corporate governance holcim

80 Corporate Governance

Swiss Code of Obligations. In order to enhance the clar￾ity of this chapter, reference is made to other parts of

the Annual Report and to our website (www.holcim.com).

An overview of the duties of the Audit Committee

and the Governance, Nomination & Compensation

Committee as well as the Regulations Governing

Organization and Operations is provided on pages

82 to 85 of this report.

Group structure and shareholders

Holcim Ltd is a holding company operating under the

laws of Switzerland for an indefinite period and with its

registered office in Rapperswil-Jona (Canton of St. Gallen,

Switzerland). It has direct and indirect interests in all the

companies listed on pages 180 to 182 of the Annual Report.

The management structure as at December 31, 2009 and

its changes during 2009 are described in this chapter.

The current organizational chart is shown on page 29.

The Group is basically organized by geographical regions.

Holcim has no mutual cross-holdings in any other listed

company, nor were any shareholders’ agreements or

other agreements regarding voting or holding of Holcim

shares concluded by Holcim.

Managing responsibly

Corporate governance puts the focus not only on

business risks and the company’s reputation, but also

on corporate social responsibility for all relevant

stakeholders. As a responsible enterprise, we recognize

the significance of effective corporate governance.

We show respect for society and the environment,

communicate in an open and transparent manner

and act in accordance with legal, corporate and

ethical guidelines. To underline this, a Code of Conduct

binding on the entire Group has been part of the

mission statement since 2004.

A number of aspects merit emphasis. According to

good governance principles at Holcim, the functions

of Chairman of the Board of Directors and CEO are

separate – a key element in ensuring a balanced

relationship between management and control.

With the exception of Markus Akermann, the CEO of

Holcim Ltd, all directors are independent within the

meaning of the Swiss Code of Best Practice for Corpo￾rate Governance. Since the introduction of a standard

registered share in 2003, the principle of“one share,

one vote”is valid.

The information published in this chapter conforms

to the Corporate Governance Directive of the SIX

Swiss Exchange (SIX) and the disclosure rules of the

Holcim has high standards when it comes to effective

corporate governance, thus ensuring responsible and

transparent company leadership and management geared

to long-term success. This is the only way to take into

consideration all the demands of our various stakeholder

groups, whether shareholders, creditors, customers, employees

or the local communities within which we operate.

Corporate Governance

81

More detailed information regarding business review,

Group structure and shareholders can be found on the

following pages of the Annual Report:

Capital structure

In 2003, the introduction of single registered shares

was a prerequisite to comply with international capi￾tal market requirements in terms of an open, trans￾parent and modern capital structure and considerably

enhanced attractiveness for institutional investors.

The share capital of Holcim Ltd is divided into the

following categories:

Share capital

The share capital is divided into 327,086,376 registered

shares of CHF 2 nominal value each. As at December

31, 2009, the nominal, fully paid-in share capital of

Holcim Ltd amounted to CHF 654,172,752.

Conditional share capital

The share capital may be raised by a nominal amount

of CHF 2,844,700 through the issuance of a maximum

of 1,422,350 fully paid-in registered shares, each with a

par value of CHF 2 (as at December 31, 2009). The con￾ditional capital may be used for exercising convertible

and/or option rights relating to bonds or similar debt

instruments of the company or one of its Group com￾panies. In the year under review, no conversion rights

have been exercised.

Authorized share capital/Certificates of participation

As at December 31, 2009, there was neither authorized

share capital nor were certificates of participation

outstanding.

Topic Page(s)

Business review

in the individual Group regions 54–79

Segment information 138–142

Principal companies 180–182

Information about

listed Group companies 35, 181

Important shareholders 196

Topic

Articles of Incorporation

Holcim Ltd www.holcim.com/corporate_governance

Code of Conduct www.holcim.com/corporate_governance

Changes in equity 194

Holcim Ltd www.holcim.com/equity

Detailed information Articles of Incorporation,

on conditional capital Art. 3bis

Key data per share 34–37, 170, 196–197

Rights pertaining Articles of Incorporation,

to the shares Art. 6, 9, 10

Regulations on 93–94

transferability of shares Articles of Incorporation,

and nominee registration Art. 4, 5

Warrants/options 168–169

Additional information can be found as follows: