Corporate governance

Group structure and shareholders

The Repower Group consists of Repower AG and its holdings. The registered office of Repower AG is in Brusio in Canton Graubünden, and its postal address is Via da Clalt 307, 7742 Poschiavo. Repower AG is an international energy company based in Switzerland. The group operates along the entire electricity value chain (generation, trading, transmission, sales and distribution). In Italy and Germany it is also involved in the gas business. The Repower Group employs around 700 people.

On 1 April 2014 the corporate structure of the Repower Group was further modified as part of systematic endeavours to implement efficiency measures. The Market CH and Services division was dissolved and the departments contained in it were assigned to the other divisions. The operational group structure thus now comprises four divisions – Generation/Grid, Market, Italy, and Finance – plus four administrative units reporting direct to the CEO. As a result of these efforts to streamline structures, the Executive Board was also reorganised and reduced in size. For this reason Alfred Janka, Head of Market CH and Services, left the Repower Group on 28 February 2014. In July 2014, the group also decided to withdraw from the sales business in Germany.

The Generation/Grid division coordinates the management and maintenance of assets for the generation, transmission and distribution of electricity in Switzerland, implements and evaluates new power generation assets, operates and develops merchant lines, and devotes its activities to the general development and expansion of generation facilities for the Repower Group. The Generation/Grid division is also responsible for operating, maintaining and expanding distribution grids in the company's supply area.

The Market division manages European energy trading and market analysis. It is also in charge of expanding energy trading activities in Switzerland, Italy and selected European markets, managing and further developing the sales business in Romania, and overseeing related projects. Beyond this the Market division coordinates sales activities in the Italian, Romanian and Swiss markets. In Switzerland it is also responsible for sales of electricity and green power certificates to end-consumers.

The Italy division is in charge of sales of electricity, natural gas and green power certificates to end-consumers and the operation and maintainance of generation facilities in Italy.The Finance division manages accounting, controlling and IT activities. The Treasury, Real Estate and Procurement departments also operate within this division.

The Communications, Human Resources and Legal & Risk units, plus the NewTech unit (established in 2014), report directly to the CEO. The Repower Group's NewTech unit focuses on innovative solutions and new technologies, addressing challenges that arise in the market with the aim of developing new fields of business.

The individual operations are managed centrally by Repower AG and are not organised into separate legal structures. However, if management by Repower AG is deemed impossible or inefficient for legal, fiscal or regulatory reasons, or if new legal entities are added (for example through acquisition), management is handled by legally independent subsidiaries. An overview of shareholdings is shown on pages 79 to 85. Here particular attention should be paid to the simplification of the Repower Group's legal structures in Switzerland in spring 2014 (see structure below).

Repower AG shares and participation certificates are listed on the SIX Swiss Exchange.

Canton Graubünden currently holds 58.3 per cent and Axpo Holding AG (Axpo) 33.7 per cent of the shares; together they thus hold 92 per cent of the voting rights. The principal shareholders are committed to one another through a shareholders' agreement. As a core provision of this agreement, the parties agree that in future Repower AG must continue to operate as a private, independent Graubünden company managed according to business principles. The shareholders' agreement also contains limitations on transferability as well as detailed provisions governing corporate governance. In particular, the shareholders' agreement obliges the parties to reach a decision by consensus (right of veto) on issues of strategic importance. Consequently, under Swiss securities law Canton Graubünden and Axpo constitute a shareholder group controlling 92 per cent of the capital.

This shareholding structure is a transitional structure. In the planned definitive structure, Canton Graubünden will hold up to 55 per cent and Axpo up to 21.4 per cent of the shares in Repower AG, while a suitable strategic investor will hold at least 15.6 per cent. The intention is to implement this target structure in the short to medium term.

Detailed information on completed and planned transactions is published on the homepage of the Takeover Commission; see in particular Takeover Commission rulings 521/01 and 521/02 dated 13 November 2012 and 27 March 2013 respectively.

No cross-shareholdings exist. The remaining 8 per cent of the shares are in free float.