Annual report 2018

Galenica annual report 2018 | 49 The Corporate Governance Report outlines the structures, processes and regulations on which well-functioning corpo- rate governance at Galenica is based. Galenica meets the requirements of Swiss law and those stated in the SIX Swiss Exchange Directive on Information Relating to Corporate Governance (Directive Corporate Governance). It also follows the recommendations of the Swiss Code of Best Practice for Corporate Governance of Economiesuisse. The structure of this Corporate Governance Report is based on the SIX Swiss Exchange Directive Corporate Governance. The remunera- tion and profit-sharing for top management are disclosed in a separate Remuneration Report (starting on page 66). Group structure and shareholders Structure of the Group Galenica Ltd. is headquartered at Untermattweg 8, 3027 Bern, Switzerland. It is a corporation under Swiss law and, as a holding company, owns all the companies in the Galenica Group directly or indirectly. As part of the former Galenica Group, Galenica Ltd. has been listed on the SIX Swiss Exchange since 7 April 2017 (ticker symbol: GALE). Shares in Group companies are not publicly traded. The Group’s structure and the consolidated subsidiaries and associates are shown in the financial statements 2018 on page 126. The addresses of the main Group companies are listed on pages 140 and 141. The Articles of Associa- tion of Galenica Ltd., the Organisational Regulations as well as the charters of the committees of the Board of Directors can be accessed on the Galenica website (see related links on page 64). Shareholders On 31 December 2018, Galenica had 13,151 shareholders, five of which, according to documents submitted to Galenica Ltd. and the SIX Swiss Exchange, were major shareholders holding 3% or more of the voting rights in Galenica Ltd.: – UBS Fund Management (Switzerland) AG, Basel, Switzer- land, with 2,482,860 shares – BlackRock Inc., New York, USA, with 2,239,120 shares – Alecta Pensionsförsäkring, Ömsesidigt, Stockholm, Sweden, with 2,000,000 shares – Credit Suisse Funds AG, Zurich, Switzerland, with 1,626,752 shares – Rudolf Maag, Binningen, Switzerland, with 1,500,000 shares No other shareholder has announced a crossing of the 3% threshold of shares. The transactions disclosed to the stock exchange Disclosure Office pursuant to Art. 120 of the Financial Market Infra- structure Act (FMIA) can be viewed on the Disclosure Office website of the SIX Swiss Exchange (see related links on page 64). As of 31 December 2018, the pension funds of the Galenica Group were registered with 0.53%. Cross shareholdings Galenica Ltd. has no cross shareholdings in companies out- side the Galenica Group. Events after the balance sheet date Since the balance sheet date and until 26 February 2019, there are no further disclosures of shareholdings pursuant to Art. 120 of the FMIA. Structure of the share capital Share capital On 31 December 2018, the fully paid share capital of Galenica amounted to CHF 5,000,000, divided into 50,000,000 shares with a nominal value of CHF 0.10 each. Galenica shares (securities no. 36 067 446, ISIN CH036 067 446 6) are listed on the SIX Swiss Exchange. As of 31 December 2018, 49,176,587 shares were outstanding (not including treas- ury shares). The market capitalisation amounted to CHF 2,128.4 million. Authorised capital According to Art. 3a of the Articles of Association, the Board of Directors is authorised to increase the share capital of CHF 5,000,000 by a maximum of CHF 500,000 at any time up to and including 10 March 2019 by issuing no more than 5,000,000 fully paid shares. The Board of Directors will pro- pose the extension of this authorisation by two years, i.e. until 2 May 2021, to the Annual General Meeting 2019. Conditional capital According to Art. 3b of the Articles of Association, the share capital may be increased by a maximum of CHF 500,000 by exercising conversion rights or option rights. As of 31 Decem- ber 2018, Galenica had no conditional capital. Corporate Governance Galenica