Corporate Press Release
Annual General Meeting of Credit Suisse Group AG: All Proposals Put Forward by the Board of Directors Approved
The shareholders of Credit Suisse Group AG approved all of the proposals of the Board of Directors at today's Annual General Meeting in Zurich. Shareholders approved the distribution for the 2016 financial year of CHF 0.70 per registered share, which they can elect to receive either in the form of new shares (scrip dividend) or in cash or a combination thereof. The increase in authorized capital to service the scrip dividend was also approved by shareholders. In addition, the Annual General Meeting approved the compensation of the Board of Directors and the Executive Board and accepted the 2016 Compensation Report. The Chairman and the other members of the Board of Directors proposed for re-election were confirmed in office for a further term of one year. Andreas Gottschling and Alexandre Zeller were elected as new members of the Board of Directors.
At today's Annual General Meeting of Credit Suisse Group AG in Zurich, shareholders approved all of the proposals put forward by the Board of Directors.
Distribution payable out of capital contribution reserves
With a majority of 94.99%, shareholders approved a distribution of CHF 0.70 per registered share payable out of capital contribution reserves for the 2016 financial year in the form of a scrip dividend, a cash distribution or a combination thereof. The distribution remains subject to the provisions of foreign law concerning the acquisition of new shares. Should no choice be made, the distribution will be paid out entirely in cash.
Both the delivery of the new shares and the distribution in cash are scheduled for May 24, 2017. The issue price of the new shares will be based on the five-day average of the daily volume-weighted average prices from May 15, 2017 to May 19, 2017 of the registered shares of Credit Suisse Group AG listed on the SIX Swiss Exchange AG, less a discount of 8%.
Further information on the scrip dividend can be found in the ‘Shareholder Information – Summary Document’, which is available on the Credit Suisse website at: www.credit-suisse.com/agm
Increase of Authorized Capital for Scrip Dividend
With a majority of 92.95%, shareholders approved the increase in authorized capital in order to service the 2017 scrip dividend. Following the approval by shareholders, the authorized capital reserved for the scrip dividend will be increased from currently CHF 6,299,274.64 (equivalent to 157,481,866 registered shares) to CHF 9,520,000 (equivalent to 238,000,000 registered shares), and Art. 27 of the Articles of Association will be amended accordingly.
Approval of the Compensation of the Board of Directors and the Executive Board
The Annual General Meeting adopted the proposal to approve a maximum amount of compensation for the Board of Directors of CHF 12.0 million for the period until the 2018 Annual General Meeting with a majority of 73.09%.
Additionally, the Annual General Meeting adopted the proposal of the Board of Directors to approve the aggregate amount of CHF 17.01 million for short-term variable compensation for the Executive Board for the 2016 financial year, with a majority of 59.59%. The Annual General Meeting also adopted the proposal to approve a maximum amount of CHF 31.0 million for the fixed compensation for the Executive Board for the period until the 2018 Annual General Meeting with a majority of 81.69% and approved the maximum amount of CHF 31.2 million for long-term variable compensation for the 2017 financial year, with a majority of 73.52%.
Consultative Vote on the 2016 Compensation Report
In a consultative vote, shareholders accepted the 2016 Compensation Report, with a majority of 57.98%.
Elections to the Board of Directors
Chairman Urs Rohner and the other members of the Board of Directors who stood for re-election were confirmed for a further term of office of one year.
Andreas Gottschling and Alexandre Zeller were elected to the Board of Directors as new members for a term of office of one year.
Andreas Gottschling was a member of the management board and chief risk officer of Erste Group Bank AG, Vienna, from 2013 to 2016. From 2012 to 2013, he was a senior advisor in the risk practice at McKinsey & Company, Zurich. Prior to that, he was with Deutsche Bank in London and Frankfurt, as a member of the Risk Executive Committee and Divisional Board from 2005 to 2012, with additional responsibility as Global Head of Operational Risk from 2006 to 2010. From 2003 to 2005, he held the role of Head of Quant Research at LGT Capital Management in Pfäffikon. From 2000 to 2003, he was a consultant at Euroquants, Frankenthal, and a Professor of Finance at Washington State University, Washington. He started his career at Deutsche Bank Research in 1997. Prior to that he studied Mathematics and Economics at Albert-Ludwigs University of Freiburg im Breisgau and Harvard University, and holds a Master and a PhD in Economics from the University of California, San Diego. Andreas Gottschling is a German citizen.
Alexandre Zeller was appointed Chairman of the Board of Directors of Credit Suisse (Schweiz) AG with effect from October 1, 2016. Prior to that, he was Chairman of the Board of Directors of SIX Group AG from May 2013. After completing his studies at the University of Lausanne (Business Administration) and Harvard Business School in Boston (Advanced Management Program), he worked in International Operational Audit at Nestlé in Vevey from 1984 to 1987. He subsequently held various functions at Credit Suisse in Zurich until 2002, during which time he was appointed to the Executive Board of Credit Suisse Private Banking in 1999 and to the position of CEO Private Banking Switzerland in 2002. After working as the CEO of Banque Cantonale Vaudoise in Lausanne from 2002 to 2008, he then moved to HSBC Private Bank (Suisse) in Geneva, where he worked until 2012 as the CEO, Country Manager Switzerland, and the Regional CEO Global Private Banking EMEA. Since 2012, Alexandre Zeller has held mandates as a professional board member with various companies and foundations in Switzerland. Alexandre Zeller is a Swiss citizen.
Re-Election of the Members of the Compensation Committee
The Annual General Meeting re-elected Iris Bohnet, Andreas N. Koopmann, Kai S. Nargolwala as members of the Compensation Committee for a term of one year. Alexandre Zeller was also elected as a new member of the Compensation Committee for a term of one year. Kai S. Nargolwala will serve as Chairman of the Compensation Committee for a term of one year.
Urs Rohner, Chairman of the Board of Directors of Credit Suisse Group, commented: “On behalf of the Board of Directors, I would like to thank the shareholders for confirming their support and approving all proposals put forward today. We have noted shareholders’ sentiment surrounding compensation. Also going forward, we will continue engaging with our shareholders and duly considering their views in our compensation approach. Following today’s elections, I am delighted to welcome Andreas Gottschling and Alexandre Zeller as new members of our Board of Directors. I believe that the Board of Directors will benefit significantly from their strong track record and expertise in financial services and risk management. I also wish to express my considerable thanks to Noreen Doyle, Jean Lanier and Jassim Bin Hamad J.J. Al Thani for their personal contributions to the Board of Directors.”
All the voting results, together with the speeches of Urs Rohner, Chairman of the Board of Directors, and Tidjane Thiam, Chief Executive Officer, are available online in English, German and French at: www.credit-suisse.com/agm
Composition of the Board of Directors as of April 28, 2017
The composition of the Board of Directors has changed following the elections. Richard E. Thornburgh was appointed Vice-Chair for a further term of one year. Severin Schwan was newly appointed as Vice-Chair as well as Lead Independent Director for a term of one year. See pdf for table showing the new composition of the Board of Directors.