Annual Report 2012 Onlineversion

Corporate Governance

Kuehne + Nagel is committed to good corporate governance, which is an important and integral part of the management culture of the Kuehne + Nagel Group (the Group).

The principles of corporate governance, as defined in the Directive on Information Relating to Corporate Governance (RLCG) of the SIX Swiss Exchange, are laid down in the Articles of Association, the Organisational Rules, and the Committee Regulations of the holding company of the Group, Kuehne + Nagel International AG, Schindellegi, Switzerland (the Company). The Group follows best practice recommendations and standards established in the “Swiss Code of Best Practice for Corporate Governance”.

Group structure and shareholders

Under Swiss company law the Group is organised as limited company that has issued shares of common stock to investors. Kuehne + Nagel International AG is the ultimate holding company of the Group.

Operational group structure

The operational structure of the Group is divided into the following segments:

Reportable segment consisting of the business units:

  • Seafreight
  • Airfreight
  • Road & Rail Logistics
  • Contract Logistics
  • Real Estate
  • Insurance Brokers

Geographical information relating to the regions:

  • Europe
  • Americas
  • Asia-Pacific
  • Middle East, Central Asia and Africa

Business performance is reported according to this operational structure. For further information on the business units, please refer to sections “Reports of the Business Units” and the “Consolidated Financial Statements” respectively.

Listed companies of the Group
Kuehne + Nagel International AG, the ultimate holding company, is the only company listed on the Stock Exchange within the scope of the Group’s consolidation. Kuehne + Nagel International AG has its registered office in Schindellegi, Switzerland, and its shares are listed on the SIX Swiss Exchange, Zurich. The company’s market capitalisation amounted to CHF 13,200 million (120 million registered shares at CHF 110.00 per share) on the closing date (December 31, 2012).

Of the total Kuehne + Nagel International AG share capital on the closing date:

  • the free float consisted of 55,834,609 shares
    = 46.5 per cent and
  • treasury shares consisted of  265,391 shares
    = 0.2 per cent

Kuehne + Nagel International AG shares are traded under the symbol “KNIN”, the security number is 2,523,886 and ISIN is CH0025238863.

Non-listed companies in the Group‘s consolidation
The main subsidiaries and associated companies of the Group are disclosed in the appendix “Significant subsidiaries and joint ventures” to the Consolidated Financial Statements, including particulars as to the country, name of the company, location, share capital, and the Group’s stake in per cent.

Main shareholders
The main shareholder of the Group is Kuehne Holding AG, Schindellegi, Switzerland, which held 53.3 per cent of the Kuehne + Nagel International AG share capital on the closing date. The Kuehne Holding AG is 100 per cent owned by Klaus-Michael Kuehne. 

The Kuehne Foundation held 4.3 per cent of the Kuehne + Nagel International AG share capital on the closing date.

Cross-shareholdings
On the closing date there were no cross-shareholdings in place.

Capital structure

Ordinary share capital on the closing date
The ordinary share capital of Kuehne + Nagel International AG amounts to CHF 120 million and is divided into 120 million registered shares of a nominal value of CHF 1 each.

Authorised and conditional share capital
The Annual General Meeting held on May 8, 2012, extended its authorisation of authorised share capital up to a maximum of CHF 20 million by another two years until May 6, 2014.

The Annual General Meeting held on May 2, 2005, approved a conditional share capital increase up to a maximum of CHF 12 million and to add the respective section in the Articles of Association.

The Annual General Meeting held on May 8, 2012, approved a conditional share capital increase up to a maximum of CHF 20 million for the purposes of investments of employees of the company or of one of its affiliated companies.

So far no use has been made of these rights. There is no resolution of the Board of Directors outstanding for further issuance of either authorised or conditional capital.

A description of the group of beneficiaries and of the terms and conditions of the authorised and conditional share capital, can be found in the Articles of Incorporation Art. 3.3, 3.4 and 3.5 which are available on the Company website (http://www.kn-portal.com/about_us/investor_relations/corporate_governance/).

Change in capital over the past three years
During the years 2010 through 2012 no changes in capital occurred other than related to authorised and conditional share capital as outlined above.

Shares and participating certificates
On the closing date 120 million registered shares of a nominal value of CHF 1 each were outstanding. At the same date, no participating certificates were outstanding.

Profit sharing certificates
There were no profit sharing certificates outstanding on the closing date.

Limitations on transferability and nominee registrations
Each share has one vote. All shares have equal voting rights and no preferential rights or similar entitlements exist. The Articles of Association do not provide for any limitations on the transfer of shares. Nominees are entered in the share register only upon their written agreement to declare the names, addresses, and shareholdings of the respective persons on whose account they are holding shares.

Convertible bonds and warrants/options
No convertible bonds, warrants or options were outstanding on the closing date other than related to the Group’s Employee Share Purchase and Option Plan (SPOP). For details with respect to the Group’s Employee Share Purchase and Option Plan (SPOP), please refer to note 37 of the Consolidated Financial Statements.

Board of Directors

At the Annual General Meeting of May 8, 2012, Klaus-Michael Kuehne, Karl Gernandt, Bernd Wrede, Dr. Renato Fassbind, Juergen Fitschen, Hans-Joerg Hager, Hans Lerch, Dr. Thomas Staehelin and Dr. Joerg Wolle were re-elected to the Board of Directors for a one-year term. Dr. Wolfgang Peiner, whose mandate expired at the Annual General Meeting, retired from the Board.

On the closing date the Board of Directors comprised nine members. Their biographical particulars are as follows:

Klaus-Michael Kuehne, Honorary Chairman, German, 1937
Commercial apprenticeship in banking industry.

Other significant activities: Chairman of the board of trustees of the Kuehne Foundation, Schindellegi, and the Klaus-Michael Kuehne Foundation, Hamburg; Chairman of the Board of Directors of the Kuehne Logistics University GmbH (KLU), Hamburg.

Positions within the Kuehne + Nagel Group:

1958 Entrance into the family business followed by various management positions
1966–1975 Chief Executive Officer of the Group
1975–1992 Delegate and member of the Board of Directors

1992–2009

Executive Chairman of the Board of Directors
Chairman of the Nomination and Compensation Committee
2009–2011 Chairman of the Board of Directors
Chairman of the Nomination and Compensation Committee
2010–2011 Chairman of the Chairman’s Committee
2011–today

Honorary Chairman of Kuehne + Nagel International AG
Member of the Board of Directors elected until the Annual General Meeting 2013
Member of the Nomination and Compensation Committee
Member of the Chairman’s Committee

 

Karl Gernandt, Chairman, German, 1960
After completing his studies in business administration at the University of St. Gallen, Switzerland, Karl Gernandt worked for Deutsche Bank AG from 1988 to 1996. There he held positions including that of assistant to the Head of the Board of Management and Chairman of the Supervisory Board as well as functions in international banking in Germany, Asia and the USA. From 1997 to 1999 he set his mark on the Financial Institution Group of A.T. Kearney GmbH. In 1999, Karl Gernandt moved to Holcim (Deutschland) AG as CFO, in 2000, he was appointed CEO and at the same time member of the European Board of Holcim Ltd, Switzerland. In 2007, he became CEO of the Holcim Western Europe region, Brussels. Since October 1st, 2008, Karl Gernandt has been nominated as CEO of Kuehne Holding AG, Schindellegi, and board member of the Kuehne Foundation. He is also Managing Director of the Klaus-Michael Kuehne Foundation in Hamburg.

Other significant activities: Member of the Board of Directors of HCI Capital AG, Hamburg; Vice Chairman of the Board of Directors of Hapag-Lloyd AG, Hamburg, and Member of the Board of Directors of Holcim (Deutschland) AG, Hamburg.

Positions within the Kuehne + Nagel Group:

2008–2011 Member of the Board of Directors
2009–2011 Executive Vice Chairman and Delegate of the Board of Directors
2010–2011 Member of the Chairman’s Committee
2011–today Chairman of the Board of Directors elected until the Annual General Meeting 2013
Chairman of the Chairman’s Committee Member of the Nomination and Compensation Committee
Member of the Audit Committee

 

Bernd Wrede, Vice Chairman, German, 1943
Graduated in business administration from the Universitiy of Wuerzburg. From 1982 to 2001 Bernd Wrede was member of the Board of Hapag-Lloyd AG, Hamburg, and its Chairman as of 1993. Currently he is working as an independent management consultant.

Other significant activities: Member of the Supervisory Board of HSH Nordbank AG, Hamburg; Advisory Director of Investcorp International Ltd., London, and member of the Board of Trustees of the ZEIT Foundation, Hamburg.

Positions within the Kuehne + Nagel Group:

1999–2002 Member of the Board of Directors
2002–today Vice Chairman of the Board of Directors elected until the Annual General Meeting 2013
2008–2009 Member of the Investment Committee Chairman of the Economic Council
2003–2006/
2008–today
Member of the Audit Committee
2003–today Member of the Nomination and Compensation Committee
2010–today Member of the Chairman’s Committee

 

Dr. Renato Fassbind, Swiss, 1955
After graduating from his studies in economics at the University of Zurich, Dr. Renato Fassbind worked as an assistant in the “Institut für Schweizerisches Bankwesen” at the University of Zurich between 1979 and 1982. In 1984 he joined Hoffmann-La Roche AG in Basel and advanced to the Head of Internal Audit. In 1990 he joined ABB AG being the Chief Financial Officer from 1997 until 2002; from 2002 until 2004 he was the Chief Executive Officer of Diethelm Keller Group, Zürich.

In 2004 Dr. Renato Fassbind joined the Credit Suisse Group as the Chief Financial Officer of Credit Suisse Group AG and Credit Suisse AG until October 2010. In this function he was member of the Executive Boards of Credit Suisse Group AG and of Credit Suisse AG since 2004.

Other significant activities:  Vice Chairman of the Board of Directors of Swiss Re. Ltd., Zurich; Member of the Board of Directors of HSBC Holdings plc, London; Member of the Board of Directors of the Swiss Federal Audit Oversight Authority (FAOA), Bern.

Positions within the Kuehne + Nagel Group:

2011–today Member of the Board of Directors elected until the Annual General Meeting 2013
2011–today Member of the Audit Committee



Juergen Fitschen,
German, 1948

Trained as a wholesale and export trader, then graduated in business administration from Hamburg University. Juergen Fitschen started his career in 1975 at Citibank in Hamburg. In 1983 he was appointed member of the Executive Committee of Citibank Germany. In 1987 he joined Deutsche Bank and after various management positions in Thailand, Japan, Singapore and UK he was appointed member of the Management Board in 2001 responsible for “Corporate and Investment Bank”.

Since 2002 Juergen Fitschen is member of the Group Executive Committee of Deutsche Bank and as of 2004 Global Head of Regional Management and CEO of Deutsche Bank Germany. In these functions he was appointed member of the Management Board of Deutsche Bank AG in 2009. Since June 1, 2012 he is Co-Chairman of the Management Board and the Group Executive Committee of Deutsche Bank AG.

Other significant activities: Member of the Supervisory Board of Metro AG.

Positions within the Kuehne + Nagel Group:

2008–today Member of the Board of Directors elected until the Annual General Meeting 2013
2008–2009 Member of the Economic Council

 

Hans-Joerg Hager, German, 1948
Hans-Joerg Hager holds a bachelor degree from the Wuerttemberg Administration and Business Academy in Stuttgart and completed successfully the “TOP International Management Program” at INSEAD, Fontainebleau in 1998. Since January 2009 he is the President of the UCS (entrepreneurs-colloquium forwarding).

Hans-Joerg Hager held various board positions at Schenker AG from 1996 to 2008. In 2000 he was appointed Chairman of Schenker AG, Germany which position he held until 2008. From 2001 to 2004 and from 2006 to 2008 Hager was member of the Board of Schenker AG responsible for the Europe region and the overland transportation business.

Positions within the Kuehne + Nagel Group:

2009–today Member of the Board of Directors elected until the Annual General Meeting 2013

 

Hans Lerch, Swiss, 1950
Commercial apprenticeship in tourism industry with a 35 years career at Kuoni Travel Holding Ltd., assignments in the Far East from 1972–1985, various responsibilities at the company’s headquarters in Zurich, President and CEO from 1999–2005. Chairman and CEO of SR Technics in Zurich from 2005–2008. Vice Chairman of Hotelplan Holding Ltd., Zurich, since 2010.

Other significant activities: Executive Vice Chairman of Abercrombie & Kent Group of companies, London; Chairman of the Board of Directors of the International School of Tourism Management, Zurich; Vice Chairman of the Board of Directors of New Venturetec Ltd., Zug; Chairman of the Board of Trustees of the move>med Foundation, Zurich.

Positions within the Kuehne + Nagel Group:

2005–today Member of the Board of Directors elected until the Annual General Meeting 2013
2006–today Member of the Nomination and Compensation Committee

 

Dr. Thomas Staehelin, Swiss, 1947
Holds a PhD in law from the University of Basel; Lawyer. Dr. Thomas Staehelin is a Swiss Corporate and Tax Attorney and Partner in the Basel based law firm Fromer Advokatur und Notariat.

Other significant activities (among others): Chairman of the Board of Directors of Kuehne Holding AG, Schindellegi; Vice Chairman of Kuehne Foundation; Member of the Board of Directors and Chairman of the Audit Committee of Inficon Holding AG, Bad Ragaz; Chairman of the Board of Directors of Swissport International SA, Opfikon, and of Scobag Privatbank AG, Basel; Chairman of the Board of Directors of Lantal Textiles, Langenthal and of Stamm Bau AG, Binningen; Member of the Board of Directors of economiesuisse (Swiss Business Federation); President of the Basel Chamber of Commerce; Chairman of Vereinigung der Privaten Aktiengesellschaften and member of the Swiss Foundation for Accounting and Reporting Recommendations (SWISS GAAP FER).

Positions within the Kuehne + Nagel Group:

1978–today Member of the Board of Directors elected until the Annual General Meeting 2013
2006–today Chairman of the Audit Committee

 

Dr. Joerg Wolle, German/Swiss, 1957
Holds a PhD in engineering sciences. Since June 2002 President and CEO of DKSH Group. Previously he worked in the same function at SiberHegner since 2000. From 1991 to 1995 Dr. Joerg Wolle worked as Director of Marketing and Sales at SiberHegner in Hong Kong and in 1995 became a member of the Management Board in Zürich. From 1988 to 1990 he was Project Manager at SKF.

Other significant activities: Honorary Professor for “Intercultural Communication” at the University of Applied Sciences, Zwickau, Germany. Member of the Management Board of the German Asia-Pacific Business Association and member of the Board of Directors of Diethelm Keller Holding, Switzerland.

Positions within the Kuehne + Nagel Group:

2010–today Member of the Board of Directors elected until the Annual General Meeting 2013
2011–today Chairman of the Nomination and Compensation Committee

 

With the exception of the Chairman of the Board of Directors, Karl Gernandt, all members of the Board of Directors are non-executive directors, none of them serves as a member of the Management Board and with the exception of the Honorary Chairman, Klaus-Michael Kuehne, none of them has important business connections with Kuehne + Nagel.

Election and duration of tenure
Board members are elected for a period of one year. There are no limits regarding the number of terms of service or the age of the incumbents. The election for Board membership is carried out whenever the tenure expires. Instead of summary election of the whole Board of Directors, individual re-elections are held for each member. This allows shareholders to judge the contribution of each member of the Board of Directors separately.

Internal organisation, Board committees and meetings in 2012
According to the Articles of Association and the Swiss corporate law the main tasks of the Board of Directors comprise:

  • strategic direction and management of the Company,
  • accounting matters,
  • financial control and planning,
  • appointing and dismissing Management Board members and other senior executives,
  • supervisory control of business operations, and
  • submission of proposals to the Annual General Meeting, in particular the KNI and Group Financial Statements.

Karl Gernandt is the Chairman of the Board of Directors and Klaus-Michael Kuehne is Honorary Chairman of Kuehne + Nagel International AG. The entire Board of Directors, however, is responsible for decisions on such above-mentioned aspects that are of significant importance to the Group. The scope of responsibilities of the Board of Directors, the Chairman and the Vice Chairman is stipulated in the Organisational Rules.

The Board of Directors usually convenes for a two-day meeting quarterly with the Management Board being at least represented by the CEO and the CFO. The Board of Directors can invite other members of the Management Board to attend these meetings at its discretion.

The Board of Directors takes decisions during the meetings or by written circular resolutions. All Committees meet as often as required, but usually quarterly.

Audit Committee
The Audit Committee consists of three to five non-executive, predominantly independent members of the Board of Directors elected for a period of one year. Re-election as member of the Audit Committee is allowed, whereby Members of the Management Board cannot be members of the Audit Committee.

The Audit Committee reviews the quarterly financial statements prior to publication. As part of the regular contacts between the Audit Committee and both the internal and external auditors, the quality and functioning of the internal control mechanisms and the risk assessments are reviewed and evaluated continually on the basis of written reports from the internal audit department as well as of management letters from the external auditors based on their interim audits in order to set priorities for the year-end audit. Furthermore, a regular contact with the external auditors throughout the year enables the Audit Committee to obtain knowledge of problem areas at an early stage. This allows proposing the timely introduction of any corrective measures to the Management Board.

Dr. Thomas Staehelin was the Chairman of the Audit Committee on the closing date, assisted by its members Karl Gernandt, Bernd Wrede and Dr. Renato Fassbind.

The Audit Committee holds at least four meetings annually. The Honorary Chairman can take part in the meetings as an advisor. Unless otherwise determined by the Audit Committee, the CEO, the CFO and the audit partner in charge take part in all meetings, whilst the head of internal audit is invited as an advisor whenever needed. In 2012 the audit partner in charge attended three meetings of the Audit Committee. The Committee’s Chairman informs the other members of the Board of Directors about the topics discussed in detail and decisions taken and/or to be submitted to the entire Board of Directors for approval.

Nomination and Compensation Committee
The Nomination and Compensation Committee consists of three to five members of the Board of Directors elected for a period of one year. Re-election is allowed. The Chairman of the Board of Directors is permitted to be part of the Nomination and Compensation Committee as long as the majority consists of non-executive and independent members.

The Committee is responsible for nominating and securing the competent staffing of the Management Board. For this purpose the Committee, on the one hand, develops guidelines and criteria for the selection of candidates and on the other hand, provides initial gathering of information as well as review of potential new candidates according to the guidelines mentioned above. The Committee prepares a resolution to be resolved by the Board of Directors.

The Committee defines the principles of compensation for the members of both the Board of Directors and the Management Board. The Committee recommends the amounts of compensation for each member of the Board of Directors. Moreover, it evaluates the individual performance of each member of the Management Board and approves their compensation in amount and composition.

On the closing date, Dr. Joerg Wolle was the Chairman of the Nomination and Compensation Committee; Klaus-Michael Kuehne, Karl Gernandt, Bernd Wrede and Hans Lerch were members.

On invitation of the Chairman, the Nomination and Compensation Committee convenes as often as business requires, but at least three times a year. Members of the Management Board can take part in the Nomination and Compensation Committee meetings by invitation.

The Board of Directors is informed by the Chairman of the Nomination and Compensation Committee about all issues discussed, in particular, about all decisions to be taken within the competence of the Board of Directors.

Chairman’s Committee
The Chairman’s Committee consists of the Chairman, the Vice Chairman and the Honorary Chairman of the Board of Directors for the period of their tenure in the Board of Directors. The Chairman’s Committee advises the Board of Directors on the financial performance of the Group, its economical development and measures of optimisation as well as of any other significant developments within the Group. In its advisory role the Chairman’s Committee reports to the Board of Directors for decisions.

On the closing date, Karl Gernandt was the Chairman of the Chairman’s Committee and Klaus-Michael Kuehne and Bernd Wrede were members.

On invitation of the Chairman, the Chairman’s Committee convenes as often as business requires, but typically four times a year. The Board of Directors has the discretion to invite members of the Management Board being at least represented by the CEO and the CFO and to invite other members of the Management Board to attend these meetings.

The Board of Directors is informed by the Chairman of the Chairman’s Committee about all issues discussed, in particular, about all decisions to be taken within the competence of the Board of Directors.

Rules of competence between the Board of Directors and the Management Board
The Board of Directors executes the non-transferable and inalienable duties of the ultimate management of the Group. As far as the non-transferable and inalienable duties of the Board of Directors are not concerned, the management responsibility of the Kuehne + Nagel Group is an obligation of the Chairman of the Board of Directors. He is entitled to transfer responsibilities and competences relating to the operational management to the Management Board. The Management Board is responsible for the development, execution and supervision of the day-to-day operations of the Group and the Group companies to the extent they are not allocated to the Annual General Meeting, the Statutory Auditor, the Board of Directors or the Chairman of the Board of Directors by law, by the Articles of Association or by the Organisational Rules. The Organisational Rules define which businesses are able to be approved by the Management Board and which ones require the approval of the Chairman of the Board of Directors pursuant to approval requirements based on the extent and kind of the respective business. 

Although delegated to the Management Board, the following businesses require the approval of the Chairman of the Board of Directors:

  • General guidelines for corporate policy, management, organisation, quality principles and catalogues of competences
  • Determination and change of Corporate Identity
  • Substantial acquisition or foundation of subsidiaries or affiliates respectively their sale, encumbrance or liquidation as well as substantial purchase and sale of properties and buildings
  • Substantial capital increases and capital restructuring of subsidiaries
  • Substantial lease and rent commitments
  • Yearly target setting process as well as any amendments thereto
  • Initiation or execution of lawsuits/legal proceedings and other official procedures with a significant dispute value or exposure.

Information and control system of the Management Board
The Management Board informs the Board of Directors on a regular and timely basis about the course of business by means of a comprehensive financial Management Information System (MIS) report which provides monthly worldwide consolidated results by segment and country including comparative actual, budgeted and prior-year figures as well as consolidated Balance Sheet and Cash Flow analysis two weeks after a month’s end at the latest.

The Chairman of the Board of Directors takes part in the Management Board meetings regularly, while the CEO and the CFO are generally invited to meetings of the Board of Directors, the Audit Committee as well as to the meetings of the Chairman’s Committee. Members of the Management Board can take part in Nomination and Compensation Committee meetings by invitation. Depending on the agenda, the Board of Directors has the discretion to invite other members of the Management Board to attend its meetings.

Risk management is a fundamental element of the Group’s business practice on all levels and encompasses different types of risks. At Group level, risk management is an integral part of the business planning and controlling processes. Material risks are monitored and regularly discussed with the Risk and Compliance Committee of the Management Board and with the Audit Committee. The risk management system within the Group covers both financial and operational risks.

Furthermore, risk management is part of the Internal Control System (ICS). Preventive and risk-reducing measures to control risks are proactively taken on different levels and are a fundamental part of management responsibility. Finance and accounting department conducts in collaboration with regional management and Management Board a risk assessment at least once a year. Details on risk management, including identified risks, are provided in the Consolidated Financial Statements, note 48.

Internal audit function reports directly to the Chairman of the Board of Directors about ongoing activities and audit reports and acts under the supervision of the Audit Committee. Kuehne + Nagel’s Internal Audit is an independent, objective assurance and consulting activity that assists Management in the effective exercising of their responsibilities by assessing the adequacy and effectiveness of internal controls.

Board and committees: Membership, attendance, number and duration of meetings
Board and committeesBoard of
Directors
Audit
Committee
Nomination and
Compensation
Committee
Chairman’s Committee
  1. Retired from the Board of Directors on May 8, 2012.   
Number of meetings in 2012 5 6 8 8
Approximate duration of each meeting 9 hours 3 hours 2 hours 3 hours
Klaus-Michael Kuehne 5   8 8
Karl Gernandt 5 6 8 8
Bernd Wrede 5 4 8 8
Dr. Renato Fassbind 5 6    
Juergen Fitschen 5      
Hans-Joerg Hager 5      
Hans Lerch 5   6  
Dr. Wolfgang Peiner 1      
Dr. Thomas Staehelin 4 6    
Dr. Joerg Wolle 4   8  

Management Board

As of November 30, 2012, Dirk Reich stepped down as member of the Management Board responsible for the business unit Contract Logistics.

The Board of Directors of Kuehne + Nagel International AG has appointed Stefan Paul, former CEO of DHL Freight Germany, as new member of the Management Board as of February 1, 2013. He will be responsible for the business unit Road & Rail Logistics.

As of March 1, 2013, Dr. Detlef Trefzger, former member of the Executive Board of Schenker AG, Germany, has been appointed as new member of the Management Board. He will take over global responsibility for the business unit Contract Logistics.

On the closing date, the biographical particulars of the Management Board are as follows:

Reinhard Lange, German, 1949
Apprenticeship and graduation in logistics.

Positions within the Kuehne + Nagel Group:

1971–1985 Head of Seafreight Import, Bremen, Germany
1985–1990 Regional Director Seafreight Asia-Pacific, Hong Kong
1990–1995 Member of the German Management Board responsible for seafreight and industrial packing
1995–1999 President and Chief Executive Officer of Kuehne + Nagel Ltd., Toronto, Canada
1999–2008 Chief Operating Officer (COO) Sea & Air Logistics of the Group
2007–2008 Deputy CEO
2009–today Chief Executive Officer (CEO) of the Group,
Chief Executive and Chairman of the Management Board of KNI

 

Gerard van Kesteren, Dutch, 1949
Chartered accountant. Spent 17 years at Sara Lee Corporation in various management positions in finance, lastly as Director of Financial Planning and Analysis.

Positions within the Kuehne + Nagel Group:

1989–1999

Regional Financial Controller Kuehne + Nagel Western Europe
1999–today Chief Financial Officer (CFO) of the Group



Lothar Harings,
German, 1960
Lawyer (assessor iur.). Various national and international management positions with Siemens, amongst others, Vice President Human Resources Siemens AG for Enterprise & International HR ICN from 1998 to 2002. Member of the Management Board of T-Mobile International. Responsible for Global Human Resources with T-Mobile AG and Deutsche Telekom from 2002 until March 2009.

Other significant activities: Member of the Board of Directors of University Bonn; Member of the academic advisory board of Bonner Akademie, Bonn, and National Curator of Deutsches Komitee of AIESEC e. V., Bonn.

Positions within the Kuehne + Nagel Group:

1.4.2009–today Chief Human Resources Officer (CHRO)
2010–today Company Secretary

 

Martin Kolbe, German, 1961
Graduated computer scientist. Positions in IT management including CIO with Deutsche Post World Net from 2002 to 2005, responsible for DHL Europe and DHL Germany as well as member of the Supervisory Board in several DPWN-associated companies. Other significant activities: Member of advisory board for degree courses in Business Informatics at the Technical University Berlin.

Position within the Kuehne + Nagel Group:

2005–today Chief Information Officer (CIO) of the Group

 

Horst-Joachim (Otto) Schacht, German, 1959
Graduated as a shipping agent.

From 1978 to 1997 various positions with Hapag-Lloyd, including three years as United States Posting and Trade Manager Far East-Europe.

Positions within the Kuehne + Nagel Group:

1997–1999 Member of the Management Board of Kuehne + Nagel Germany, responsible for Seafreight
1999–2011 Senior Vice President Global Seafreight
As of 01.09.2011 Executive Vice President Seafreight of the Group

 

Tim Scharwath, German, 1965
Graduated from the University of Hamburg (Dipl. Kfm.)

Positions within the Kuehne + Nagel Group:

1992–2003 Various Management Positions within the Kuehne + Nagel Group
2004–2007 Executive Vice President Airfreight Central Europe
2007–2008 Managing Director of Kuehne + Nagel Netherlands

2008–2011

Regional Director North West Europe
As of 01.09.2011 Executive Vice President Airfreight of the Group

 

Compensation, shareholdings and loans
The compensation of the Board of Directors and Management Board is regulated and reviewed by the Nomination and Compensation Committee annually or when management contract tenures expire.

The Board of Directors regulates the principles of compensation, allocation of shares and granting of loans to the Board of Directors, while the Board of Directors’ Nomination and Compensation Committee regulates such matters for the Management Board.

In 2012 the members of the Board of Directors received a guaranteed cash compensation as well as a compensation for participation in the respective committees as follows:

Board of Directors



in CHF
Guaranteed
Compensation
Additional
Compensation
Audit
Committee
Additional
Compensation
Nomination and
Compensation
Committee
Additional
Compensation
Chairman‘s
Committee
  1. Compensations are included in remuneration to the Chairman and the Management Board; refer to note 12 to the 2012 Financial Statements of Kuehne + Nagel International AG.

 

Chairman of the Board of Directors 1 300,000 15,000 10,000
Vice Chairman and members 1,929,167 45,000 80,000 30,000
Total 2,229,167 60,000 90,000 30,000

The members of the Management Board receive a cash income with a fixed component and a component linked to the Group’s net earnings; furthermore, they have the possibility to participate in the Group’s share-based compensation plans.

Remuneration accrued for and paid to members of the Board of Directors and the Management Board
The total remuneration accrued for and paid to the members of the Board of Directors and the Management Board in the financial year 2012 amounted to CHF 16 million, of which CHF 14 million were paid to the sole executive member of the Board of Directors and the members of the Management Board, and CHF 2 million to the non-executive members of the Board of Directors.

Further details on the remuneration accrued for and paid to the members of the Board of Directors and the Management Board can be found in note 12 to the 2012 Financial Statements of KNI.

Shareholders’ participation

Restrictions and delegation of voting rights
Each share has one vote. All shares have equal voting rights and no preferential rights or similar entitlements exist.

For resolutions concerning the discharge of the members of the Board of Directors, persons who currently take part in the company’s management in any manner do not have a voting right.

Registered shares may only be represented by persons who are entered in the share register as shareholders or beneficiaries who have a written power of attorney. Representatives in possession of proxies for shares held in safekeeping accounts according to Article 689d of the Swiss Code of Obligations and representatives of executive bodies do not need to be shareholders. Individual companies, partnerships or legal entities may arrange to be represented by legal representatives or representatives pursuant to the Articles of Association or by other authorised representatives, even if their representatives are not shareholders.

Statutory quorums
In general, the legal rules on quorums and terms apply. The following shall require a resolution to be passed by the General Meeting by at least two thirds of the voting rights represented and by a majority of the nominal value of the shares represented:

  • The introduction or removal of restrictions on the transferability of registered shares;
  • The conversion of registered shares into bearer shares or of bearer shares into registered shares;
  • The dismissal of more than one quarter of the members of the Board of Directors.

Calling of an Annual General Meeting
The calling of an Annual General Meeting is guided by the law. The agenda contains all necessary information needed to deliberate each item on the agenda. In particular, this includes information for the appointment of new members to the Board of Directors and, in the event of changes to an article of association, the announcement of the new wording.

Agenda of the Annual General Meeting
Shareholders owning shares with a total nominal value of at least CHF 1 million can request that items be added to the agenda up to 45 days prior to the date fixed for the Annual General Meeting by submitting details of their proposals in writing.

Registration of shareholders into the share register
Registered shares can only be represented at the Annual General Meetings by either shareholders or beneficiary owners whose personal particulars and size of shareholdings have been entered in the KNI share register. Such shareholders and/or beneficiary owners who are not in a position to attend the Annual General Meeting are entitled to nominate a representative by written proxy.

The share register remains closed for any movements during six calendar days preceding and including the date of the Annual General Meeting.

Changes of control and defence measures

Duty to make an offer
There are no opting-out or opting-in rules provided for in the Articles of Association.

Clauses on changes of control
No member of either the Board of Directors or the Management Board or other senior management staff has clauses on change of control in their employment contracts.

Statutory auditors

Duration of the mandate and term of office of the lead auditor
KPMG AG, Zurich, initially adopted the mandate for the business year 2002 as per declaration of acceptance dated May 8, 2002. The re-election for the business year 2012 was confirmed with the declaration of acceptance dated April 13, 2012. The lead auditor, Marc Ziegler, took over the mandate starting with the business year 2009.

The rotation rhythm of the lead auditor is seven years and thus corresponds with the legal rule.

Audit fees
According to the Group’s financial records the fees charged for auditing services for the year 2012 amounted to CHF 3.9 million.

Additional fees
In addition to the fees mentioned above, the statutory auditors are asked on a very restrictive basis to provide certain consulting services beyond the mandate of the annual audit. In 2012 an amount of CHF 0.6 million was incurred related to consulting services.

Supervisory and controlling instruments towards the statutory auditors
The work performed by the external statutory auditors is supervised, controlled, and duly monitored by the Board of Directors’ Audit Committee. The statutory auditors report to the Audit Committee regularly and in 2012 attended three Audit Committee meetings in the person of the audit partner in charge. In 2012 the audit partner in charge also attended one meeting of the Board of Directors. The main criteria for the selection of the external audit company are its worldwide network, its reputation, and its competitive pricing.

Information policy

The Kuehne + Nagel Group strives for ensuring a comprehensive and consistent information policy. The ambition is to provide analysts, investors and other stakeholders with high levels of transparency that meet best practice standards accepted worldwide.

To this end Kuehne + Nagel uses print media and, in particular, its corporate website, www.kuehne-nagel.com, where up-to-date information is available. This information contains an overall presentation of the Group, detailed financial data as well as information on environmental and security matters, which are of increasing importance. Furthermore, Kuehne + Nagel provides up-to-date information on significant, business-related occurrences and organisational changes, and updates all general information on the Company continually.

The Annual Report covering the past financial year is available for download in extracts or in its entirety in English and German (http://www.kn-portal.com/about_us/investor_relations/ annual_reports/).

Kuehne + Nagel publishes its quarterly financial data on the corporate website (http://www.kn-portal.com/about_us/investor_relations/financial_presentations/). Prior to the first quarterly results being released the financial calendar is published announcing the dates of the upcoming quarterly reports as well as of the Annual General Meeting (http://www.kn-portal.com/about_us/investor_relations/financial_calendar/).

The contact address for Investor Relations is:

Kuehne + Nagel Management AG
Investor Relations
Dorfstrasse 50
P.O. Box 67
CH-8834 Schindellegi
Switzerland
Phone: +41 (0)44 786 95 61

In addition, detailed contact information per field of activity is available on Kuehne + Nagel’s website, www.kuehne-nagel.com, to any persons interested.To top