Romande Energie Group
The following is an English translation of the original French text
“Gouvernement d’entreprise” The ofﬁcial French text is the only
authentic version recognized by Romande Energie Group.
1. Group structure and shareholders
2. Capital structure
3. Board of Directors
4. Executive Board
5. Compensation, shareholdings and loans
6. Shareholders’ voting rights
7. Changes in control and defence measures
9. Information policy
10. Report of the statutory auditor
2 Corporate governance Romande Energie Group 2010
The numbering system refers to the relevant chapters of the “Directive on Information relating
to Corporate Governance” issued by the SIX Swiss Exchange on 29 October 2008.
Romande Energie Group complies with the recommendations contained in the Swiss Code
of Best Practice for Corporate Governance.
1 Group structure and shareholders
1.1 – 1.1.1 1.3 Cross-shareholdings
Romande Energie Holding SA, which has its registered Romande Energie Holding SA has no cross-sharehold-
ofﬁce in Morges, Switzerland, is listed on the SIX Swiss ings. Nor is there any cross-representation on the
Exchange in Zurich (Security number 2.560.733, ISIN boards of directors of listed companies.
code CH 0025607331). It was established in 1901 under Alpiq Holding SA in Neuchâtel holds 10.53% of the
the name “Compagnie Vaudoise des Forces Motrices capital of Romande Energie Holding, Groupe E SA in
des Lacs de Joux et de l’Orbe” and was originally listed Fribourg 5.8%, Banque Cantonale Vaudoise in Lausanne
on the Lausanne Stock Exchange. Excluding holdings 3.54% and BKW FMB Energie AG in Bern 5.001%.
of own shares, its market capitalization amounted to Romande Energie Holding SA does not own any shares
CHF 1.674 billion at 31 December 2010. in these companies.
Romande Energie Holding SA is the holding company of
Romande Energie Group. It has no operating activities. It Further information:
is located at Rue de Lausanne 53 in CH-1110 Morges. Romande Energie SA has a shareholding of 28.72% in
Romande Energie SA, a subsidiary of Romande Energie EOS Holding SA, which owns 31.4% of Alpiq Holding
Holding SA, is the Group’s largest operating company. SA, which, as mentioned above, holds 10.53% of the
The Group focuses primarily on the production, distribu- capital of Romande Energie Holding SA. Guy Mustaki,
tion and sale of electricity. Chairman of the Board of Directors of Romande Energie
Holding SA, also chairs the board of EOS Holding SA
1.1.2 Romande Energie Holding SA is the only Group company and has a seat on the board of Alpiq. Jean-Yves Pidoux,
with a stock exchange listing (SIX). a director of Romande Energie Holding, also sits on the
board of EOS Holding in his capacity as a delegate of SI
1.1.3 Information on companies included in the scope of Lausanne, and is a board member of Alpiq Holding.
consolidation at 31 December 2010 can be found in Giovanni Leonardi, CEO of Alpiq, is a member of the
note 36 of the “Notes to the consolidated ﬁnancial Board of Romande Energie Holding.
statements” on page 44 of the 2010 Financial Review.
1.2 Major shareholders at 31 December 2010
Vaud Canton * 440 047 shares * 38.60%
Vaud municipalities * 161 145 shares * 14.14%
Banque Cantonale Vaudoise **, Lausanne 40 331 shares ** 3.54 %
Groupe Alpiq, Neuchâtel 119 994 shares 10.53 %
Groupe E SA, Fribourg 66 080 shares 5.80 %
BKW FMB Energie AG, Bern 57 019 shares 5.00 %
Romande Energie Group, Morges 42 174 shares 3.7 %
Tradeable shares 213 210 shares 18.69 %
Total 1 140 000 shares 100.00 %
* Parties to an agreement relating to reciprocal pre-emptive rights.
** Of which 9 900 shares covered by the agreement relating to reciprocal pre-emptive rights.
Corporate governance Romande Energie Group 2010 3
6 C O R P O R AT E G O V E R N A N C E
2 Capital structure
2.1 Capital “Five percent of the proﬁt for the ﬁnancial year shall be
The share capital amounts to CHF 28.5 million and is allocated to the general reserve until the reserve reaches
divided into 1 140 000 registered shares with a nominal twenty percent of the share capital. The following items
value of CHF 25 each. There is an authorized capital of shall also be allocated to this reserve even if it has
CHF 10.125 million. Romande Energie Holding SA has no reached the statutory limit:
conditional capital. 1. after payment of issuance costs, the proceeds of
All the shares are vested with the same ownership and shares issued that exceed the nominal value, inas-
voting rights. There are no transfer restrictions. much as they are not allocated to amortization or
2.2 Authorized and conditional capital 2. the balance of the payments made on cancelled
The Annual General Meeting of 21 May 2010 approved shares, less the loss that would have been incurred
an authorized capital of CHF 10.125 million, consisting ”
on shares issued in their stead.
of 405 000 registered shares with a nominal value
of CHF 25 each, for a period expiring 21 May 2012. Articles 671(2)(3) and 671(3) do not concern holding
companies and therefore do not apply.
Terms and conditions for subscription of authorized
capital Article 6 of the Articles of Association
restrictions and registration of
“ The Board of Directors shall decide the price and
paying-in method (payment in cash, by set-off, in kind or
• There are no transfer restrictions on registered shares.
by takeover of assets).
• Natural and legal persons are registered with no
The Board of Directors may exclude the pre-emptive
limitation on voting rights.
rights of shareholders and confer them on third parties
• Fiduciary registrations are entered without voting rights.
if the new shares are used for the acquisition of compa-
• General authorizations for registration are accepted.
nies, parts of companies, equity participations or new
• The Company does not print applications for
investment projects in the energy ﬁeld or related sectors,
or to ﬁnance such transactions, or for employee proﬁt-
• The Company no longer prints physical certiﬁcates.
sharing schemes. ”
• Nominee SIS (NS): with no entry in the share register.
There is no conditional capital.
• AREG-data compatible (electronic transmission).
The Articles of Association have been amended to comply
2.3 Changes in capital during the past three years
with the requirements of the Federal Act (Articles, Art. 5.)
on Book-Entry Securities, which entered into force early
2.4 - 2.5
Shares – participation and profit-sharing
2.6.2 - 2.6.4
certificates – dividends
Derogations during the financial year –
The capital consists of 1 140 000 shares with a nominal
admissibility of nominee registrations –
value of CHF 25 each. All the shares are vested with the
procedures and conditions pertaining to the
same ownership and voting rights. There are no participa-
lifting of restrictions and privileges under the
tion or proﬁt-sharing certiﬁcates.
Articles of Association
Dividends – allocation of net income The Articles of Association do not contain any speciﬁc
Net income may be freely allocated by the Annual Gen- provisions concerning these points.
eral Meeting subject to the provisions of Article 25 of the
Articles of Association, which partly incorporate Article 2.7 Convertible bonds and options
671 of the Code of Obligations. Romande Energie Holding SA has not issued any convert-
ible bonds or options.
Movements in shareholders’ equity Total
Share General Reserve Retained shareholders’
CHF 000 capital reserve for own shares earnings equity
Balance at 1 January 2008 28 500 5 859 15 268 243 153 292 780
Net income 148 833 148 833
Dividend paid -33 025 -33 025
Balance at 31 December 2008 28 500 5 859 15 268 358 961 408 588
Net income 87 998 87 998
Dividend paid -24 218 -24 218
Balance at 31 December 2009 28 500 5 859 15 268 422 741 472 368
Net income 128 041 128 041
Own-share purchases 4 581 -4 581 -
Dividend paid -35 226 -35 226
Balance at 31 December 2010 28 500 5 859 19 849 510 975 565 183
4 Corporate governance Romande Energie Group 2010
3 Board of Directors
The Board of Directors normally meets for half a day at least 3.3 Election and term of office
ﬁve times a year and each of its committees holds several The Board of Directors comprises eleven members, six
meetings a year, depending on the business at hand and the of whom are appointed by the Vaud Cantonal Govern-
recommendations to be submitted to the Board. ment. Of these six directors, two are drawn from the
In 2010, the Board held seven meetings lasting an average ranks of shareholding municipalities.
of three hours. The main focus of its work was on monitor- The other ﬁve members of the Board are elected to
ing business developments, formulating corporate strategy, ofﬁce by the General Meeting of Shareholders for a
examining complementary production opportunities and as- term of three years. They are eligible for re-election.
sessing the medium-term ﬁnancial outlook. There is no provision for staggered terms of ofﬁce or
Directors assiduously attend meetings of the Board as well for series of elections. Directors are required to step
as those of the committees to which they belong. down no later than at the General Meeting held in the
year in which they reach the age of 70.
3.1 - 3.2
Composition – qualifications and functions of
members of the Board of Directors
All Board members are Swiss citizens. They have no
executive management role within the companies of
Romande Energie Group and have not performed any
such role during the past three years.
3.1 - 3.2
Composition, activities, interdependencies
Year of In office of term
Name birth since of office Board functions Committee functions
Guy Mustaki * 1960 2005 (2013) Chairman Chairman, Strategy and Corporate Development
Wolfgang Martz 1954 2003 2012 Vice Chairman Chairman, Appointments and Human Resources
Laurent Ballif * 1951 2007 (2013) Director Member, Appointments and Human Resources
Christian Budry 1957 2003 2012 Director Chairman, Finance and Audit
Paola Ghillani * 1963 2009 (2012) Director Member, Finance and Audit
Bernard Grobéty 1950 2002 2012 Director Member, Finance and Audit
Antoine Lattion * 1946 1997 2011** Director Member, Finance and Audit
Giovanni Leonardi 1960 2008 2011 Director Member, Strategy and Corporate Development
Jean-Jacques Miauton 1951 1997 2012 Director Member, Appointments and Human Resources
Jean-Yves Pidoux * 1956 2007 (2013) Director Member, Appointments and Human Resources
Daniel Schmutz * 1943 1992 (2013) Director Member, Strategy and Corporate Development
* Director appointed by the Cantonal Government.
Expiry of term of office at the discretion of the Cantonal Government.
** Stepping down at the 2011 General Meeting.
Corporate governance Romande Energie Group 2010 5
6 C O R P O R AT E G O V E R N A N C E
another four years. He was appointed CEO of the Minoteries
Group in April 1990, a position which he occupied until 2005.
Mr Martz was president of the Montreux local council in 2007 .
He is vice chairman of the Swiss Employers’ Federation and
the Vaud Chamber of Commerce and Industry.
A member of the Board of Romande Energie Holding SA
since 2003, he became Vice Chairman in 2004 and chairs
the Appointments and Human Resources Committee. He
is invited to all the meetings of the Strategy and Corporate
In the electricity ﬁeld, Mr Martz is a Board member of
Romande Energie Commerce SA and EOS Holding SA,
He is chairman of the board of Construction SA in Yverdon-les-
Bains, vice chairman of the Bex Salt Mines, SOCIM (Société
Guy Mustaki, Chairman Cooperative Immobilière Montreux), Montreux, and CRPM
Guy Mustaki holds a doctorate in law from Lausanne Uni- Centre Romand de Promotion du Management, and a board
versity, and has been a member of the Bar and a practising member of Schenk Holding SA, Rolle, and the Vaud Cantonal
lawyer since 1991. He has been a professor at Lausanne Uni- Pension Plan.
versity since 1991, specializing in commercial law, corporate
law and corporate governance.
A member of the Board of Romande Energie Holding SA
since the 2005 Annual General Meeting, Mr Mustaki took
over the chairmanship on 19 May 2006. He also chairs the
Strategy and Corporate Development Committee.
In the electricity ﬁeld, Mr Mustaki is chairman of EOS Holding
SA, Lausanne. He is a board member of Alpiq Holding SA,
where he chairs the appointments and compensation com-
mittee. He is a director and member of the executive com-
mittee of Grande Dixence SA, Sion, and chairs the steering
committee for the new hydroelectric power plant project on
the Rhône at Bex-Massongex.
He sits on the board of Lausanne Palace SA and various
foundations, and is also a member of the Economic Council
of Vaud Canton.
Laurent Ballif holds a political science degree from Lausanne
University. He has a diploma in sports management from the
Swiss Graduate School of Public Administration (IDHEAP),
Lausanne, where he was one of the ﬁrst students to com-
plete this course of study.
Mr Baliff began his career as a journalist in Montreux and then
worked for nearly twenty years as a swimming instructor in
Vevey. After training to become a national coach, he went on
to play a leading role in this sport.
Mr Ballif has been active in politics since the mid-1980s, and
served as cantonal secretary of the Vaud Socialist Party for
seven years before working as secretary general of IDHEAP
from 1995 to 2000. He became a member of the Vaud
Cantonal Parliament in 1994 and was elected to the Vevey
municipal council in 2001. Since then he has devoted himself
Wolfgang Martz, Vice Chairman exclusively to his political duties. He was made mayor of
Wolfgang Martz holds a degree in agronomy from the Swiss Vevey in 2006.
Federal Institute of Technology in Zurich. He joined the Board of Romande Energie Holding SA in 2007 ,
After ﬁrst working in the development aid sector in Africa and is a member of the Appointments and Human Resources
for four years, Mr Martz was employed in the dairy division Committee.
of Nestlé (Nestec) for a further four years before becoming In the energy ﬁeld, Mr Ballif represented the shareholding
a partner in a management consultancy, where he spent municipalities on the board of Société électrique Vevey-
6 Corporate governance Romande Energie Group 2010
Montreux from 2006 to 2008 (the year in which Romande After starting her career at Ciba/Novartis and spending the
Energie Holding acquired all the shares of this company). It was ﬁrst part of her professional life with multinational companies,
in this capacity that the Vaud Cantonal Government ﬁrst appoint- Ms Ghillani became CEO of the Max Havelaar Foundation, a
ed him as a director of Romande Energie Holding SA. As mayor leading organization in the fair trade ﬁeld, in 1999. During the
of Vevey, he sits on the boards of several semi-public companies same period, she was a board member of FLO International
in connection with his administrative responsibilities. (Fair Trade Labelling Organizations), where she served as
chair from 2001 to 2005. On 1 September 2005, Ms Ghillani
established her own company, Paola Ghillani & Friends Ltd,
which advises on corporate strategy and management as
well as promoting and implementing sustainable develop-
ment and ethics in business. She was appointed to the Board
of Directors of Romande Energie Holding SA by the Vaud
Cantonal Government and is a member of the Finance and
Ms Ghillani is a director of various companies, including
Migros and Helvetia Holding AG, and also sits on committees
of experts in sustainable development funds.
Christian Budry is a graduate in economics and social sci-
ences from Fribourg University and a Swiss certiﬁed ac-
Mr Budry started his career with Ernst & Young SA as an
auditor. He was then made director of the audit department
for Western Switzerland before being appointed head of
“Manufacturing, Technology & Energy” for the Swiss market
(1983-2001). He has been CFO and a member of the execu-
tive committee of Bobst Group (Prilly, Vaud) since 2001.
Mr Budry joined the Board of Romande Energie Holding SA
in 2003 and has chaired the Finance and Audit Committee Bernard Grobéty
since 1 January 2005. Bernard Grobéty is a certiﬁed accountant.
He sits on the boards of various companies of Bobst Group. Mr Grobéty was deputy general manager in the ﬁnancial
Since 2005, he has also been a director of Publigroup SA, division of Vaudoise Assurances. He spent the greater part
Lausanne, where he chairs the audit committee. of his career with this company, which he joined in 1972
and left in mid-2009. Following his retirement from Vaudoise
Assurances, he has served as a company director.
Mr Grobéty has been on the Board of Romande Energie
Holding SA since 2002 and is a member of the Finance and
Audit Committee. He sits on the Board of Romande Energie
In addition to his work as a judge at the Lausanne District
Court, he is a director of the Fonds de Compensation de l’ VS
in Geneva, Hotela Assurances SA, Montreux, the Clinique de
la Source, Lausanne, and the Coopérative Romande de Cau-
tionnement CRC PME, Pully. He is also chairman of Loginco,
a housing cooperative in Lausanne.
Paola Ghillani holds a degree in pharmacy from Lausanne
University and completed her business training at the IMD
in Lausanne, with a diploma in International General Manage-
ment for Executives and the International Program in Board
Corporate governance Romande Energie Group 2010 7
6 C O R P O R AT E G O V E R N A N C E
In the electricity ﬁeld, Mr Lattion is chairman of Société
Electrique du Bas-Valais and a Board member of Romande
Energie Commerce SA. However, having reached the legal
retirement age, he wishes to relinquish his ofﬁces in the
electricity industry at the 2011 General Meetings.
Mr Lattion chairs the Lower Valais Regional Development
Association and the management committee of the Hôpital du
Chablais, in addition to serving on the boards of several Swiss
semi-public corporations, institutions and foundations.
At the same time as he retires from professional
life, Mr Lattion also wishes to step down from the
Board of Romande Energie Holding SA at the 2011
Annual General Meeting.
The Board would like to take this opportunity
Giovanni Leonardi to thank him most sincerely for the exceptional
Giovanni Leonardi is an electrical engineer and a graduate of contribution he has made to Romande Energie
the Swiss Federal Institute of Technology in Zurich. Group by virtue of his extensive know-how and
Mr Leonardi worked in various engineering ofﬁces before join- interpersonal skills, as well as for having been a
ing the Atel Group in1991, where he was made CEO in 2004. strong and efﬁcient link between the Group and
Following the merger of EOS Holding and Atel Holding, the the interests of Valais Canton in his capacity as
latter company became the Alpiq Group in January 2009. In chairman of Société Electrique du Bas-Valais.
addition to his role as CEO, Mr Leonardi is a board member
of several subsidiaries and afﬁliated companies of Alpiq. He
is chairman of Società Elettrica Sopracenerina in Locarno, and
a board member of Swisselectric in Bern.
Mr Leonardi joined the Board of Directors of Romande
Energie Holding SA at the 2008 Annual General Meeting and
is a member of the Strategy and Corporate Development
Jean-Jacques Miauton received a business education, spe-
cializing in steelworks in 1974.
Mr Miauton spent a large part of his career as manager of
the Miauton Group in Villeneuve and CRH Gétaz Holding
(formerly Gétaz Romang in Vevey). Since 2008, he has ac-
Antoine Lattion quired and developed a group of six companies specializing
Antoine Lattion received a business education. in micromechanics and subcontracting for the watchmaking
He has recently retired from his position as manager of the industry: Swiss Madeness Solutions Group SA. Mr Miauton
Collombey-Muraz branch of Banque Cantonale du Valais, is managing director and CEO of this group, which is located
which he joined in 1985. in La Chaux-de-Fonds.
He has been Prefect of Monthey since 2002. He joined the Board of Romande Energie Holding SA in
Mr Lattion was municipal secretary of Collombey-Muraz from 1997 and sits on the Appointments and Human Resources
1968 to 1977 administrative director from 1977 to 1985 and Committee. He has been a director of Romande Energie
president from 1985 to 2000. He was a member of the Valais Commerce SA since end-2007 .
Cantonal Parliament from 1977 to 1993. Mr Miauton chairs the Vaud-Valais Consultative Committee
He has been a member of the Board of Romande Energie of the Swiss National Bank and holds directorships at other
Holding SA since 1997 and sits on the Finance and Audit Swiss companies, including CDM Hôtels et Restaurants SA,
Committee. Lausanne, Décision SA, Ecublens, RAK Composites in the
United Arab Emirates, etc.
8 Corporate governance Romande Energie Group 2010
Mr Schmutz was deputy chair of political economy at the HEC
for two years, and worked for the Swiss Bureau of Statistics
in 1967-1968. He was secretary to the Vaud Fruit Producers’
Association (1968-1973) and the Vaud Federation of Health In-
surance Funds (1974-1981). During his 17 years as a member
of the Cantonal Government, he headed the departments of
ﬁnance, social welfare and public works. Since his retirement
from politics, he has held various other ofﬁces in semi-public
He joined the Board of Romande Energie Holding SA in 1992
and sits on the Strategy and Corporate Development Com-
In the electricity ﬁeld, Mr Schmutz has been a board member
of EOS Holding SA in Lausanne since 2001.
Jean-Yves Pidoux holds a doctorate in sociology and anthro-
pology from Lausanne University (UNIL).
Mr Pidoux was an associate professor at the UNlL Faculty of
Social and Political Sciences and also a member of the board
of Trustees and the Executive Committee of Pro Helvetia, the
Swiss Arts Council.
Mr Pidoux was a Lausanne local councillor from 1998 to 2006
and has been a member of the Vaud Cantonal Parliament
since 2002. He was put in charge of the City’s public utilities
department in 2006.
He has been a member of the Board of Romande Energie
Holding SA since the 2007 Annual General Meeting, and sits
on the Appointments and Human Resources Committee.
In his capacity as head of the Lausanne public utilities depart-
ment, Mr Pidoux is a board member of several companies in
which the City of Lausanne has a direct or indirect ﬁnancial Olivier Rapin, Board secretary (non-member)
interest; these include EOS Holding SA, Lausanne, Alpiq Olivier Rapin holds a law degree from Lausanne University.
Holding SA, Neuchâtel, Grande Dixence SA and, Forces After working as a lawyer for the Lausanne social security
motrices Hongrin-Léman SA, Château d’Oex, and Gaznat department and running the City’s labour inspectorate for
SA, Vevey. He is Lausanne’s representative on the Board of eight years, Mr Rapin was employed as corporate secretary
Directors of Romande Energie Commerce SA. by the Vaud Chamber of Commerce and Industry and Société
du Tunnel du Grand-St-Bernard from 1982 to 1985.
He joined CVE as head of general services and corporate
secretary in 1986, and has also been Secretary to the Board
of Romande Energie Holding SA since 1996. He is a director
of Enerbois SA and Romande Energie Commerce SA. He acts
as board secretary for these two companies.
Daniel Schmutz, a former member of the Vaud Cantonal
Government (1981-1998), has a business degree from the
Ecole des Hautes Etudes Commerciales (HEC) and a political
science degree from Lausanne University.
Corporate governance Romande Energie Group 2010 9
6 C O R P O R AT E G O V E R N A N C E
3.4 Board Committees • Risk management, particularly with respect to whole-
Under the by-laws, each committee is vested with a role, sale buying and selling of energy.
functions and responsibilities. The frequency of meet- • Proposals concerning closure of the accounts and the
ings is determined by the Board’s agenda. Committee draft for the ﬁnancial section of the annual report.
members receive the necessary documents in good time • Validation of the internal audit schedule.
for them to prepare the debates. In principle, the CEO • Any other subject area which the Board may assign
attends committee meetings, as do in-house or external to it.
experts who are called in to advise on particular points. The Committee, acting upon the recommendation of the
The committees have no decision-making powers (see Executive Board, approves the internal audit programme
exceptions under Appointments and Human Resources and reviews the reports submitted to it by the auditors.
Committee and section 3.5 below). The Committee may order other audits.
Strategy and Corporate Development Committee Appointments and Human Resources Committee
The Committee consists of the Chairman of the Board, The Committee has four members and normally meets
two members and the Vice Chairman, and normally four to six times a year (four times in 2010).
meets four to six times a year (six times in 2010). It is Meetings last for two hours on average.
chaired by the Chairman of the Board. The Committee is responsible for providing the Board
Meetings last for three hours on average. with recommendations and advice pertaining to:
The Committee is responsible for tracking new develop- • Members of the Board of Directors of Romande
ments and providing the Board with recommendations Energie Holding SA and its various committees, direc-
and advice in the following key areas: tors of subsidiaries and delegates to the boards of
• Group strategy for marketing, distribution and production. other companies and foundations.
• Electricity market and economic environment. • Appointment of Executive Board members.
• Alliances with other companies. • Job descriptions of the CEO and Executive Board
• Shareholder base. members.
• Relations with Vaud Canton and municipalities served • General staff remuneration policies.
by the Group. • General rules concerning annual pay rises.
• Any other subject area which the Board may assign to it. Furthermore, the Committee decides on the remunera-
In 2010, the main focus of the Committee’s work was on tion of Executive Board members in accordance with
studying the different alternatives for supplying electric- generally accepted practice and the principles adopted
ity, alone or through EOS Holding or Alpiq, and on com- by the Board of Directors, upon the recommendation of
pleting a revision of the Group’s strategy. the CEO. These decisions are subject to control by the
Board of Directors.
Finance and Audit Committee In 2010, the Committee drew up a code of conduct for
The Committee has four members and normally meets the Group.
four to six times a year (six times in 2010).
Meetings last for three hours on average. For special committee powers, see second paragraph of
The Committee is responsible for providing the Board section 3.5 below.
with recommendations and advice on the following is-
• Budget estimates, the budget and the medium-term
• Treasury management, cash ﬂow and the ﬁnancial
• Selection of external auditors, their terms of reference
and any special assignments entrusted to them. The
Committee may hold discussions directly with the
auditors. It analyses management letters, monitors
implementation of the measures adopted and submits
reports to the Board of Directors.
• Internal control and audit procedures.
10 Corporate governance Romande Energie Group 2010
3.5 Powers of the Board of Directors 3.6 Supervision of the Executive Board
and the Executive Board The Board of Directors is informed of current business
The Board of Directors derives its powers from Art. 716a trends at every meeting. Particular attention is paid to
of the Swiss Code of Obligations. It sets corporate policy the consolidated ﬁnancial statements and the accounts
and strategy, approves annual operating and investment of individual subsidiaries. Twice a year, the ﬁnancial
budgets, establishes ﬁnancial policy, deﬁnes risk policy statements are accompanied by a detailed projection of
– particularly with respect to the wholesale buying and estimated annual results. Reports on holdings in which
selling of energy – and is responsible for the creation Romande Energie has ﬁnancial interests, together with
or disposal of subsidiaries and the acquisition or sale of a risk management report covering all the Group’s
signiﬁcant shareholdings. activities, are also prepared for the Board of Directors
Furthermore, special decision-making authority is twice a year.
vested in an informal group of Board members. In order The Executive Board submits its action plans to the
that the Group can seize an opportunity without losing Board of Directors. These are the basic reference docu-
time, the following powers have been granted for strate- ments that are used by the Board of Directors to monitor
gic acquisitions and investments: Executive Board activities, supplemented with regular
• Up to CHF 10 million – a committee consisting of the information on the main projects undertaken by the
Chairman of the Board (who is also Chairman of the Executive Board and on the Group’s business develop-
Strategy and Corporate Development Committee), ments: revenues, margins by client segment, cash ﬂow,
the Vice Chairman of the Board (Chairman of the Ap- capital investment, guarantees and sureties, risks and
pointments and Human Resources Committee) and manpower levels.
the Chairman of the Finance and Audit Committee. Romande Energie Holding SA has an internal audit struc-
These transactions may not exceed CHF 30 million per ture in place to supplement the risk management func-
calendar year and are only authorized if the ﬁnancial tion. The internal auditor reports independently to the
situation so permits. Finance and Audit Committee. He attended four of the
• For amounts above CHF 10 million (or the annual ceiling Committee’s meetings in 2010. An internal audit charter
of CHF 30 million), the decision has to be approved by has been drawn up and is applied rigorously. It is based
the Board of Directors in accordance with the normal on international standards such as those issued by the
procedure. Institute of Internal Auditors and incorporates the main
The CEO is responsible for organizing and exercising precepts: “the audit helps the organization to accomplish
the powers of the Executive Board, in particular: making its objectives by bringing a systematic, disciplined ap-
recommendations on strategy, applying the principles of proach to evaluate and improve the effectiveness of risk
corporate policy and strategy, and implementing plans management, control and governance processes” .
and projects; deﬁning missions; managing the Company; Five internal audits were performed in 2010. Further
ensuring the achievement of objectives, the proﬁtability information can be found on page 18 of the 2010 Annual
and expansion of the Company’s business, and enhanc- Report (available in French only).
ing its reputation; preparing operating, investment and The Board of Directors is kept regularly informed of the
cash budgets; hiring and remuneration; representing the Group’s business developments and receives reports at
Company in its dealings with third parties; and organizing each of its meetings.
the ﬂow of information within and outside the Company. The minutes of Executive Board meetings are submit-
The CEO chairs the Management Committee, which ted to the Chairman and Vice Chairman of the Board of
consists of the members of the Executive Board plus Directors.
the Corporate Secretary (the Secretary to the Board of A daily press review is sent to each member of the Board
Directors) and the Head of Communications. of Directors.
The Chairman of the Board of Directors and the CEO With regard to risk management, a description of the pro-
maintain close contact with one another in order to coor- cedures adopted in this area can be found on page 18 of
dinate their actions and review ongoing business. the 2010 Annual Report, as mentioned above, and more
detailed information is provided in note 5 on pp. 17-19 of
the 2010 Financial Review.
Corporate governance Romande Energie Group 2010 11
6 C O R P O R AT E G O V E R N A N C E
4 Executive Board
The Executive Board, whose members are appointed by the Board of Directors, is made up as follows:
Name Role Year of birth With Group since
Pierre-Alain Urech CEO 1955 2004
Denis Matthey Finance, IT and Logistics Manager, 1958 2004
Jean-Pierre Mitard Manager of Romande Energie Commerce SA 1966 2000
Philippe Mueller Environment Manager 1970 2009
Claude Ruch Human Resources, 1947 2004
General Services and Security Manager
Yves Zumwald Distribution Manager 1967 2009
4.1 - 4.2
Qualifications and functions of members of the Executive Board
None of the senior managers act as consultants for major interest groups in Switzerland and/or abroad. All the members
of the Executive Board are Swiss citizens. None of them worked for the Group or any of its companies before their ap-
pointment to the Board.
Management Committee 2011
Pierre-Alain Urech, CEO
Pierre-Alain Urech holds an undergraduate civil engineering degree from the Swiss Federal Institute of Technology in Zurich
and a postgraduate degree from the Swiss Federal Institute of Technology in Lausanne. He has been CEO of Romande
Energie Group since 1 July 2004. Before joining the Group, Mr Urech had spent his entire career at Swiss Federal Railways
(CFF), where he occupied a variety of executive positions. He was in charge of the Rail 2000 project and headed the CFF
area management in Lausanne. He became a member of the management board in Bern in 1995, and was appointed
deputy chief executive ofﬁcer of CFF SA in 1999. He ran the infrastructure division for nine years, with overall responsibility
for the energy sector and hydroelectric plants, and was chairman or board member of numerous companies associated
with CFF the electricity business in Switzerland and railway operators in Europe. Mr Urech chairs the boards of Forces
motrices Hongrin-Léman SA, Château d’Oex, Société des Forces Motrices du Grand-St-Bernard SA, Bourg-St-Pierre,
Forces Motrices de l’ vançon, Bex, and Romande Energie Commerce SA. He is vice chairman of Cisel Informatique SA,
Matran, and Centrale Thermique de Vouvry SA, Vouvry. Mr Urech has been chairman of Société électrique Vevey-Montreux
since the Group purchased all this company’s shares in summer 2008. He is a board member of Hydro Exploitation SA,
Sion, and is also chairman of Regiogrid (an association of Swiss cantonal and regional distributors) and vice chairman of
the committee of AES (Association des Entreprises Electriques Suisses). In a private capacity, he sits on the board of
Télé Villars-Gryon SA; since 31 March 2011, he has also been a board member of RailCare AG, Härkingen, a rail transport
company owned by the COOP group.
Ph lippe M
Philippe Mueller e Zumw ld
Yves Zumwald Kar Deval
a val Pierre-Alain Ure
ierre A in
12 Corporate governance Romande Energie Group 2010
Denis Matthey, Finance, IT and Logistics Manager and Deputy CEO
Denis Matthey holds a business degree from the Ecole des Hautes Etudes Commerciales of Lausanne University and
is a Swiss certiﬁed accountant. He joined Romande Energie Group on 1 January 2004, and is CFO and Deputy CEO.
Mr Matthey started his career as an auditor with PWC Zurich and KPMG Geneva (1981-1987). He then occupied the post
of ﬁnancial and administrative manager at STS, a subsidiary of the Shipley Group based in Boston, from 1987 to 1990.
During this period he was made a director of STS, which designs and manufactures galvanoplastic equipment for the
IT industry. Between 1990 and 2002 he worked as ﬁnancial manager and then as CEO of the Matthey Group, a leading
European manufacturer of stainless steel pipes for the automotive industry, which was sold to the Arcelor Group in 2002.
Four years later Arcelor merged with the Mittal Group, creating the world’s largest steelmaker. Mr Matthey was ﬁnancial
manager of a business unit at Arcelor from 2002 to 2003. He is a member of the boards of Société Electrique du Bas-Valais
SA, Romande Energie Renouvelable SA (Vice Chairman), Forces Motrices du Grand-St-Bernard SA, neo technologies SA,
Lausanne (chairman), Cisel Informatique SA, Matran, Spontis SA, Granges-Paccot, and Romande Energie Commerce SA,
Morges. All these companies are related to Romande Energie Group.
Jean-Pierre Mitard, Manager of Romande Energie Commerce SA
Jean-Pierre Mitard holds an MBA from the Ecole des Hautes Etudes Commerciales (EDHEC), Lille, France, and has at-
tended the Executive Program at Stanford University in the United States. He has been Sales and Marketing Manager of
Romande Energie Group since 1 July 2000, and Manager of Romande Energie Commerce SA since its creation at the end
of 2007 Mr Mitard ﬁrst worked as a salesman in the French-speaking part of Switzerland in the ﬁeld of IT solutions, then
moved to Zurich to run the Swiss sales and marketing operation of a US computer manufacturer. Subsequently, he set up
and directed the marketing and product management function for business telecoms solutions at Lucent Technologies in
Brussels, with responsibility for Europe, the Middle East and Africa. He was appointed to the board of neo technologies SA
when the company was founded in January 2004, ﬁrst as chairman and founder, and subsequently as vice chairman. He
has been a director of Enerbois SA since its creation, and he also sits on the boards of Société Electrique du Bas-Valais,
Forces motrices Hongrin-Léman SA, Château d’Oex, and Energie Solaire SA, Sierre.
Philippe Mueller, Environment Business Unit Manager
Philippe Mueller holds a degree in geothermal engineering from the Lucerne University of Applied Sciences and Arts,
and a degree in economics and political science from Geneva University. Mr Mueller took up his duties as Manager of the
Environment Business Unit and member of the Executive Board of Romande Energie Group in January 2009. He began
his career in Pakistan before joining the Geneva-based ﬁrm RG Riedweg & Gendre SA as an engineering consultant. He
spent eight years with this company. In 2003, he moved to BKW FMB Energie SA in Bern, where he was head of projects
and analysis in the energy sector. Two years later, he was appointed head of contracting and new renewable energies. In
August 2007 Mr Mueller became COO and an executive board member of sol-E Suisse SA, a new energy company afﬁliated
to BKW FMB Group. He sits on the boards of Enerbois SA, Romande Energie Renouvelable SA (Chairman), Gazobois SA,
Cossonay, and Eneftech Innovation SA, Nyon.
Denis M e
Denis Matthey Jean-Pierre Mitard
Claude Ruch Olivier Rapin
Ol v ap
Corporate governance Romande Energie Group 2010 13
6 C O R P O R AT E G O V E R N A N C E
Claude Ruch, Human Resources, General Services and Security Manager
Claude Ruch obtained a Federal Proﬁciency Certiﬁcate as an ofﬁce clerk before going on to study ﬁnance (IMD), man-
agement control and human resources in Switzerland and abroad. He has been in charge of human resources, general
services and security at Romande Energie Group since 10 May 2004. Mr Ruch began his career at Swissair, where he
held various positions in the ﬁnancial department. He was ﬁrst based in Zurich, then spent 18 years in Europe and Asia
as a country ﬁnancial ofﬁcer before taking over responsibility for the Far East region in Hong Kong. After returning to
Switzerland, he worked as a management controller in Geneva, then switched to personnel management at the company’s
ofﬁces in Geneva and Zurich, where he was made vice president of human resources for the Group’s logistics division,
SAir Logistics. He left SAirGroup in 1999 and took up the post of human resources manager ﬁrst at DHL Switzerland,
then at McDonald’s Switzerland. Mr Ruch chairs the board of Efﬁtec SA, Morges, and is a director of Société Electrique
des Forces de l’ ubonne SA, Aubonne.
Yves Zumwald, Distribution Manager
Yves Zumwald has a Swiss Federal Proﬁciency Certiﬁcate as a ﬁtter/electrician, and holds a degree in electrical engineering
and a postgraduate degree in Economics and Management from the Swiss Federal Institute of Technology in Lausanne.
Mr Zumwald joined Romande Energie as Manager of the Distribution Business Unit on 1 September 2009. He is a mem-
ber of the Executive Board. From January 2005, he was head of infrastructures at EOS Réseau SA and a member of the
management committee of this subsidiary of Alpiq Group. Previously, he was National Electrical Design Manager at Orange
Communications after having spent more than seven years at OAS as an operating engineer.
Karin Devalte, Head of Communications, member of the management team
Olivier Rapin, Corporate Secretary, member of the management team
4.3 Management agreements
Romande Energie SA has not entered into any management agreements.
14 Corporate governance Romande Energie Group 2010
5 Compensation, shareholdings and loans
BOARD OF DIRECTORS
5.1 Under Art. 22 of the Articles of Association, the Board of At the 2011 Annual General Meeting of Shareholders,
Directors is empowered to set the remuneration of its Romande Energie Group will organize its ﬁrst consultative
members in accordance with generally accepted practice. vote on remuneration policy for members of the Board of
Board members receive a ﬁxed annual compensation Directors and the Executive Board.
(independent of the Group’s results) and fees for
their attendance at Board meetings. The absence of Emoluments in 2010 were as follows:
performance-linked remuneration is due, in particular, to
the composition of the Board, certain members of which Overall remuneration CHF
(including remuneration by other Group
are appointed by the public authorities. Directors do not companies (> 50%) where applicable 2010
receive lump-sum payments for representation expenses
but are reimbursed for actual expenses incurred. Guy Mustaki, Chairman 102 400
Remuneration is not set at any particular intervals. Pro- Wolfgang Martz, Vice Chairman 73 400
posals are submitted to the Board by the Appointments Laurent Ballif * 40 800
and Human Resources Committee, which bases its Christian Budry 48 000
decisions on usual practice in Switzerland. No distinction Paola Ghillani 43 200
is made between directors. A comparative study was Bernard Grobéty 53 400
commissioned from CEPEC (Centre d’Etude de Projets Antoine Lattion 66 600
Economiques), Lausanne, in 2010. The remuneration paid Giovanni Leonardi ** 42 000
by Romande Energie Group is clearly in line with custom- Jean-Jacques Miauton 51 500
ary business practice, and even considerably lower in Jean-Yves Pidoux * 52 800
Daniel Schmutz 43 200
relation to other listed companies of comparable size.
Attendance fees of CHF 600 per half-day meeting and Total 617 300
CHF 900 per full-day meeting have been increased to * Paid to Vaud Canton or the municipality represented.
CHF 1 200 and CHF 1 800 respectively with effect from ** Paid to Alpiq.
1 July 2010. This is the only change made to the 2009
compensation ﬁgures. These amounts are shown without social insurance costs
Directors receive an allowance of CHF 0.70 per kilometre (see note 8 on page 51 of the Financial Review).
for the distance covered between their place of work or The remuneration paid by third parties for ofﬁces held in
residence and the meeting venue. afﬁliated companies (Group shareholdings of less than
Fees may be paid to the Chairman, the Vice Chairman 50%) are not included in the above amounts.
and any other Board member for attendance at external
meetings or special preparatory meetings.
There are no directors’ proﬁt-sharing bonuses, and no
allotments of shares or other forms of proﬁt-sharing.
Total emoluments paid in 2010 by Romande Energie
Holding SA and its subsidiaries (see page 43, note 33
and page 51, notes 8 and 9 of the Financial Review) to
the eleven directors who held ofﬁce in that year were
CHF 656 000.
Emoluments in 2010 were as follows:
Annual compensation and fees en CHF
Chairman 70 000
Vice Chairman 37 500
Director 30 000
Chairman of a specialized committee
(on top of basic compensation) 6 000
Attendance fees since 1 July 2010:
- half-day meeting 1 200
- full-day meeting 1 800
These amounts are shown without social insurance costs
(see note 8 on page 51 of the Financial Review).
Corporate governance Romande Energie Group 2010 15
6 C O R P O R AT E G O V E R N A N C E
EXECUTIVE BOARD 1. Introduction
The success of Romande Energie Group largely depends
5.1 Report on the remuneration of on the abilities and commitment of its employees. As an
Executive Board members employer, we aim to set the standard for attracting, keep-
ing and motivating the most talented and outstanding
Total emoluments paid to the six members of the Execu- employees. We want to establish a direct and objective
tive Board in 2010 were as follows: relationship between remuneration policy, the ﬁnancial
results of the Group and its subsidiaries, and the indi-
CHF 2010 2009 vidual performance of employees.
Remuneration 2 251 225 2 001 677
Representation expenses 101 400 96 400 The Board of Directors has overall responsibility for estab-
Social security costs 458 371 438 618 lishing the principles of remuneration applied within the
Remuneration incl. costs 2 810 996 2 536 695 Group. It has delegated some of its powers in this area
*of which variable component 861 100 731 336 to the Appointments and Human Resources Committee,
which consists exclusively of non-executive directors.
This Committee monitors the application of established
The highest remuneration was received by Pierre- remuneration principles, examines the periodic propos-
Alain Urech, CEO: CHF 675 909 (CHF 613 009 in 2009) als relating to trends in overall remuneration and submits
+ representation expenses of CHF 18 000 (CHF 18 000) them to the Board, reviews the appropriateness of sala-
+ social security costs of CHF 134 345 (CHF 134 063). ries paid to Executive Board members, and determines
The variable component of this remuneration amounted such salaries. Remuneration practices in other compa-
to CHF 303 000 in 2010 and CHF 253 000 in 2009. nies serve as a basis of comparison. The last survey
was conducted in 2008, with comparisons drawn from a
selection of Western Swiss companies operating in the
energy, banking, insurance and industrial sectors.
3. Principles of remuneration for
Executive Board members
Since 2010, overall remuneration has consisted of the
• base salary,
• variable salary,
• share in Group proﬁts.
In 2009, remuneration was based on a ﬁxed salary, and a
variable component determined by the Company’s proﬁts
(EBITDA) and members’ individual performance.
a) Annual base salary
The annual base salary is the cornerstone of overall remu-
neration and also serves as a reference for determining
the variable salary.
Every year, the Appointments and Human Resources
Committee examines the possibility of increasing the
total annual payroll on the basis of economic criteria
and unchanged staff. Executive Board members receive
proportionally the same increase as that granted to all
the Group’s employees. Adjustments are made in terms
of members’ individual performance (role mastery) relat-
ing to leadership and management qualities as well as
technical and relationship skills.
16 Corporate governance Romande Energie Group 2010
b) Variable salary d) Other compensation
As is the case for all Romande Energie employees, the Representation expenses
variable component of remuneration is expressed as a Representation expenses take the form of a lump-sum
percentage of the annual base salary. The level of perfor- payment of CHF 1 250 per member per month (1 500 for
mance, which has a direct impact on the variable salary, the CEO). In return, members pay their recurrent out-of-
may be distributed as follows: pocket expenses themselves up to an amount of CHF 50
per day (CHF 75 for the CEO).
Share Level of Company cars
of variable performance Members are provided with a company car if they want
salary Minimum Maximum one, and they reimburse the Company for any private
Role mastery 30 % 60 % 120 % use of the vehicle.
Individual objectives 70 % 0% 150 %
Payments in connection with activities on boards of
Individual objectives are set at the start of the year and directors
are linked to the implementation of corporate strategy. All amounts (annual compensation and attendance fees)
Their evaluation at the end of the year reﬂects the extent received by members in connection with directorships
to which they have been achieved. are remitted in full to Romande Energie SA.
The target values for variable remuneration are shown
below. The level of performance may affect these values e) Retirement benefits
as follows (as % of the annual base salary): Management staff belong to the Fondation de prévoyance
Romande Energie pension scheme and receive beneﬁts
Minimum Target Maximum similar to those provided for all Group employees.
CEO 7.2 % 40.0 % 56.4 %
Members 5.4 % 30.0 % 42.3 % 5.5 Other benefits for members of the Board of
Directors and the Executive Board
Example: The achievement of individual objectives means
that the variable component of remuneration will be 70% Share ownership
of the annual base salary. Shares held by Group
The variable remuneration is paid in cash in the month of companies 42 174 shares 3.7 %
April following the reference year. Shares held by other
shareholders 1 097 826 shares 96.3 %
c) Share in Group profits Of which:
The share in Romande Energie Group proﬁts for all em- - Held by members of the
Board of Directors 24 shares < 1%
ployees is determined every year by the Board of Direc-
- Held by members of the
tors on the basis of EBITDA, to which are added ordinary Executive Board 32 shares < 1%
dividends on the Group’s shareholdings (EBITDA+).
• The method of calculating the total amount proposed There were no management transactions in 2010.
applies as soon as ordinary depreciation and amortiza-
tion are covered by EBITDA+. In principle, there is no No shares or stock options were granted to members of
payment below this level. The Board of Directors may the Board of Directors or the Executive Board during the
decide otherwise. 2010 ﬁnancial year.
• The maximum overall amount attributable to the six As in previous years, no beneﬁts in the form of options,
members of the Executive Board is CHF 520 000, i.e. additional fees, loans, waiving of repayments, or other
between 0 and 32% of the base salary. ﬁnancial beneﬁts or beneﬁts in kind were granted to
members of the Board of Directors or the Executive
In order that proﬁt-sharing should be seen from a long- Board, or to parties closely related to them in 2010.
term perspective, the total amount generated by EBITDA+ The company in which Mr Leonardi (Alpiq) is active holds
for the reference year is distributed as follows: shares of Romande Energie Group. Alpiq owns 119 994
• two-thirds of the amount is paid in full; shares, or 10.53% of the capital. The municipalities of
• one-third is paid on the average EBITDA+ for the Vevey and Lausanne, where Messrs Ballif and Pidoux
reference year and the two previous years (i.e. three exercise political functions, hold 13 320 and 16 474 shares
The amount is paid in cash in the month of April following
the reference year.
Corporate governance Romande Energie Group 2010 17
6 C O R P O R AT E G O V E R N A N C E
6 Shareholders’ voting rights
Each share entitles the holder to one vote. Shareholders may 6.3 - 6.4
be represented by another shareholder, a person designated Convening of meetings and agenda
by the Board of Directors, the independent representative or These are governed by law, but one or several share-
a third party. holders representing together no less than 5% of the
At the Annual General Meeting of Shareholders in 2010, share capital may also request the convening of a General
the Articles of Association were amended to comply with Meeting.
the Federal Act on Book-Entry Securities, which entered An ordinary General Meeting of Shareholders is con-
into force on 1 January 2010. At the end of the year 2010, vened by way of a notice published in the Swiss Ofﬁcial
Romande Energie Holding SA offered to pay the manage- Gazette of Commerce, at least twenty days prior to the
ment fees for shareholders who deposited their shares with appointed date, and by way of an individual notice to
SIX-SAG in Olten. shareholders entered in the share register. An advance
notice is published approximately three months before
6.1 Restrictions on voting rights and the date of the meeting.
representation One or several shareholders representing shares with
There are no restrictions on voting rights. an aggregate nominal value of 1 million francs or 5% of
the share capital may request that an item of business
6.2 Quorums and qualifying majorities be entered on the agenda. This request must be made
An absolute majority vote is required to pass resolutions, to the Board of Directors in writing no later than 30 days
except in the cases requiring a two-thirds majority pur- before the date of the Meeting, indicating the purpose
suant to Art. 704 (1) of the Swiss Code of Obligations. of the debates and the motions submitted.
Elections require an absolute majority of votes in the
ﬁrst round, and a relative majority in the second round. 6.5 Registration in the share register
For resolutions and elections, the Chair of the General Shareholders are required to register no later than 8-10
Meeting has the casting vote in the case of a tie. days before the appointed date in order to take part
in the Annual General Meeting or appoint a proxy. The
deadline for registration is shown in the ofﬁcial notice
convening the Meeting and in the individual notice sent
7 Changes in control and defence measures
7.1 Obligation to present an offer 7.2 Clauses relating to changes in control
This point is not covered in the Articles of Associa- There is no clause relating to this matter in the Articles of
tion. There is no opting-out or opting-up clause. There Association. Nor is there any agreement or programme
is a shareholders’ agreement between Vaud Canton, in favour of the members of the Board of Directors or the
Banque Cantonale Vaudoise and 128 Vaud municipalities Executive Board in such cases. The employment contract
conﬁrming reciprocal pre-emptive rights on their shares. of the CEO may be terminated upon 12 months’ notice
These shareholders hold 53.6% of the capital and voting for the end of each two-year period; the notice period for
rights. other senior managers is 6 months for any month-end.
18 Corporate governance Romande Energie Group 2010
8.1 Appointment and duties and supervision of the implementation or updating of
Ernst & Young SA are the independent auditors appointed accounting methods. This work also covers examining
by Romande Energie Group since the 1997 ﬁnancial year this corporate governance chapter and the preparation
(the previous auditors were Société Fiduciaire Lémano, of of auditors’ reports.
the same group). The auditor in charge, Serge Clément,
took up his duties in May 2008. The maximum rotation pe- 8.4 Supervision of external auditors
riod for lead auditors is seven years, as required by law. See under Finance and Audit Committee, Section 3.4.
8.2 - 8.3 The auditors are invited to every meeting of the Finance
Audit fees in 2010 and Audit Committee. In 2010, they attended two of
Their comments form the basis of action plans, and
Audit 278 500
the conclusions are all re-submitted to the Committee
Audit-related services 28 750
Tax consultancy 3 896
for veriﬁcation and control. The auditors’ work is totally
Consultancy in respect of transactions 36 378 independent of the Board of Directors and the Executive
Total 347 524 The auditors’ fees and services are also checked by the
Finance and Audit Committee, which submits a report to
Audit and audit-related services comprise the basic work the Board of Directors.
required each year to audit the accounts of individual The auditors offer all the guarantees of professional quali-
Group companies and the consolidated ﬁnancial state- ﬁcation required by a listed company. They have all the
ments of Romande Energie Group. They include services necessary resources available to fulﬁl their mission.
rendered by auditors in connection with pension plans
9 Information policy
Romande Energie Group pursues an open information policy A ﬁnancial calendar containing the publication dates for the
in keeping with its size and importance. The communication annual and interim ﬁnancial statements and the annual report,
measures adopted by the Group are designed to enhance as well as the date of the press conference, is posted on the
its credibility and public image. Particular care is also taken Group’s website early in the ﬁnancial year.
to ensure that executives are provided with timely and accu-
rate information to enable them to carry out their leadership The head of external and internal communications is
responsibilities. Ms Karin Devalte. She can be contacted at
Shareholders are kept informed of the basic aspects of the
Group’s business by the annual report, the half-yearly report Romande Energie SA,
and press releases. Sensitive data that may affect the share Rue de Lausanne 53,
price is disclosed on an ad hoc basis in accordance with the 1110 Morges 1,
relevant directives of the SIX Swiss Exchange. Switzerland,
Information is compiled by the executive communications on +41 21 802 95 67
service and the investor relations team. Information about and by e-mail: firstname.lastname@example.org.
the Group is also posted on the internet at www.romande-
energie.ch. The investor relations officer is Mr René Lauckner,
Ofﬁcial notices are published in the Swiss Ofﬁcial Gazette who can be reached
of Commerce; notices convening the Annual General Meet- on +41 21 802 95 24
ing are sent personally to shareholders entered in the share and by e-mail: email@example.com
The links to register for our push and pull services
for Group communications are:
Corporate governance Romande Energie Group 2010 19
10 Report of the statutory auditor
Ernst & Young Ltd
Place Chauderon 18
Phone +41 58 286 51 11
Fax +41 58 286 51 01
To the Board of Directors of
Romande Energie Holding SA, Morges
Lausanne, 25 March 2011
Review of Corporate Governance Disclosures
You engaged us to review the corporate governance disclosures of Romande Energie Holding
SA made pursuant to the Corporate Governance Directive of the SIX Swiss Exchange for the
period ended 31 December 2010. These disclosures are made in a separate section, on pages
46 to 63 of the annual report. The board of directors is responsible for the content of these
disclosures. Our responsibility is to issue a report based on our review.
A review, which provides less assurance than an audit, seeks to obtain moderate assurance
about whether the corporate governance disclosures are complete and free from material
misstatement. A review is limited primarily to inquiries of company personnel that partici-
pated in the preparation of the disclosures, to reviews of pertinent documents, and analytical
procedures related to the corporate governance disclosures. We have not performed an au-
dit, and, accordingly, we do not express an audit opinion.
Regarding the data for Chapter 5 (Compensations, shareholdings and loans) of the Corpo-
rate Governance Directive, we have also examined the information gathering processes. In
addition, we have requested a representation letter from the persons concerned.
In our opinion, the corporate governance disclosures comply with the formal requirements of
the Corporate Governance Directive. During our review, nothing has come to our attention
that causes us to believe that the disclosures are not complete or contain material misstate-
Ernst & Young Ltd
Serge Clément Christelle Sierro Fardel
Licensed audit expert Licensed audit expert
(Auditor in charge)
20 Corporate governance Romande Energie Group 2010
Romande Energie Group
Romande Energie SA
Rue de Lausanne 53
CH-1110 Morges 1
T +41 21 802 91 11
F +41 21 802 95 95