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The 2014 SGS General Meeting of Shareholders took place in Geneva.

Starts

March 13, 2014, 14:00

Ends

March 13, 2014, 17:00

Location

Geneva, Switzerland


Outcome of the Annual General Meeting of Shareholders of SGS SA, which took place on 13 March 2014 in Geneva:

1) Annual report; accounts of SGS SA and of the SGS Group

  • 2013 annual report and accounts of SGS SA
  • 2013 consolidated accounts of the SGS Group

The Shareholders approved


2) 2013 Group report on remuneration (advisory vote)

The Shareholders approved


3) Release of the Board of Directors and of the Management

The Shareholders approved


4) Decision on the appropriation of profits resulting from the balance sheet of SGS SA

CHF
Profit for the year 716 901 451
Balance brought forward from previous year 119 625 639
Dividends paid on own shares released into circulation in 2013 prior to the Annual General Meeting on 19 March 2013 (1 650 158)
Movement from the reserve for own shares 4 305 538
Total retained earnings available for appropriation 839 182 470
Dividend of CHF 65 per share (1) (497 304 600)
Balance carried forward 341 877 870

(1) No dividend is paid on treasury shares held directly or indirectly by SGS SA (except for those held by Fondation pour l'Intéressement du Personnel au Développement du Groupe SGS).

The Shareholders approved


5) Amendment of the Articles of Association

The Board proposes the adoption of amendments to the Articles of Association. The amendment proposals to the existing Articles of Association are set out in the enclosed document.

As more fully described in the enclosed document, the purpose of these amendment proposals is to implement those provisions of the Swiss ordinance against excessive remuneration by listed companies which enter into force at the 2014 Annual General Meeting of Shareholders.

In addition, certain other amendment proposals aim at reflecting certain revisions of Swiss law and good practices in terms of corporate governance.

In particular, the Board proposes to abolish the two thirds majority requirement for the adoption of certain decisions to be taken by the General Meeting of Shareholders. This proposed amendment of Article 16 (4) of the Articles of Association will require a majority of two thirds of the votes attributed to the shares represented at the General Meeting of Shareholders.

The Shareholders approved


6) Elections to the Board of Directors

Re-election of Messrs:

  • Sergio Marchionne *
  • Paul Desmarais, jr.
  • August von Finck **
  • August François von Finck
  • Ian Gallienne **
  • Cornelius Grupp
  • Peter Kalantzis
  • Gérard Lamarche
  • Shelby R. du Pasquier **

each for a term of one year ending on the date of the 2015 Annual General Meeting.

* also candidate for election as Chairman of the Board

** also candidate for election as member of the Nomination and Remuneration Committee

The Shareholders approved


7) Election of Auditors

Re-election of Deloitte SA, Geneva, as Auditors of SGS SA and Group Auditors for the business year 2014.

The Shareholders approved


8) Election of the Independent Proxy

Election of the public notary firm Jeandin & Defacqz, Geneva, as Independent Proxy for a term of one year ending on the date of the 2015 Annual General Meeting.

The Shareholders approved

Download Chris Kirk's speech (PDF 39 KB)

Télécharger le procès verbal de l’assemblée générale ordinaire (PDF 131 KB)