As the successor to outgoing Chairman Hans Hess, who is stepping down after 14 years, the shareholders elected Heinz Kundert as a new member and as Chairman of the Board of Directors of Comet Holding AG. The number of “yes” votes cast for Heinz Kundert was 50.61%, versus 50.32% “yes” votes cast for Prof. Dr. Christoph Kutter. Patrick Jany was elected as a new member of the Board, taking the place of Lucas Grolimund, who is also stepping down. As well, the shareholders elected Prof. Dr. Christoph Kutter to the Board as its seventh member.
The existing Board members Rolf Huber, Gian-Luca Bona, Mariel Hoch and Franz Richter were re-elected. In addition, Dr. iur. Mariel Hoch and Rolf Huber were again elected as members of the Compensation Committee for the term ending at the conclusion of the next Annual Shareholder Meeting.
Furthermore, Ernst & Young AG was re-elected as the external audit firm for fiscal year 2019 and Patrick Glauser, Fiduria AG, Berne, was re-elected as independent proxy until including the 2020 Annual Shareholder Meeting.
Amendments to the Bylaws
The Shareholder Meeting approved the amendment of section 9 para. 4 of the Bylaws. As a result, one or more shareholders who together represent at least 3% of the capital stock may have business placed on the meeting agenda. As well, the submission deadline for requests to place business on the agenda was shortened from 45 to 35 days before the meeting date.
The proposed amendment of section 8 para. 3 of the Bylaws regarding the 10% minimum threshold for calling a Special Shareholder Meeting was rejected, as the Board of Directors had recommended. The minimum threshold for calling a Special Shareholder Meeting thus remains at 10%.
Compensation of the Board of Directors and Executive Committee
The shareholders approved the compensation of the Board of Directors for the coming term of office, the fixed compensation of the Executive Committee for fiscal year 2020 and the variable compensation of the Executive Committee for fiscal year 2018.
The Board’s proposal to approve the 2018 compensation report in a consultative vote was accepted.
The management report and the separate and consolidated financial statements for 2018 were approved by the Shareholder Meeting. The shareholders discharged the Board of Directors and Executive Committee from liability for fiscal year 2018. The retained earnings of CHF 106.4 million were carried forward. The distribution from the distributable paid-in capital reserve of CHF 1.00 per entitled registered share and the distribution of CHF 0.20 per share from retained earnings were approved as proposed by the Board of Directors. The combined amount will be disbursed on May 2, 2019.
“At today’s Shareholder Meeting, the shareholders had the opportunity to choose whom to appoint as the new Chairman of the Board,” says outgoing Chairman Hans Hess. “Two candidates were available for selection. In a democratic decision, the majority of shareholders voted for Heinz Kundert. Both candidates will join the Board of Directors. I congratulate Heinz Kundert on his election and wish him and the other members of the new Board every success in their work.”
The next Annual Shareholder Meeting of Comet Holding AG will be held on April 23, 2020 in the Berne region.