Corporate Governance
Corporate Governance
Corporate Governance is the entirety of all shareholders’ principles, which aim transparency and a balance of leadership and control on the highest management level, ensuring efficiency and decision competency.
Corporate Governance is the most significant for Datacolor. Our information comprises details about leadership and controlling on the highest management level. One of our main goals is to create transparency and thereof trust in our company.
Bylaws of Datacolor AG (Download Bylaws)
| I. Company name, registered office and objectArticle 1 A joint-stock company named Datacolor AG (Datacolor SA) (Datacolor Ltd.) has been established in accordance with the provisions of the Swiss Code of Obligations. | Company |
| Article 2 The Company has its registered office in Lucerne. | Registered office |
| Article 3 The Company’s object is to acquire, hold, manage and sell participations in other enterprises of any kind in Switzerland and abroad. The Company may provide services to the Group companies, in particular in the areas of management and financing. Furthermore, the Company is permitted both in Switzerland and abroad to establish subsidiaries, purchase, encumber and sell real property and generally engage in any business activity which is suitable for furthering its (the Company’s) object and the object of the Group companies. | Object |
| II. Share capital | |
| Article 4 The share capital amounts to CHF 168,044, divided into 168,044 registered shares with a nominal value of CHF 1 per share. The share capital is fully paid-up. | Share capital |
| Article 4a The share capital is increased by a maximum amount of CHF 4,580 by issuing no more than 4,580 registered shares with a nominal value of CHF 1 each. The increase takes place through the exercise of option rights granted to the members of the Board of Directors or the employees of the Company or its subsidiaries. Subscription rights for shareholders are excluded. | Conditional capital increase |
| Article 5 The Company issues its registered shares in the form of single-share certificates, global bearer certificates or securities rights. If legally possible, the Company is free to convert its shares issued in one of the above forms into another form, at any time and without the shareholders’ consent. The Company bears the cost of such a conversion. If registered shares are issued in the form of single-share certificates or global bearer certificates, they bear the signatures of two Board members. These signatures may be facsimiles. Shareholders are not entitled to request to have registered shares converted into another form than that in which they have been issued. Shareholders may, however, request the issue of an attestation of their own registered shares as shown in the share register. Securities held at an intermediary based on registered shares cannot be ceded. Such securities cannot be ceded as security, either. | Equities and Securities |
| Article 6 The Company keeps a share register in which the names and addresses of the owners and beneficial owners of registered shares are entered. No new entries are made in the share register during the 22 days before the General Meeting. | Share ledger |
| Article 7 Deleted. | |
| Article 8 Deleted | |
| III. Organization of the Company | |
| Article 9 The governing and executive bodies of the Company are: A. The General Meeting B. The Board of Directors C. The Auditors | Organization |
| A. THE GENERAL MEETING | |
| Article 10 The Ordinary General Meeting is held each year within six months of the end of the financial year. | Ordinary General Meeting |
| Article 11 Extraordinary General Meetings are held as and when required and in particular -at the request of the Auditors – at the written request of one or more shareholders accounting for a combined total of at least 1/10 of voting rights, any such request being required to state the items for discussion and the proposals. – In the cases provided for by the law or by these Bylaws. | Extraordinary General Meeting |
| Article 12 Deleted. | |
| Article 13 The General Meeting shall be convened by the Board of Directors. Shareholders shall be invited to attend by publication of a notice at least 20 days in advance of the date of the meeting. The notice convening the meeting must state the items to be discussed and the proposals tabled by the Board of Directors and by the shareholders who requested the meeting or who requested the inclusion of an item on the agenda. For information purposes, written invitations will also be sent to registered shareholders at the last address given to the Company. | Convening a General Meeting |
| Article 14 The General Meeting is chaired by the Chairman of the Board of Directors, or in his absence by the Deputy Chairman or another member of the Board of Directors. The Chairman appoints a minutes secretary, who signs the minutes jointly with the Chairman. The Chairman designates the necessary tellers. | Chairman, minutes |
| Article 15 Each share carries one vote. Each shareholder may have another shareholder represent him or her as a proxy. Unless he or she is the shareholder’s legal representative, such proxy must present documentary evidence of his or her appointment. To participate in the General Meeting, shareholders must produce an admission card bearing their name which will be issued on request in advance of the meeting on presentation of evidence of their shareholding. The Board of Directors will lay down more specific provisions concerning evidence of share ownership and the issuing of admission and voting cards. These provisions will be published with the invitation to the General Meeting. | Voting rights and representation |
| Article 16 The Company’s General Meeting has the following non-transferable powers: a)Stipulation and amendment of the Bylaws b)Election and dismissal of members of the Board of Directors and the Auditors c)Adoption of the annual report and the consolidated financial statement; d)Approval of the annual accounts and passing of resolutions on the appropriation of profits as shown on the balance sheet, in particular setting of the dividend; e)Discharge of the Board of Directors f)Passing of resolutions on matters reserved for the General Meeting by law or under the Bylaws. | Powers of the General Meeting |
| Article 17 Unless the law or these Bylaws specify otherwise, all elections and resolutions adopted by the General Meeting shall require an absolute majority of the votes cast, not counting blank or invalid votes. In the event of a tie, the Chairman shall have the casting vote. In a second ballot, elections will be decided by a relative majority of votes. | Resolutions |
| B. THE BOARD OF DIRECTORS | |
| Article 18 The General Meeting elects a Board of Directors comprising a minimum of three members. The term of office of the members of the Board of Directors is three years. New members elected to replace departing members before the end of their term of office will serve for the remainder of the term of office in question. | Number of members, term of office |
| Article 19 The Board of Directors constitutes itself and elects a Chairman and Deputy Chairman. It also appoints a secretary who need not be a member of the Board of Directors. The Board of Directors issues organizational regulations governing management. | Constitution |
| Article 20 The Board of Directors meets at the invitation of the Chairman. Any member of the Board of Directors may request that the Chairman convene a meeting immediately. The reasons for such a request must be stated. The Board of Directors has a quorum if at least half of its members are present; for resolutions which need to be publicly notarized, the presence of one member shall be deemed sufficient for such notarization. Resolutions of the Board of Directors are passed by a majority of the Board members present. In the event of a tie, the Chairman has the casting vote. Resolutions may be passed by way of circular letter provided no member requests deliberations. | Convening of meetings, resolutions |
| Article 21 The Board of Directors represents the Company externally and manages all Company activities unless responsibility for such activities has been transferred to another Company body in accordance with the law, the Bylaws or the regulations. In particular, the Board of Directors has the following non-transferable and inalienable duties: a)Exercising ultimate management authority and issuing the necessary directives; b)Establishing the organizational framework; c)Shaping accounting, financial controls and financial planning; d)Appointment and dismissal of those responsible for managing and representing the Company; e)Ultimate oversight of persons entrusted with senior management positions, specifically with regard to compliance with the law, the Bylaws, the regulations and directives; f)Producing the annual report, preparing for the General Meeting, executing the resolutions passed by the General Meeting; g)Notifying the courts in the event of the Company becoming overindebted. | Powers |
| Article 22 The Board of Directors is authorized to appoint committees from among its members to carry out the preparation and implementation of its resolutions or the monitoring of its business. At the same time, the Board of Directors must ensure that its members are provided with appropriate reports. The Board of Directors is also authorized to assign the management of the Company, in whole or in part to individual members or to third parties as specified in the organizational regulations. | Delegation |
| C. Auditors | |
| Article 23 Each year, the General Meeting shall appoint a natural person or legal entity to serve as auditors who meet the special professional qualification conditions laid down by Art. 727b of the Swiss Code of Obligations. The Auditors have the rights and duties defined by the law. | Election |
| IV. Financial year, business report, appropriation of retained earnings | |
| Article 24 The financial year begins on October 1 and ends on September 30. | Financial year |
| Article 25 The Board of Directors will produce a business report for each financial year, comprising the financial statements, the annual report and the consolidated financial statements. | Business report |
| Article 26 The General Meeting decides on the appropriation of retained earnings in accordance with the applicable legal requirements. | Appropriation of retained earnings |
| V. Dissolution, liquidation | |
| Article 27 The General Meeting may decide at any time to dissolve the Company in accordance with legal requirements either through liquidation or through merger with another company. In the absence of any resolutions to the contrary passed by the General Meeting, the liquidation will be carried out by the Board of Directors. | Dissolution, liquidation |
| VI. Announcements | |
| Article 28 The Company will publish its notices in the Swiss Official Gazette of Commerce (Schweizerisches Handelsamtsblatt). The Board of Directors may specify other official publications. | Official publication |
| Article 29 Notices to the registered shareholders shall also be given by letter. | Notices to registered shareholders |
Lucerne, January 13, 2011
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Werner Dubach Chairman 1943, CH Dipl. Ing. Chem. ETH Zurich, MBA Board Member Conzzeta AG, Zurich |
Board member since 1981 | Elected until AGM 2016 |
 |
Peter Beglinger 1945, CH Dr. iur. University Zurich, Board Member Würth Finance International B. V., NL |
Board member since 1992 | Elected until AGM 2014 |
 |
Hans Peter Wehrli 1952, CH Dr. oec. publ. University Zurich Prof. Faculty of Business Admin. Chairman of the Board Belimo Holding AG, Wetzikon; Chairman of the Board Swiss Prime Site AG, Olten |
Board member since 2001 | Elected until AGM 2015 |
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Fritz Gantert, 1958, CH Dr. sc. techn., Dipl. Masch.Ing. ETH Zurich |
Board member since 2004 | Elected until AGM 2016 |
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Anne Keller Dubach, 1956, CH MA in History, University Zürich, Head Corporate Citizenship, Swiss Re, Zürich, President Board of Trustees, Swiss Institute for Art Research, SIK-ISEA, Zürich |
Board member since 2012 | Elected until AGM 2015 |
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Albert Busch CEO 1967, NL/USA BS/MS in Electrical Engineering Masters of Industrial Management |
Since 2008 with Datacolor, since January 2009 CEO 1991-2008 NV Bekaert SA, management roles |
 |
Mark Leuchtmann CFO 1972, DE/CH Dr. rer. pol TU Munich Swiss Certified Accountant |
Since 2009 with Datacolor 2007 – 2009 Private Equity Fund, Director/Senior Investment Manager 2005 – 2007 Zurich Insurance Group, Head Financial & Transaction Analysis 1999 – 2005 PricewaterhouseCoopers, Manager |
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Brian Levey Sales and Support 1957, US BS in Chemistry |
Since 1996 with Datacolor 1984 – 1996 Beckmann Instruments, management roles |
 |
Tae Park Technology 1963, US BS in Electrical Engineering/Biomedical Engineering |
Since 2010 with Datacolor 2007 – 2010 Power Medical Interventions, Sr. VP of Engineering-Operations 2006 – 2007 Kovio, Inc., Program/IP Manager 1993 – 2006 Osirix Inc., CTO 1989 – 1933 Trans-Lite Inc., Director of Engineering 1985 – 1989 Charm Bioengineering, Sr. Biomedical Engineer |
 |
Ross McGovern Human Resources 1978, GB MSc in Human Resources Management, BS English and Politics |
Since 2012 with Datacolor 2001 – 2011 General Electric Company, management roles |
| Stock exchange information | |
| Expected dividend ex date (subject to approval by AGM) | January 14, 2013 |
| Listing | SIX Swiss Exchange (Zürich) |
| Security ID | 853 104 |
| ISIN | CH0008531045 |
| Reuters | DCN.S |
| Bloomberg | DCN |
| Investdata | DCN |
| Capital structure | 30. Sep 2012 | 30. Sep 2011 |
| Share capital in CHF | 168 044 | 168 044 |
| Conditional share capital in CHF | 4 580 | 4 580 |
| Number of registered shares | 168 044 | 168 044 |
| Nominal value per share in CHF | 1 | 1 |
| Registration restrictions | none | none |
| Voting restrictions | none | none |
| Opting out / opting up | none | none |
| Significant shareholders (in %) | 30. Sep 2012 | 30. Sep 2011 |
| Dubach family | 51.33% | 50.38% |
| Keller family | 16.72% | 16.72% |
| Corisol Holding AG | 7.72% | 7.72% |
| Shareholders by category (in %) | 30. Sep 2012 | 30. Sep 2011 |
| Significant shareholders | 75.77% | 74.82% |
| Private investors | 80.69% | 79.04% |
| Corporate investors | 19.31% | 20.96% |
| Non-registered shareholders | 2.76% | 3.33% |
| Share distribution | 30. Sep 2012 | 30. Sep 2011 |
| Number of registered shares | Number of shareholders | Number of shareholders |
| 1- 100 | 656 | 691 |
| 101- 1 000 | 18 | 16 |
| 1 001- 5 000 | 5 | 4 |
| 5 001- 10 000 | 0 | 0 |
| >10 000 | 4* | 4* |
| Total | 683 | 715 |
* including treasury shares of Datacolor AG
| Share price data in CHF | 2011/2012 | 2010/2011 |
| First trading day | 407.75 (06. Oct 2011) |
305.00 (01. Oct 2010) |
| Low | 356.00 (20. Feb 2012) |
305.00 (01. Oct 2010) |
| High | 420.00 (18. Apr 2012) |
444.00 (17. Dec 2010) |
| Last trading day | 393.25 (30. Sep 2012) |
390.75 (30. Sep 2011) |
| Average share price | 386.76 | 402.59 |
| Market capitalization in million as of 30. September | 66.1 | 65.7 |