29 May 2001
1´429 shareholders, representing 72,11 % of shareholder votes, attended the third Swisscom Shareholders´ Meeting of 29 May 2001 at the Hallenstadion in Zurich. The number of Swisscom shareholders has increased within two years from 51,445 to 82,821 (middle of May 2001).
The shareholders who attended the Shareholders´ Meeting approved the annual report, the financial statements and the annual accounts for 2000 and accepted the proposal of the Board of Directors to set the dividend at CHF 11 per share. The dividend will be paid out on 1 June 2001 after deduction of withholding at 35%. The Meeting also agreed capital reduction of CHF 8 per share. Shareholders will receive this repayment in the second half of 2001. The shareholders approved the actions of the Board of Directors and the Executive Board in the 2000 financial year. PricewaterhouseCoopers AG was appointed as auditors and group auditors for a further year.
The shareholders approved changes to the statutes to reduce the term of office of members of the Swisscom Board of Directors from four to two years and a reduction of the maximum term of office from 12 to 8 years. According to the presiding Chairman of Swisscom´s Board of Directors, Markus Rauh, the new provisions will enable successive appointment of the Board assuring the necessary continuity. The reduction of the term of office also reflects the dynamism of the markets. The Shareholders´ Meeting re-elected Markus Rauh as Chairman and seven other current members of the Board of Directors. Before the meeting the Federal Council had nominated Felix Rosenberg to represent the Confederation on the Swisscom Board of Directors for a further two years.
Markus Rauh, the Chairman of the Board of Directors, said that Swisscom could look back on a solid and successful financial year 2000. His speech highlighted the need for greater strategic room for manoeuvre for Swisscom: "The Telecommunications Enterprise Act, which stipulates that the Federal Government shall have a majority shareholding in Swisscom, is an obstacle. There are no plausible economic reasons to suggest that telecommunications, a particularly attractive market, should remain nationally fragmented in the long term. We´re not talking about a potential sale of Swisscom, but a sustained increase in the company´s value through possible alliances and cooperative agreements. If Swisscom is unable to enter into alliances and cooperative agreements it runs the risk of being marginalised."
Markus Rauh was pleased with the Federal Government´s draft for a change to the constitution which has be passed on to the consultation stage in January 2001: "The gradual transformation of Swisscom into a stock corporation fully subject to private law governed by the Code of Obligations, which the Federal Council´s draft proposes, will give the company the room for manoeuvre it requires. The Telecommunications Enterprise Act has fulfilled its purpose."
Markus Rauh referred in his speech to the considerable difficulties of constructing a mobile network in Switzerland: "Although the government regulation on non-ionising radiation was enacted to protect the Swiss people, it has increasingly caused uncertainty since its entry into force in February 2000. The authorities have failed to provide a clear framework: an incomplete set of legal provisions have meant that local authorities have had to find their own solutions within their planning remits."
Rauh opposed a tightening of the existing provisions on non-ionising radiation which was proposed by the authorities in March 2001. Mobile network operators in Switzerland already have to fulfil the strictest criteria in Europe with respect to radiation. "If the provisions on non-ionising radiation are made even stricter, customers can expect a drop in quality on account of gaps in coverage and capacity bottlenecks in densely populated areas. We already have a situation where pending applications for the construction of mobile antenna are no longer being dealt with because of uncertainty which will delay, if not prevent in part, the construction of the new UMTS network." Rauh called for a working group to be set up, "Swisscom is open to a solution which reflects the consensus provided that the interests of the Swiss people and Switzerland´s economic community are taken into consideration."
Zurich, 29 May 2001