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Corporate Governance Corporate Governance Commitment to Openness and Transparency

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Corporate Governance Corporate Governance Commitment to Openness and Transparency SIKA BUSINESS YEAR 2018WWW.SIKA.COM/ANNUALREPORT SIKA ANNUAL REPORT 2018 1 CORPORATE GOVERNANCE CORPORATE GOVERNANCE COMMITMENT TO OPENNESS AND TRANSPARENCY Creating transparency is the highest objective under the supervision of the Board of Directors. The organiza- of good corporate governance. This provides tional structures are presented on pages 53 to 58 of the down- information on structures and processes, areas load version of this report (available at https://www.sika.com/ of responsibility and decision procedures, as en/group/Publications/annual_reports01.html). well as rights and obligations of various As of the balance sheet date of December 31, 2018, Sika had stakeholders. Reporting at Sika follows the SIX received notification of four significant shareholders whose vot- Swiss Exchange guidelines. ing rights exceed 3%: (1) Compagnie de Saint-Gobain which held 10.75% of all voting rights via Schenker-Winkler Holding AG. (2) BlackRock, Inc. which held 7.7% of all voting rights. (3) Wil- liam H. Gates III and Melinda French Gates who held 5.3% of all GROUP STRUCTURE AND SHAREHOLDERS voting rights via Cascade Investment L.L.C. and Bill & Melinda Gates Foundation Trust. (4) Massachusetts Financial Services Sika AG, headquartered in Baar, is the only listed company of the Company which held 3.03% of all voting rights. A list of changes Sika Group. Sika AG’s shares are listed on SIX Swiss Exchange in significant shareholdings reported to the Disclosure Office of under Swiss security no. 41879292. Information on Sika AG’s SIX Swiss Exchange during the year under review can be found market capitalization can be found on page 9 of the download at https://www.six-exchange-regulation.com/en/home/publi- version of this report (available at https://www.sika.com/en/ cations/significant-shareholders.html. group/Publications/annual_reports01.html). In the year under review, the Sika Group encompassed unlisted subsidiaries in 101 There are no cross-shareholdings exceeding 3%, either in terms countries. 175 companies are included in the scope of consolida- of capital or votes. tion. Companies of which Sika holds 50% or less of the voting rights are not consolidated. These are namely Condensil SARL, CAPITAL STRUCTURE France; Part GmbH in Germany; Sarna Granol AG, Switzerland, as well as Hayashi-Sika Automotive Ltd., Chemical Sangyo Ltd., As of December 31, 2018, the outstanding share capital totaled and Seven Tech Co. Ltd. in Japan. Detailed information on the CHF 1,417,811.60 and was divided into 141,781,160 registered shares, Group companies can be found on page 136 et seqq. of the each with a nominal value of CHF 0.01. One share represents one download version of this report (available at https://www.sika. vote in the General Meeting. In addition, there is a maximum com/en/group/Publications/annual_reports01.html). amount of CHF 155,893.20 in conditional capital (which represents 11.0% of the outstanding share capital as of December 31, 2018), Sika conducts its worldwide activities according to countries unrestricted in time, comprising 15,589,320 registered shares with that have been classed into regions with areawide managerial a nominal value of CHF 0.01 each. These shares are reserved for the functions. The heads of the regions are members of Group exercise of option or conversion rights. The shareholders’ subscrip- Management. The regional and national management teams tion rights are excluded. Further information on the conditional bear full profit and loss responsibility, and – based on the Group capital can be found in art. 2 para. 4 of the Sika Articles of Associa- strategy – set country-specific growth and sustainability tar- tion (available at https://www.sika.com/en/group/investors/cor- gets, and allocate resources. porate-governance/articles-of-association.html). Sika AG does not have an authorized capital. Furthermore, Sika has geared its internal organization towards seven target markets, from the construction industry or from Sika has not issued any participation certificates, dividend right cer- industrial manufacturing. These target markets are represented tificates, or stock options. by two members of Group Management, as well as in the re- gional management teams and the national subsidiaries. The Option plans do not exist for members of the Board of Directors, relevant managers are responsible for the definition and launch Group Management, or employees. Changes in the share capital, of new products, the implementation of best demonstrated reserves, and retained earnings during the last five years are posted practices, and the product-line policies for Group products, i.e. on page 144 et seqq. of the download version of this report (avail- those offered worldwide, rather than only in one particular able at https://www.sika.com/en/group/Publications/annual_ country. reports 01.html). The heads of the central Finance and Research and Develop- The purchase of Sika registered shares is open to all l egal persons ment departments are likewise members of Group Manage- and individuals. Nominees, i.e. shareholders who acquire shares in ment, which consists of eight members. All Group business is their own name but on the account of third parties, are registered consolidated in Sika AG, the holding company, which itself is as shareholders without voting rights. SIKA ANNUAL REPORT 2018 Corporate Governance 63 CONVERTIBLE BONDS Board of Directors can be found in art. 8.1 of the Sika Articles of Association (available at https://www.sika.com/en/group/in- As of December 31, 2018, Sika AG had a convertible bond listed vestors/corporate-governance/articles-of-association.html). on the SIX Swiss Exchange (security no.: 41‘399‘024, ISIN: CH0413990240, ticker: SIK185) outstanding with a total out- The Board of Directors of Sika AG currently consists of seven standing nominal amount of CHF 1,650,000,000. members. None of the members of the Board of Directors was a member of Group Management or the executive management Principal Current Current Maturity Interest of a Sika Group company during the three preceding business Amount Conversion Conversion Date years. None of the members of the Board of Directors has a sig- Ratio Price nificant business connection with Sika AG or any of the Sika Nominal value 105.06525 CHF 190.3579 5.6.2025 0.15% paya- Group companies. The Board of Directors convenes at the Chair- of CHF 20‘000 registered ble annually each shares with a on June 5 man’s request as often as business demands. Meetings are nominal value generally held every one to two months. In the business year of CHF 0.01 2018, the Board of Directors met fifteen times. The meetings lasted between four and six hours. When conversion rights are exercised, new or existing shares of ATTENDANCE OF INDIVIDUAL BOARD MEMBERS the company may – at Sika AG‘s discretion – be delivered. The respective number of registered shares of the company to be Board Member Number of meetings attended delivered upon conversion correspond to 6.11% of the outstan- Paul Hälg 15 of 15 ding registered shares as of December 31, 2018. As of December Daniel J. Sauter 15 of 15 31, 2018, none of the convertible bonds have been converted into shares. Sika AG may call the bonds at any time: Frits van Dijk 14 of 15 – after the settlement date at the net principal amount, if less Monika Ribar 14 of 15 than 15% of the aggregate principal amount of the bonds are Ulrich W. Suter 14 of 15 outstanding at the time of the notice; – on or after the 21st calendar day after the 5th anniversary of Christoph Tobler 14 of 15 the settlement date at the relevant net principal amount, if Justin M. Howell (as of June 11, 2018) 7 of 15 the VWAP of the Sika AG‘s shares is at least 130% of the Jürgen Tinggren (until May 10, 2018) 5 of 15 conversion price on at least 20 out of 30 consecutive trading Willi K. Leimer (until May 10, 2018) 5 of 15 days. Urs F. Burkard (until May 10, 2018) 5 of 15 Further information on the convertible bond can be found on page 119 of the download version of this report (available at https://www.sika.com/en/group/Publications/annual_re- The Chief Executive Officer (CEO) participates in the meetings of ports01.html). the Board of Directors in an advisory capacity. The other mem- bers of Group Management take part as necessary, but at least BOARD OF DIRECTORS three times per year, also in an advisory capacity. Company of- ficers report regularly and comprehensively to the Chairman The Board of Directors is Sika’s highest governing body and is concerning implementation of decisions of the Board of Direc- mainly responsible for the: tors. – Definition of the corporate mission statement and corporate policies The CEO, as well as the Chief Financial Officer (CFO), report to – Decisions on corporate strategy and organizational structure the Board of Directors in writing on the development of busi- – Appointment and dismissal of members of Group Manage- ness at least once per month. Extraordinary events are reported ment immediately to the Chairman of the Board of Directors or the – Structuring of finances and accounting Audit Committee, insofar as such events relate to the latter’s – Establishment of medium-term planning as well as the an- area of responsibility. The Internal Audit staff report to the nual and investment budgets. Chairman of the Board of Directors, as well as the Audit Com- mittee, within the scope of the review schedule. The members of the Board of Directors are elected by the Annual General Meeting for a term of office of one year. They Information regarding the number of permitted mandates of can be reelected.
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