ACL » Topics » Board Composition

This excerpt taken from the ACL 20-F filed Mar 18, 2008.

Board Composition

 

Under the terms of the separation agreement (further discussed in Item 7.B, "Related Party Transactions") that we entered into with Nestlé in connection with the initial public offering in March 2002, Nestlé has the right to nominate four members of our board of directors for so long as it owns at least a majority of our outstanding common shares. Nestlé also has agreed in the separation agreement to vote all of the common shares it owns in favor of three nominees for election to our board of

 

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directors who are not otherwise affiliated with either Nestlé or Alcon for so long as it owns at least a majority of our outstanding common shares.

 

Our board of directors consists of eight members, including three independent directors, four directors that either are or have been affiliated with Nestlé and the chief executive officer of Alcon Laboratories, Inc. Members of our board of directors generally are elected to serve three-year terms. Members of our board of directors whose terms of office have expired shall be eligible for re-election. Non-executive directors may only be appointed for up to three terms of office. In 2002, our board of directors was divided into three classes serving staggered terms. As a result, some of our directors will serve terms that are less than three years. As their terms of office expire, the directors of one class will stand for election each year as follows:

 

 

Class I directors have terms of office expiring at the annual general meeting of shareholders in 2009. These directors are Joseph Weller (director since 2006) and Gerhard N. Mayr (director since 2007);

 

 

Class II directors have terms of office expiring at the annual general meeting of shareholders in 2010. These directors are Lodewijk J.R. de Vink (director since 2002), Francisco Castañer (director since 2001) and Werner Bauer (director since 2002); and

 

 

Class III directors have terms of office expiring at the annual general meeting of shareholders in 2008. These directors are Thomas G. Plaskett (director since 2003), Cary R. Rayment (director since 2005) and Paul Polman (director since 2006).

 

Philip H. Geier, Jr. retired from office at the annual general meeting held on May 9, 2007. Joseph Weller advised the board of directors of Alcon, Inc. that he will be stepping down from his position as director of Alcon for personal reasons, effective May 6, 2008. The board of directors plans to nominate Paul Bulcke for election as a director at the annual general meeting of shareholders set for May 6, 2008.

 

This excerpt taken from the ACL 20-F filed Mar 19, 2007.

Board Composition

 

Under the terms of the separation agreement (further discussed in Item 7.B, "Related Party Transactions") that we entered into with Nestlé in connection with the initial public offering in March 2002, Nestlé has the right to nominate four members of our board of directors for so long as it owns at least a majority of our outstanding common shares. Nestlé has also agreed in the separation agreement to vote all of the common shares it owns in favor of three nominees for election to our board of directors who are not otherwise affiliated with either Nestlé or Alcon for so long as it owns at least a majority of our outstanding common shares.

 

Our board of directors consists of eight members, including three independent directors, four directors that either are or have been affiliated with Nestlé and the chief executive officer of Alcon Laboratories, Inc. Members of our board of directors generally are elected to serve three-year terms. Members of our board of directors whose terms of office have expired shall

 

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be eligible for re-election. Non-executive directors may only be appointed for up to three terms of office. In 2002, our board of directors was divided into three classes serving staggered terms. As a result, some of our directors will serve terms that are less than three years. As their terms of office expire, the directors of one class will stand for election each year as follows:

 

 

Class I directors have terms of office expiring at the annual general meeting of shareholders in 2009. These directors are Joseph Weller (director since 2006) and Philip H. Geier, Jr. (director since 2002 and who will retire from office effective May 9, 2007);

 

 

Class II directors have terms of office expiring at the annual general meeting of shareholders in 2007. These directors are Lodewijk J.R. de Vink (director since 2002), Francisco Castañer (director since 2001) and Werner Bauer (director since 2002); and

 

 

Class III directors have terms of office expiring at the annual general meeting of shareholders in 2008. These directors are Thomas G. Plaskett (director since 2003), Cary R. Rayment (director since 2005) and Paul Polman (director since 2006).

 

Mr. Philip H. Geier, Jr. has reached the mandatory retirement age and will retire from office at the annual general meeting to be held on May 9, 2007. The board of directors plans to nominate Mr. Gerhard N. Mayr for election as a director at the annual general meeting of shareholders set for May 9, 2007 (as discussed in Item 6.A of this report).

 

This excerpt taken from the ACL 20-F filed Mar 15, 2006.

Board Composition

 

Under the terms of the separation agreement (further discussed in Item 7.B, "Related Party Transactions") that we entered into with Nestlé in connection with the initial public offering in March 2002, Nestlé has the right to nominate four members of our board of directors for so long as it owns at least a majority of our outstanding common shares. Nestlé has also agreed in the separation agreement to vote all of the common shares it owns in favor of three nominees for election to our board of directors who are not otherwise affiliated with either Nestlé or Alcon for so long as it owns at least a majority of our outstanding common shares.

 

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Our board of directors consists of eight members, including three independent directors, four directors affiliated with Nestlé and the chief executive officer of Alcon Laboratories, Inc. Timothy R.G. Sear retired as the Chairman of the board on May 3, 2005. Cary R. Rayment, Alcon’s Chief Executive Officer, was elected to the board of directors for a three-year term of office at the annual general meeting of shareholders on May 3, 2005. The board of directors thereafter elected Mr. Rayment to serve as Chairman. A majority of our directors began their initial terms in 2002, with the exception of Thomas G. Plaskett, whom the shareholders elected as an independent director at the annual general meeting of the shareholders on May 20, 2003, and Mr. Rayment. The resignation of one of the directors affiliated with Nestlé effective December 31, 2005, created a vacancy among the Class III directors described below which the shareholders are expected to fill at the annual general meeting of the shareholders on May 2, 2006 (as discussed in Item 6.A of this report). Additionally, Mr. Brabeck-Letmathe will not stand for re-election at the annual general meeting set for May 2, 2006.

 

Members of our board of directors generally are elected to serve three-year terms. Members of our board of directors whose terms of office have expired shall be eligible for re-election. Non-executive directors may only be appointed for up to three terms of office. In 2002 our board of directors was divided into three classes serving staggered terms. As a result, some of our directors will serve terms that are less than three years. As their terms of office expire, the directors of one class will stand for election each year as follows:

 

Class I directors have terms of office expiring at the annual general meeting of shareholders in 2006. These directors are Peter Brabeck-Letmathe (who will not stand for re-election) and Philip H. Geier, Jr.;

 

Class II directors have terms of office expiring at the annual general meeting of shareholders in 2007. These directors are Lodewijk J.R. de Vink, Francisco Castañer, and Werner Bauer; and

 

Class III directors have terms of office expiring at the annual general meeting of shareholders in 2008. These directors are Thomas G. Plaskett, Cary R. Rayment and the open position previously held by Dr. Wolfgang H. Reichenberger.

 

Our organizational regulations provide that directors will retire from office no later than the annual general meeting after their 72nd birthday. Therefore, Mr. Philip H. Geier, Jr. will stand for re-election for only one more year.

 

This excerpt taken from the ACL 20-F filed Mar 15, 2005.

Board Composition

        Under the terms of the separation agreement (further discussed in Item 7.B, “Related Party Transactions”) that we entered into with Nestlé in connection with the initial public offering in March 2002, Nestlé has the right to nominate four members of our board of directors for so long as it owns at least a majority of our outstanding common shares. Nestlé has also agreed in the separation agreement to vote all of the common shares it owns in favor of three nominees for election to our board of directors who are not otherwise affiliated with either Nestlé or Alcon for so long as it owns at least a majority of our outstanding common shares.

        Our board of directors consists of eight members, including three independent directors, four directors affiliated with Nestlé and the chief executive officer of Alcon Laboratories, Inc. Effective October 1, 2004, Timothy R.G. Sear retired as Alcon’s Chief Executive Officer and Cary Rayment was appointed as the new Chief Executive Officer. Our board of directors proposes that Mr. Rayment be elected to the board of directors for a three-year term of office at the annual general meeting of shareholders on May 3, 2005. All of our directors began their current terms in 2002, with the exception of Thomas G. Plaskett, whom the shareholders elected as an independent director at the annual general meeting of the shareholders on May 20, 2003.

        Members of our board of directors generally are elected to serve three-year terms (subject to a maximum of two re- elections, except for the chief executive officer of Alcon Laboratories, Inc., who is exempt from this limitation). In 2002 our board of directors was divided into three classes serving staggered terms. As a result, some of our directors elected in 2002 and 2003 will serve terms that are less than three years. As their terms of office expire, the directors of one class will stand for election each year as follows:

o Class I directors have terms of office expiring at the annual general meeting of shareholders in 2006. These directors are Philip H. Geier, Jr., and Peter Brabeck-Letmathe;

o Class II directors have terms of office expiring at the annual general meeting of shareholders in 2007. These directors are Lodewijk J.R. de Vink, Francisco Castañer, and Dr. Werner J. Bauer; and

o Class III directors have terms of office expiring at the annual general meeting of shareholders in 2005. These directors are Dr. Wolfgang H. Reichenberger, Timothy R.G. Sear and Thomas G. Plaskett.

        Our organizational regulations provide that directors will retire from office no later than the annual general meeting after their 72nd birthday.

"Board Composition" elsewhere:

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