The annual report for 2004 of Emmi Ltd (Emmi) was not prepared in full accordance with the Listing Rules and the Corporate Governance Directive. With its annual report for 2004, Emmi breached the Corporate Governance Directive by failing to provide information regarding the members of the board of directors and the management board, the content and method of determining compensations, the internal organisational structure of the board of directors, information and control instruments vis-à-vis the management board, the term of duty of the lead auditor and cross-involvement. Moreover, the information Emmi published regarding the supervisory and control instruments vis-à-vis the auditors does not meet the minimum requirements of the Corporate Governance Directive.
Issuers must meet the requirements of the Corporate Governance Directive in accordance with the principle of comply or explain. Generally speaking, the required information must be disclosed. If an issuer decides not to disclose certain information, it must give its reasons for each instance of non-disclosure in detail. The information described in Section 5 ("Compensations, shareholdings and loans"), however, must be disclosed absolutely. Emmi did not explain in detail why it failed to provide the required information regarding the members of the board of directors and the management board, the internal organisational structure of the board of directors, information and control instruments vis-à-vis the management board, the term of duty of the lead auditor and cross-involvement. The information described under Section 5 of the Corporate Governance Directive must be disclosed absolutely. This includes information regarding the content and method of determining compensations. The company's failure to provide sufficient information in its annual report for 2004 constitutes a breach of the relevant provisions of the Listing Rules and the Corporate Governance Directive. Due to this failure, important information pertaining to corporate governance was withheld from investors.
Moreover, by failing to provide all information and documents requested by the SWX even after being issued a reminder, Emmi violated its duty to cooperate pursuant to Art. 4 para 1 of the Listing Rules.
The Executive Committee of the Admission Board has therefore issued a reprimand with publication against Emmi.
Periodic reporting in compliance with applicable directives forms an integral part of the information that contributes to transparent trading in accordance with the provisions of the Stock Exchange Act and the Listing Rules. One of the tasks of the SWX is to enforce the transparency provisions that apply to issuers.
Information on corporate-governance provisions is available at: http://www.swx.com/admission/being_public/governance_en.html
Previous sanctions imposed by the SWX for irregularities in the area of corporate governance are available at: http://www.swx.com/admission/being_public/sanctions/corporate_en.html
