Holcim Ltd Annual General Meeting

06.04.2003
 

Jona


Attended by 876 shareholders, the Holcim Ltd Annual General Meeting approved all submitted proposals by a large majority. Shareholders approved the proposal to introduce a standard registered share. Andreas von Planta and Dieter Spälti were
elected to the Board of Directors. New Chairman of the Board is
Rolf Soiron. Holcim remains on course in operational terms for
the current year.

Some 876 shareholders, representing around 67 percent of voting equity capital, attended the 91st Annual General Meeting of Holcim Ltd. They approved all of the Board of Directors' proposals by a large majority.

The main item on the agenda was the introduction of a standard registered share and the attendant changes to the company's articles of association. This represents an important step toward Holcim becoming a public joint stock company. By simplifying the structure of capital and voting rights, and abolishing the opt-out clause and waiver of percentage transfer restrictions, all Holcim Ltd shareholders will enjoy equal status according to the "one share - one vote" principle. The share capital of Holcim Ltd now comprises 201,184,829 registered shares at a par value of CHF 2 each.

Under the Elections to the Board of Directors item, Dr. Andreas von Planta, attorney-at-law and Managing Partner at Lenz & Staehelin, was appointed to succeed Dr. Peter Kurer. Another new election to the Board was Dr. Dieter Spälti, Managing Partner of Spectrum Value Management Ltd.The end of this year's Annual General Meeting marked the beginning of Dr. Rolf Soiron's term of office as Chairman of the Board of Directors of Holcim Ltd. He succeeds Dr. Willy Kissling, who had led the Board's activities ad interim. Dr. Kissling remains Deputy Chairman.

As proposed by the Board of Directors, an unchanged gross dividend of CHF 5 per bearer share and CHF 1 per registered share will be paid for the 2002 financial year. The dividend will be paid as of 10 June 2003.In his Chairman's address, Kissling emphasized corporate governance issues. He said that Holcim welcomed the tough new requirements for listed companies because they were in response to justified public concerns. Holcim, he continued, had instituted a number of measures to strengthen corporate governance. For example, the offices of Chairman of the Board of Directors and CEO were separated at the beginning of 2002 to ensure a system of checks and balances. In addition, the majority of members of the Board of Directors are independent.

Another important step was the creation of a Nomination & Compensation Committee, and an Audit Committee. Over the past year, these committees introduced a "Performance Compensation Concept" consistent with Holcim's objectives, and streamlined the audit process in line with best practice. Kissling also stated that Holcim was one of the first industrial companies in Switzerland to introduce a rigorous risk management framework. An independent audit process has commenced for the financial holding and operational Group companies, with both reporting directly to the Chairman of the Board of Directors. Kissling went on to say that proper competitive behavior, and compliance with regulatory provisions, was another element of best practice. The Board of Directors and Executive Committee of Holcim Ltd thus decided in March 2003 to introduce a Group-wide policy and issue the necessary guidelines. This will harmonize and strengthen the local rules and regulations Group companies have previously operated under.

During his speech, Kissling also took the opportunity to praise the almost 20 years of chairmanship of Dr. h.c. Thomas Schmidheiny. "Under the leadership of Thomas Schmidheiny, Holcim experienced strong growth and, without doubt, is one of the leading cement companies in the world today," he said.

CEO Markus Akermann used the occasion of the Annual General Meeting to present Holcim's prospects for the 2003 financial year as a whole. He confirmed that forecasts published in March 2003 still apply. Akermann expects an increase in operational output in Europe and a modest improvement in North America in local currency terms. Assuming the economic climate remains unchanged, Latin America should also report a sound operating result in local currency, while the African and Asian markets will continue to account for a growing proportion of Group earnings. Holcim thus remains on course in operational terms for the current year. According to Akermann, there are nonetheless factors beyond Holcim's control which might affect 2003 results. These include uncertainties surrounding economic growth in the USA and the market climate in Germany, as well as currency movements, he said.

With majority and minority interests in more than 70 countries on all continents, Holcim is one of the world's leading suppliers of cement, as well as aggregates (gravel and sand), concrete and construction-related services.

This media release is also available in German and French.

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