dormakaba Holding AG held its Annual General Meeting on 20 October 2020. Owing to the Coronavirus no shareholders attended in person. The independent proxy represented 2,661,095 registered shares eligible to vote, equivalent to 63.36% of the company’s share capital. All proposals were approved.
Due to the ongoing critical and uncertain situation created by Covid-19, the Board of Directors of dormakaba Holding AG decided that the company’s 105th Annual General Meeting could not be held in the normal way with shareholders attending in person. Shareholders were able to give the independent proxy their voting instructions in advance either by letter or electronically. The Annual General Meeting was then held without the physical participation of shareholders. The Chairman of the Board of Directors, the Auditor’s representative, a representative of the independent proxy, the notary, the minutes secretary and the Secretary to the Board of Directors attended the meeting and complied with all the necessary hygiene rules.
The Annual General Meeting approved all Board proposals by a large majority. The Board of Directors’ proposal to pay a dividend of CHF 10.50 per share, based on an unchanged dividend policy, was approved. Owing to a change in the law, half of this dividend payout will be made from statutory retained earnings and half from the reserves from capital contributions. Payments are scheduled to be made from 26 October 2020.
The Annual General Meeting also approved all the proposed re-elections to the Board of Directors, each for a one-year term. Riet Cadonau was re-elected as Chairman of the Board of Directors. Hans Hess, who was also re-elected, will continue in the roles of Lead Independent Director as well as Vice-Chairman. Furthermore, John Liu replaces Rolf Dörig who has stepped down after serving 16 years on the Board. Approval was also given to the combination of the Nomination Committee and the Compensation Committee to form a Nomination and Compensation Committee. Hans Hess was re-elected as a member of this committee and will chair it. Stephanie Brecht-Bergen and John Heppner were elected as new committee members.
In a consultative vote, shareholders also approved the Compensation Report 2019/20. The proposed maximum amount for compensation of the Board of Directors until the Annual General Meeting 2021 and the proposed maximum amount for compensation of the Executive Committee for the financial year 2021/22 were also approved.
The Annual General Meeting further followed the Board’s proposal to amend the Articles of Incorporation. In particular, the main purpose of the company was augmented as follows: “In pursuing its purpose, the company shall strive for long-term sustainable value creation.” dormakaba has pursued targeted sustainability-related activities for quite some time, and this is now included in the Articles of Incorporation.
The Annual General Meeting also confirmed PricewaterhouseCoopers AG, Zurich, as Auditors for a further one-year term. In addition, law firm Keller KLG was elected as independent proxy, also for a further one-year term.