All the resolutions proposed by the 董事会 were approved at the Annual General Meeting (AGM) that took place today in Geneva. This included the approval of the scrip dividend proposal and of the Company’s first annual report on non-financial matters, as well as the re-election of all proposed members of the 董事会.
Calvin Grieder, Chair of the 董事会, commented:
“On behalf of the 董事会 I would like to express my sincere gratitude to all our shareholders for their trust and continued support as we embark on a new and very exciting journey. 在一起, guided by our promise “当你需要确定的时候”, 我们将加快增长，建立信任. 展望未来, I am extremely confident our company will continue to lead the way in bringing highly innovative solutions to its customers and drive a thriving and sustainable business that provides real value to all stakeholders.”
股票分红建议
Shareholders approved the right to receive either a cash dividend of CHF 3.20 per share or a dividend in the form of shares of the company. The shares to be distributed as dividend to eligible shareholders will be valued at a discount of 6% to the market value of the SGS shares.
The 董事会 believes that the proposed option to receive the dividend in the form of shares at a discount is consistent with the Company’s plan to accelerate growth while retaining balance sheet strength. Such option offers eligible shareholders an attractive opportunity to increase their investment in SGS and to support the execution of Strategy 2027.
Official results related to the final uptake of the scrip dividend option are expected to be communicated on 22 April 2024.
The proposed share capital increase under agenda item 3.2 and the proposed share capital reduction under agenda item 3.3. 也被批准了.
财务和非财务报告
第一次, in compliance with the new Swiss rules on non-financial reporting and in line with SGS’s commitment to continue leading the way in Corporate 可持续性, the shareholders were invited to approve the company’s report on non-financial matters (article 964 b Code of Obligation).
年度报告, SGS SA的财务报表, the consolidated financial statements of the SGS Group and the report on non-financial matters were all approved very successfully. The 2023 Remuneration report also received strong shareholders’ approval.
重选董事会
All Board members standing for re-election were successfully approved by shareholders.
The 董事会 expressed its sincere appreciation to Shelby Du Pasquier, who decided to step down from the Board after 18 years of excellent service.
In 2024, the Board and its different committees will be composed as follows:
董事会
加尔文·格里德(主席), 萨米Atiya, 菲利斯张, 伊恩Gallienne, 托拜厄斯哈特曼, Jens Riedl, 代索伦森, 珍妮特Vergis.
薪酬委员会
萨米Atiya (Chair), 伊恩Gallienne, 代索伦森.
提名委员会
加尔文·格里德(主席), 萨米Atiya, 伊恩Gallienne.
审计委员会
代索伦森 (Chair), 托拜厄斯哈特曼, 珍妮特Vergis.
可持续发展委员会
代索伦森 (Chair), 菲利斯张, Calvin Grieder.
法定审计
PricewaterhouseCoopers SA, Genève was re-elected as Auditors of SGS S.A. 和集团审计师的2024营业年度.
薪酬问题
Shareholders approved the total remuneration budgets for SGS’s 董事会 and Senior Management, including remuneration of the 董事会 until the 2025 Annual General Meeting, the Annual Variable Remuneration of Senior Management for the fiscal year 2023 and the Long-Term Incentive plans to be issued in 2024 and 2025.
变更公司章程
The Shareholders also approved several changes to the company’s Articles of Association, which were mainly related to rules regarding the say on pay procedure for approval by the shareholders of the remuneration of the senior management.
减少股本
The shareholders also approved the cancellation of treasury shares previously purchased in application of share buy-back programs.
关于SGS
We are SGS – the world’s leading testing, inspection and certification company. We are recognized as the global benchmark for sustainability, quality and integrity. Our 99,600 employees operate a network of 2,600 offices and laboratories around the world.
