23rd Ordinary Shareholders’ Meeting 2021
Invitation & Agenda
The 23rd Ordinary Shareholders’ Meeting of Swisscom Ltd will take place on 31 March 2021 from 1.30 p.m. Due to the Covid 19 pandemic, voting rights can only be exercised via the independent proxy. The SM will be broadcast live on the Internet.
Agenda items
The detailed agenda items, proposals and explanatory notes are listed in the invitation. The invitation will be sent to the shareholders at the end of February. Shareholders can vote in writing using a proxy form or from 1 March 07.00 until 29 March 23.59 CET online via the shareholder portal. Non-registered shareholders will receive the access data for the shareholder portal with the invitation.
1. Report on the financial year 2020
1.1 Approval of the Management Report, the consolidated financial statements and the financial statements of Swisscom Ltd for the financial year 2020
The Board of Directors proposes that the Management Report, the consolidated financial statements and the financial statements of Swisscom Ltd for the financial year 2020 be approved.
Swisscom performed well in the year under review despite fierce competition and high price pressure. Net revenue decreased by 3.1% to CHF 11,100 million, while operating income before depreciation and amortisation (EBITDA) rose by 0.6%. On a like-for-like basis and at constant exchange rates, revenue declined by 2.3% while EBITDA remained stable. The decline in revenue was primarily driven by ongoing price pressure and the impact of Covid-19 – in particular, the lack of roaming revenue. At EBITDA level, the decline in revenue was offset by efficiency improvements. Net income fell by 8.4% to CHF 1,528 million due to the absence of one-off effects in income tax expense of the previous year.
1.2 Consultative vote on the Remuneration Report 2020
The Board of Directors proposes that affirmative notice of the Remuneration Report 2020 be taken by means of a consultative vote.
The Remuneration Report states the decision-making competencies and presents principles and elements of the remuneration of the Board of Directors and the Group Executive Board. It lists the remuneration paid in the reporting year to the members of the Board of Directors and the Group Executive Board and indicates their shareholdings in Swisscom Ltd. A non-binding consultative vote will be held in relation to the report.
To the Remuneration Report 2020
2. Appropriation of the retained earnings 2020 and declaration of dividend
The Board of Directors proposes that the retained earnings be appropriated as follows:
| Dividend of CHF 22 per share for 51,800,516 shares | CHF 1,140 million |
| Balance to be carried forward | CHF 4,494 million |
No dividends will be paid out on shares held by Swisscom Ltd.
The Board of Directors proposes to the Shareholders’ Meeting a dividend of CHF 22 gross per share (prior year: CHF 22). The total dividend of approx. CHF 1,140 million is based on a portfolio of 51,800,516 shares with a dividend entitlement (as of 31 December 2020). Subject to the approval of the proposal by the Shareholders’ Meeting, after deducting federal withholding tax of 35%, a net dividend of CHF 14.30 per share will be paid out on 8 April 2021. The last trading day with entitlement to receive a dividend is 1 April 2021. As of 6 April 2021, the shares will be traded ex dividend.
3. Discharge of the members of the Board of Directors and the Group Executive Board
The Board of Directors proposes that discharge be granted to the members of the Board of Directors and the Group Executive Board for the financial year 2020.
4. Elections to the Board of Directors
The one-year term of office of all members of the Board of Directors expires at the Shareholders’ Meeting 31 March 2021. The Chairman, Hansueli Loosli, will reach the maximum term of office and will step down from the Board of Directors. The Board of Directors will propose Michael Rechsteiner as his successor. The Board of Directors will also propose the new election of Guus Dekkers. Roland Abt, Alain Carrupt, Frank Esser, Barbara Frei, Sandra Lathion-Zweifel, Anna Mossberg and Michael Rechsteiner will be standing for re-election. The representative of the Swiss Confederation, Renzo Simoni, is not elected by the Shareholders’ Meeting and is instead appointed by the Federal Council.
5. Elections to the Compensation Committee
The Board of Directors intends to re-appoint Barbara Frei as chairwoman of the Compensation Committee if she is re-elected at the Shareholders’ Meeting. Roland Abt, Frank Esser and Renzo Simoni are also standing for re-election The Board of Directors proposes that Michael Rechsteiner be elected to the Compensation Committee as a member without voting rights.
6. Remuneration of the members of the Board of Directors and the Group Executive Board
6.1 Approval of the total remuneration of the members of the Board of Directors for 2022
The Board of Directors proposes that the maximum total amount of CHF 2.5 million for the remuneration of the members of the Board of Directors be approved for the financial year 2022.
The total proposed amount of max. CHF 2.5 million is based on the remuneration for nine members of the Board of Directors. This amount remains unchanged in comparison to the total amount approved in the Shareholders’ Meeting for 2021.
The definitive remuneration amounts will be presented in the Remuneration Report for the financial year 2022 and will be subject to the consultative vote in relation to the report, to be held at the Shareholders’ Meeting 2023.
6.2 Approval of the total remuneration of the members of the Group Executive Board for 2022
The Board of Directors proposes that the maximum total amount for the remuneration of the members of the Group Executive Board of CHF 8.7 million be approved for the financial year 2022.
The proposed maximum total amount of CHF 8.7 million is based on the remuneration
of six members of the Group Executive Board. This amount remains unchanged in comparison to the total amount approved in the Shareholders’ Meeting for 2021.
The definitive remuneration amounts will be presented in the Remuneration Report for the financial year 2022 and will be subject to the consultative vote in relation to the report, to be held at the Shareholders’ Meeting 2023.
7. Re-election of the independent proxy
The Board of Directors proposes that the law firm Reber Rechtsanwälte, Zurich, be re-elected as independent proxy for the period of time until the conclusion of the next Ordinary Shareholders’ Meeting.
Reber Rechtsanwälte has confirmed that their firm meets the independence requirements for performing this mandate. Swisscom maintains the normal customer relationships for telecommunications services with the persons involved. These are processed with the same conditions as with third parties. There are no contractual or other relationships that could impair the involved parties’ independence.
8. Re-election of the statutory auditors
The Board of Directors proposes that PricewaterhouseCoopers AG, Zurich, be re-elected as statutory auditors for the 2021 financial year.
PricewaterhouseCoopers AG (PwC) is a state-supervised audit company registered with the Federal Audit Supervisory Authority and has confirmed to Swisscom that it fulfils the legal requirements concerning independence. PwC has been acting as Swisscom’s auditor since 1 January 2019.
Find out more
Documents
Invitation
Power of attorney to the independent proxy
Annual Report 2020
Questions & Answers
SM Live-Stream
Wednesday, 31 March 2021, 13.30 CET
Follow the Shareholders’ Meeting live.
Contact
For information on the Shareholders' Meeting
Free Hotline: 0800 800 512
(from 26 February)
e-Mail: gvswisscom21@computershare.ch
For changes in address
Phone: +41 (0)62 205 77 08
e-Mail: gvswisscom21@computershare.ch
Organisational information
Annual Report
The Annual Report 2020 with the Remuneration Report as well as the full financial statements for Swisscom Ltd, and the reports of the statutory auditors can be viewed online at www.swisscom.ch/report2020. They are also available for inspection from the Swisscom Ltd head office (Alte Tiefenaustrasse 6, 3048 Worblaufen). Shareholders may request that the Annual Report be sent to them from the Swisscom Ltd share register (c/o Computershare Switzerland Ltd, PO Box, CH-4601 Olten) or under www.swisscom.ch/report2020-order. It will be sent after 5 March 2021. The annual report contains an abbreviated version of the financial statements for Swisscom Ltd, but with all the essential information. Shareholders may request that the full annual financial statements of Swisscom Ltd shall be sent to them by email (investor.relations@swisscom.com).
Go to Annual Report
Voting entitlement
Shareholders whose shares have been entered in the share register with voting rights by 5 p.m. (CET) on 26 March 2021 are entitled to vote at the Shareholders’ Meeting.
Representation
Based on Art. 27 of Ordinance 3 on Measures to Combat the Coronavirus (COVID-19) (COVID-19 Ordinance 3), the Board of Directors has decided to hold the Ordinary Shareholders’ Meeting without the personal attendance of shareholders. Shareholders may be represented at the Ordinary Shareholders’ Meeting exclusively by the independent proxy Reber Rechtsanwälte, 8034 Zurich.
Powers of attorney for the independent proxy may be issued in writing or electronically via the shareholder portal. The shareholder portal can be accessed either by scanning the QR code or by logging in on the Internet. The QR code and login data can be found in the invitation documents. The shareholder portal is a web application provided by Computershare Switzerland Ltd. Computershare Switzerland Ltd supports the independent voting proxy. If instructions are sent to the independent proxy both electronically via the web application from Computershare Switzerland Ltd and in writing, only the electronic instructions will be taken into account. The instructions can be amended at any time until 29 March 2021, 11.59 p.m. (CET). Voting representation by the corporate proxy and/or custodian is not permitted.
Shareholders may send any questions to the Board of Directors to investor.relations@swisscom.com by 26 March 2021. The Board of Directors will address key questions at the Shareholders’ Meeting and answer the remaining questions to the respective shareholder as far as possible. Swisscom reserves the right to comment on submitted questions in aggregated form or individually, possibly with the name of the respective shareholder.
Webcast
The Ordinary Shareholders’ Meeting will be broadcast live on the Internet at 1.30 p.m. on 31 March 2021 www.swisscom.ch/shareholdersmeeting. It will be held in German and will be interpreted simultaneously into French and English.
Minutes
The minutes of the Shareholders’ Meeting will be published on the Internet under www.swisscom.ch/shareholdersmeeting and may also be viewed at the headquarters of Swisscom Ltd.
22nd Ordinary Shareholders’ Meeting
Minutes
Written transcript of the 22nd Ordinary Shareholders’ Meeting 2020.
Voting results
Ergebnisse der Abstimmungen unter den Aktionärinnen und Aktionären.