody proxy (bank). Partnerships and legal entities may be represented by authorised signatories, minors and wards by their legaly representative, even if these persons are not shareholders. Shareholders who send a proxy may issue instructions regard- ing every agenda item and also motions not included in the invitation, stating whether they wish to vote for or against a motion or abstain. The corporate proxy only represents shareholders who approve the motions of the Board of Directors. Powers of attorney with instructions to vote otherwise will be passed on to the inde- pendent voting proxy. He approves the motions of the Board of Directors unless instructions to the contrary are expressly given.
Registrations
The voting shares entered in the register have voting rights in the General Meet- ing of Shareholders. Up to and including the 2006 financial year, the register always closed at least three days prior to the General Meeting of Shareholders. Sharehold- ers who registered their voting rights in the share register before it closed were enti- tled to vote. The share register was not closed before the General Meeting of Share- holders for 2007 on April 22, 2008. The shareholders who had registered their voting rights in the share register by 4 p.m. on April 18, 2008 were entitled to vote.
7 Clauses on changes of control
Obligatory offer
Provision is made in the TUGfor the Swiss Federal Government to hold the cap- ital and voting majority in Swisscom Ltd. A takeover bid within the meaning of the Federal Act on Stock Exchanges and Securities Trading (BEHG) would thus not be pos- sible without an amendment to the TUG. As a result, there are no regulations con- cerning “opting out” or “opting up” (BEHGArt. 22).
Clauses on takeover of control
For details of the clauses on takeover of control, please refer to the Chapter “Remuneartion Report” on page 116 of the Annual Report.
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8 AuditorsDuration of the mandate and term of office of the auditor in charge
Due to the revised auditing obligations for legal entities under Swiss private law, effective from January 1, 2008, Swisscom Ltd as a public company must now undergo a so-called ordinary audit, which must be carried out by a state supervised auditing company. The auditors appointed by the shareholders of the parent company are automatically and always responsible for auditing the consolidated annual financial statements. There is consequently no further need to appoint a special auditor for the consolidated annual financial statements.
The statutory auditors are appointed annually by the General Meeting. KPMGSwitzerland was the statutory and group auditor of Swisscom Ltd since January 1, 2004 through its subsidiary KPMGKlynveld Peat Marwick Goerdeler SA, Gümligen-Berne (Switzerland), which is registered with the American audit super- visory authorities (PCAOB). Since Swisscom American Depositary Shares have been delisted on the New York Stock Exchange and Swisscom Ltd deregistered by the American supervisory authorities “Securities Exchange Commission (SEC)”, the audit no longer has to be carried out by the subsidiary registered with the PCAOB. Since the General Meeting on April 22, 2008 the audit is performed by KPMG AG, Gümli- gen-Berne, Switzerland. This change has no effect on the performance of the audit. The auditor in charge of KPMG who is responsible for the auditing mandate, Hanspeter Stocker, has been in office since 2004. KPMG AGis a licensed state super- vised auditing company.
Auditing remuneration and additional remuneration
The remuneration for the auditing services provided by KPMG AG in 2008 amounted to CHF4,9 million. The remuneration for other audit services and non- audit services, especially for tax advice and other advisory services, in 2008 amounted to CHF2,6 million.
The Audit Committee of the Board of Directors considers the following services incompatible with the independence of the auditors and also reserves the right to exclude other services:
– Services giving rise to the risk that the auditors will audit their own work
– Bookkeeping and other services in connection with accounting or the annual finan- cial statements
– Valuation and assessment services, fairness opinions or expert reports on the valu- ation of contributions in kind
– Actuarial services
– Management tasks and personnel services – Financial services
– Outsourcing internal auditing
– Development and introduction of financial information systems
The statutory auditors are permitted to provide non-audit services, especially legal advice, provided the independence of the auditors is not threatened. Tax consultancy services are only permissible if this does not lead to an audit of own operations. In particular, the auditors may not advise or assist with the preparation of complex international structures for the purposes of tax optimisation which is to be assessed by the external auditors.
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