Changes of control and defensive measures Auditors

Changes of control and defensive measures

The mandatory offer requirement under Swiss securities law applies, since the Articles of Association do not include any provision in this regard. Contracts of employment for members of the Executive Board do not contain any clauses pertaining to change of control. Repower does not provide a "golden parachute" for senior management. There are no long-term contractual commitments with members of the Board of Directors or the Executive Board. No severance payments have been agreed.


Since 1996, PricewaterhouseCoopers based in Chur, Switzerland, has been appointed annually by the Annual General Meeting as the statutory auditors and Group auditors. The auditor-in-charge, Beat Inauen, has been responsible for the mandate since 2010. PricewaterhouseCoopers was paid a total fee of TCHF 1,340 for their auditing services for the Group and TCHF 839 for other consulting services. The fees for other consulting services comprise the following: TCHF 470 for tax consulting, TCHF 229 for project-related consulting and TCHF 140 for other consulting services such as transfer pricing.

Supervision and control instruments vis-à-vis the auditors

The Board Committee, in its capacity as Audit Committee and on behalf of the Board of Directors, supervises the credentials, independence and performance of the auditors and their audit experts. It obtains information at least once a year from the audit managers and the Executive Board concerning planning, implementation and results of the audit work. The Board Committee asks the auditors to provide the audit plans and any proposals for improving the internal control systems. The auditors draw up for the Board of Directors a comprehensive report with findings on accounting practices, internal controls, the performance and results of the audit. The items discussed in the report and improvements are reviewed by the auditors in an interim audit and the results presented to the Board Committee. Representatives of the external auditors participated in three meetings of the Board Committee in its capacity as Audit Committee in 2011.