Corporate Governance

Towards both the public and financial markets, Arbonia is aiming for an open information policy on the basis of the listing rules and regulations of SIX Exchange Regulation as well as the the Swiss Code of Best Practice for Corporate Governance.

Information on the Annual General Meeting Corporate Governance Report 2021

Articles of Association

The Arbonia is a public limited company under Swiss law with its registered headquarter in Arbon (Canton Thurgau). Arbonia AG comprises, after the sale of the Windows Division with effect on August 31, 2021, of the two Divisions HVAC (Heating, Ventilation and Air Conditioning) and Doors as well as a few central corporate functions. Operational control is exercised by the Group Management that is comprised of the CFO and the two division CEOs. Further details are available in the articles of association. The statutes form the legal framework of Arbonia AG and are approved by the General Assembly.
 

Capital

Arbonia has a share capital of CHF 291,787,620.60, divided into 69,473,243 fully paid registered shares with a par value of CHF 4.20 each. This remained unchanged in the unchanged in the last three reporting years (2018 - 2020). Each registered share equally entitles the holder to receive dividends and corresponds to one vote at the Annual General Meeting. No preferential rights are granted and the company has not issued any participation or dividend-right certificates. 

However, the Annual General Meeting has authorised the Board of Directors until 22 April 2024 to increase the share capital at any time by a maximum amount of CHF 29,148,000 by issuing a maximum of 6,940,000 registered shares with a nominal value of CHF 4.20 each, to be fully paid up (authorised capital increase). Similarly, the Board of Directors is authorised to increase capital by a maximum of CHF 29,148,000 by issuing a maximum of 6,940,000 registered shares with a par value of CHF 4.20 each, to be fully paid up (conditional capital increase). If the Board of Directors has made use of the authorisation granted by the General Meeting for an authorised capital increase, the conditional capital shall be reduced by the same amount. In the case of a conditional capital increase, this also applies in reverse to the authorised capital. Further details can be found in the Articles of Association.

Further information on the shares

In its Code of Conduct, the Arbonia Group is committed to environmental protection and the careful use of resources. It also sets out key social and ethical values such as commitment, responsibility, trust and cooperation. The Code of Conduct is binding for all employees. Application and implementation in daily contact with internal and external partners are integral parts of the corporate culture. To regulate the details, the Board of Directors has issued a Code of Conduct for each of the areas White Collar and Blue Collar. The Code of Conduct (Blue Collar) contains in-depth topics and regulations for production - for example on the handling of resources, occupational safety or environmental protection. It does not include specific white collar topics such as competition law.
 

Further rules and regulations

In addition to the Code of Conduct, which is mandatory for all employees, there are a number of other directives that apply to all employees. A non-exhaustive list of directives on the following topics can be found here:

  • Whistleblowing

  • Data protection

  • Acceptance of gifts
  • Sponsoring
  • Product safety and liability
  • Dealing with kick-back payments
  • Use and monitoring of Internet, e-mail and telephone
  • Protection against sexual harassment, bullying and discrimination
  • Behavior in competition
  • Insider trading and market manipulation
  • Water use
  • Treatment of waste and ressources

 

Supplier Code of Conduct

The Supplier Code of Conduct sets guidelines for the worldwide cooperation of Arbonia AG and its Group companies with their external partners and suppliers. The Supplier Code of Conduct contains the most important principles for the business activities of suppliers and for their dealings with human rights, working conditions, safety and health regulations, environmental protection regulations and with regard to ethically impeccable business conduct.

To Supplier Code of Conduct

Contact

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Contact form

Arbonia AG

Amriswilerstrasse 50

9320 Arbon

Switzerland

+41 71 447 41 41

holding@arbonia.com