Notices concerning Corporate Governance
MCH Group adheres to the provisions of relevance to corporate governance in the valid legislation, in the directives issued by the SIX Swiss Exchange and in the rules of conduct contained in the Swiss Code of Best Practice. The company's basic fundaments – namely its Statutes and Regulations and also its information and control instruments – include all the essential principles to ensure that the management, supervision and transparency of the company are in accordance with good corporate governance.
MCH Group differs on one key point from many other companies quoted on the SIX Swiss Exchange. Under the terms of its Statutes, the listed holding company MCH Group Ltd. is a joint stock company with the participation of public sector entities as per Art. 762 of the Swiss Code of Obligations. According to § 22 of the Statutes of 21.12.2020, the Canton of Basel-Stadt and the Canton and City of Zurich are entitled to delegate a total of three representatives to the Board of Directors.
SWISS-CUSTOM
Reporting
MCH Group bases its corporate governance reporting on the SIX Swiss Exchange’s Corporate Governance Directive. Notes concerning the explicitly required information:
1. Group structure and shareholders
- Annual Report | Group
- Annual Report | Shareholders
- Financial Report | Notes to the Group Account | Investments in subsidiaries
2. Capital structure
- Annual Report | Shareholders
- Financial Report | Group Account | Development of Consolidated Shareholders' Equity
3. Board of Directors
Executive Board (Management)
Compensation, shareholdings and loans
- Remuneration Report | Board of Directors
- Annual Report | Board of Directors | Shareholdings
- Remuneration Report | Executive Board
- Annual Report | Executive Board | Shareholdings
6. Shareholder participation rights
7. Changes of control and defence measures
- No specific contractual agreements going beyond § 5 and 5a of the Statutes exist at MCH Group Ltd. against a hostile takeover. Under the terms of § 5a of the Statutes of 21.12.2020, Lupa Systems LLC is exempt from the obligation to make a takeover bid if its shareholding exceeds 33 1/3 % but is not more than 49 %.
