In line with its corporate values, EGL is committed to managing its business in a professional and transparent manner, and regards good corporate governance as an important prerequisite for success.
 
Excerpts of the most important elements in the report are presented here. To view the entire report, please refer to the latest EGL Group Annual Report.


Group structure
The parent company, Elektrizitäts-Gesellschaft Laufenburg (AG), is the only listed company in the group of consolidated companies. It is listed on the SIX Swiss Exchange and has its head office in Laufenburg (canton of Aargau), with a branch office in Dietikon (canton of Zurich). The market capitalisation of the listed bearer shares (Sec. No. 328822/ISIN CH 0003288229) amounted to CHF 2,904 million as at 30 September 2009 (closing price of EGL share CHF 1,100 x 2,640,000 shares).

Significant shareholders
Axpo Holding AG, Baden, directly holds 91.00% of the share capital. No shareholders’ agreements exist.

Capital
The ordinary share capital as at 30 September 2009 amounted to CHF 132 million. EGL does not have any authorised or conditional capital.

Board of Directors
Board members are elected for a period of three years and may be re-elected. There is no restriction on the number of terms of office. However, members of the EGL Board of Directors are only eligible until the age of 65. Newly elected members take over the predecessors’ term of office.

The Board of Directors is self-constituting. It appoints the Chairman and the Vice Chairman for a period of three years, as well as the Secretary, who need not be a member of the Board of Directors. The Board of Directors may appoint committees from among its members to perform special duties and assign them the necessary competences..

Audit and Finance Committee
The Audit and Finance Committee consists of Dr. Dominik Köchlin (Chairman), Dr. Peter Derendinger, Heinz Karrer and Dr. Rolf Bösch. It forms an independent assessment of the financial condition of the EGL Group, discusses the company’s financial statements with the CFO and the Chief Auditor, and provides advice to the Board of Directors, particularly with regard to financial objectives, financial strategy and financial planning.

Nomination and Remuneration Committee
The Nomination and Remuneration Committee consists of Dr. Peter Derendinger (Chairman), Heinz Karrer and Dr. Dominik Koechlin. It is charged with defining the contractual terms and conditions of employment for members of Executive Management. It also provides advice to the Board of Directors, particularly with regard to election proposals for new board members, the selection and evaluation of candidates for Executive Management, and other personnel matters.

Risk Council
Risk Council. In addition to the Board Committees there is a Risk Council, which is comprised of Heinz Karrer, Dr. Rolf Bösch, Dr. Peter Derendinger, the members of Executive Management and the Chief Risk Officer of EGL AG. The Risk Council issues guidelines on entering into trading risks and monitors EGL’s risk situation.

External auditors
The mandate to act as external auditors for EGL AG and to carry out the EGL Group
audit was awarded to KPMG AG, Basel.

Internal auditors
The internal audit of all EGL Group companies was performed by Pricewaterhouse-Coopers (PwC).