Various changes resulted at the General Meeting of Emmi AG following the entry into force of the “Ordinance against Excessive Remuneration in Listed Companies” on 1 January 2014. In accordance with the Ordinance, the total amount of remuneration as well as the partial revision of the Articles of Association were put to the vote. Shareholders were given the option of issuing instructions to the independent proxy electronically ahead of the General Meeting.
Konrad Graber, Chairman of the Board of Directors of Emmi AG, chaired the General Meeting at which all proposals of the Board of Directors were approved. The Annual Report, the Consolidated Financial Statements and the 2014 Financial Statements of Emmi AG were approved and the members of the Board of Directors discharged (agenda items 1 and 2).
The shareholders approved the distribution of a dividend (exempt from withholding tax) of CHF 3.80 per registered share (previous year: CHF 3.80) from the capital contribution reserves (agenda item 3). This will be distributed on 28 April 2015.
Approval of the total amount of remuneration
The partial revision of the Articles of Association for the purpose of adaptation to the Ordinance against Excessive Compensation as well as other adjustments (agenda item 4) were also approved, as was the total amount of remuneration (agenda item 5). Shareholders approved the maximum fixed remuneration of the Board of Directors and the Agricultural Council for the 2015 financial year, the maximum fixed remuneration of Group Management for the 2016 financial year and the variable remuneration of Group Management for financial year 2014.
The shareholders approved the proposals of the Board of Directors regarding all items concerning election to the Board of Directors (agenda item 6). All Board members were individually re-elected, with the exception of Hans Herzog, who did not stand for re-election. In his place, Franz Steiger was elected to the Board for the first time. Konrad Graber was also confirmed as the Chairman of the Board of Directors. The shareholders also approved the individual election of Konrad Graber, Stephan Baer and Thomas Oehen-Bühlmann to the Personnel and Compensation Committee.
The General Meeting voted on the appointment of the statutory auditor (as previously: KPMG AG, Lucerne) under agenda item 7 and of the independent proxy (as previously: Pascal Engelberger, lawyer, Burger & Müller, Lucerne) under agenda item 8, again in line with the proposals of the Board of Directors.
Confirmation of outlook for 2015
Konrad Graber, Chairman of Emmi’s Board of Directors, confirmed the outlook for 2015 first published in March: “The strong Swiss franc will have a big impact on the 2015 financial year. Emmi is doing everything in its power to ensure that Swiss dairy products continue to have sufficient sales potential in international markets. Nevertheless, some declines will be unavoidable.”
The company also confirmed its March forecasts and continues to expect markedly negative currency effects and a further organic decline in sales for the current year, as well as a fall in income.
2015 forecasts: Organic sales growth, income:
- Group: -3 % to -2 %
- Business division Switzerland: -3 % to -2 %
- Business division Americas: +3 % to +5 %
- Business division Europe: -6 % to -4 %
- EBIT: CHF 150 million to CHF 160 million
- Net profit margin: just under 3 %