Major shareholders and shareholder make-up
(as at 31 December 2012)
|Canton of Berne||44 290 504||55,75|
|Swiss Confederation||17 240 608||21,70|
|Non-voting shares||6 032 849||7.59|
|Private individuals and legal entities||5 048 681||6,36|
|Other cantons and communities||6 829 694||8,60|
|Total||79 442 336||100,0|
Annual General Meeting
The Annual General Meeting is the company's supreme decision-making body. Ordinarily, it is convened once a year, as a rule in late May/early June. Shareholders have to be invited 20 days in advance. Shareholders who are authorised to submit proposals of items to be placed on the agenda to the Board of Directors must do so 45 days before the AGM. Voting rights are determined on the basis of the share register as it stands 30 days in advance of an ordinary or extraordinary general meeting. Any notifications are duly made through the Swiss Commercial Gazette.
The functions and competencies of the AGM, as well as the shareholder participatory rights, are laid down in the Articles of Association of 23 June 2006. Both the Articles of Association and the Annual Reports can be downloaded from this website (in German only).
Board of Directors
The Board of Directors is made up of 9 members (2 representatives of corporations under public law, 7 elected by the AGM).
All the directors are non-executive, i.e. none of them is a member of the Executive Board of BLS AG or of one of the Group's companies. The members elected by the AGM are independent.
According to Company Law and Art. 21 of the Articles of Association, the Board of Directors is responsible for the overall direction of the company. It makes decisions concerning all the matters in hand which either the law or the Articles of Association do not expressly assign to another body. On the basis of the Articles of Association and in accordance with a set of organisational regulations, the Board delegates the immediate management of corporate business to the Executive Board. The Board of Directors has set up two standing committees for the preparation of particular business; these committees have no general decision-making competencies.
According to its job description, the Finance and Audit Committee deals in more depth with the following tasks that are in the Board's competence: processes in the fields of risk management, accounting and financial control; financial planning, budget, corporate and group accounts; issues of internal and external company and group audits in cooperation with the auditors; and specific business transactions with particular financial consequences.
According to its job description, the Remuneration Committee deals in more depth with the following tasks that are in the Board's competence: determination of individual annual objectives and cognisance of individual objectives achieved by the Executive Board, determination of the Executive Board's salaries and bonuses within the limits of the remuneration policy principles adopted by the Board of Directors, as well as preparation of the principles governing the recruitment of executive personnel for the attention of the Board of Directors.
The Executive Board is made up of the following members.
The members of the Executive Board
The members of the Executive Board are appointed by the Board of Directors. The Executive Board's objectives and their attainment are subjected to an annual assessment by the Board of Directors. The members of the Executive Board are not directors.
The Executive Board
The Executive Board, which is headed by the Chief Executive Officer, is responsible for the overall management of the company. Specific competencies and individual functions and powers are defined in a set of organisational rules. The Executive Board regularly reports to the Board of Directors about the course of business.
Representations in the management bodies of group companies
The following directors and executive officers represent BLS AG's group interests:
BLS Cargo AG
|Bernard Guillelmon, Chairman of the Board|
|Reto Baumgartner, member|
|Josef Küttel, member|
Dr. Dirk Stahl, CEO
BLS Netz AG
|Board of Directors BLS AG|
Executive Board of BLS AG
Thomas Müller, Vice-Chairman
|Bruno Wyssmüller, member|
BLS AG's registered shares with a nominal value of CHF 1.00 have been quoted on BX Berne eXchange since 30 June 2006 (securities no. 2588916).
Articles of Association (German only) (50kb)
|»||Annual Reports (in German only)|
Corporate and group auditors
The AGM of BLS AG appointed Ernst & Young AG in Berne as corporate and group auditors for BLS AG. The corporate and group auditors observe the rights and duties as provided by law.