Holcim Ltd General Meeting

24 May 2002

Representing around 40 percent of the voting share capital, the 814 shareholders present at the 90th Annual General Meeting of Holcim Ltd held at Zurich's Kongresshaus approved all motions by a clear majority. Key proposals included the creation of conditional capital through the issue of a maximum of 1 million new bearer shares to be paid up in full and the election to the Board of successors to former Vice Chairman Anton E. Schrafl and Angelo Pozzi who have decided to step down for reasons of age. CEO Markus Akermann and Peter Küpfer, certified accountant and independent business consultant, were newly elected to the Board. Willy Kissling was appointed Vice Chairman; he has been a member of the Board since 1997. In accordance with the proposal put forward by the Board of Directors, an unchanged dividend of CHF 5 per bearer share and CHF 1 per registered share will be paid as from May 29, 2002.


The 814 shareholders present approved all motions by a clear majority. CEO Markus Akermann and Peter Küpfer were newly elected to the Board of Directors. Thomas Schmidheiny remains Chairman of the Board of Directors and Willy Kissling was newly appointed Vice Chairman. The entire Board was confirmed in office for the period to the 2005 General Meeting and Ernst & Young were elected statutory and Group auditors. Shareholders also voted in favor of the creation of further conditional capital. The Group responds to more stringent corporate governance requirements. Willy Kissling is to head the newly formed Nomination & Compensation Committee and Peter Küpfer will chair the Audit Committee. Total remuneration paid to senior executive management was disclosed for the first time for 2001.

In his comments Chairman Thomas Schmidheiny dealt with various aspects of corporate governance. In response to the increased importance accorded to corporate governance, in particular at an international level, the Board of Directors of Holcim Ltd has decided to establish an Audit Committee and a Nomination & Compensation Committee. It was announced at the General Meeting that the Audit Committee would comprise Board members Peter Küpfer (chair), Rolf Soiron and Peter G. Wodtke. The Nomination & Compensation Committee will be made up of Willy Kissling (head), Erich Hunziker and Thomas Schmidheiny. In this connection, the Chairman of the Board also referred to compensation packages. Total payments to the 26 most senior executives of Holcim Ltd (Executive Committee, Area Managers, Heads of Functions and Services) amounted to CHF 19.8 million in 2001. Remuneration for the 10 Board members totaled CHF 0.9 million. Shareholders were also informed that on May 15 commissioning was successfully started at the new Portland plant operated by Holcim (US) following protracted repairs to the preheater tower. The US Group company is therefore expected to post improved results in the second half of 2002. In Thailand, negotiations on the acquisition of a majority of TPI Polene's share capital by Group company Siam City Cement are making good progress. The Creditors Steering Committee has approved the debt restructuring plan submitted by Siam City Cement. The plan now requires the formal creditors' approval. Holcim is confident that the transaction can be completed before the end of the current year. With majority and minority interests in over 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.

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