Business
Sonova : Corporate Governance Bericht 2024/25 (Nur Englisch)
Sonova : Corporate Governance Bericht 2024/25 (Nur
About this update from Sonova Holding Ag
Corporate governance Good governance supports responsible corporate behavior, transparency, and sustainable business practices. Sonovaʼs mission is to have a positive effect on our consumersʼ lives. This closely aligns with our aspiration to have a positive impact on society as a whole by running our business in a sustainable, responsible manner. "We take accountability" is one of our core values: Continuously improving our Environmental, Social, and Governance (ESG) performance is embedded throughout our business, and we strive to optimize these factors with the same level of dedication as we do our financial objectives. We see good corporate governance as an essential pillar of our ESG strategy, ensuring that the company is managed in the long-term interests of its key stakeholders. The details of what constitutes good corporate governance continue to evolve, and the Board of Directors, the CEO, and the Group Management Board constantly monitor developments to ensure that our commitments keep pace with expectations. At Sonova, we uphold a strong foundation of corporate governance that adheres to established standards and practices. The company meets its legal duties under the Swiss Code of Obligations, the SIX Swiss Exchange Directive on Information relating to Corporate Governance, and the standards defined in the Swiss Code of Best Practice for Corporate Governance. This report describes the principles of corporate governance for the Sonova Group and provides background information on the Groupʼs executive officers and bodies as of March 31, 2025. All relevant documents can be accessed at the corporate governance section of the Sonova website https://www.sonova.com/en/regulations-principles . For clarity and transparency, the compensation report is presented as a separate chapter of the Annual Report. Group structure Operational group structure The Sonova Group is headquartered in Stäfa, Switzerland, and is active in over 100 countries. Sonova has subsidiaries in over 30 countries and a network of independent distributors serving additional markets. Details of its business segments can be found in Note 2.2 to the consolidated financial statements. Listed companies Sonova Holding AG is listed on the SIX Swiss Exchange. Of all the companies in the Sonova Group, only the ultimate parent company of the consolidated Sonova Group, Sonova Holding AG, is listed on any stock exchange. Key data for the shares of Sonova Holding AG as of March 31, 2025: 2025 2024 2023 Market capitalization in CHF million 15,294 15,569 16,428 In % of equity 570% 625% 736% Share price in CHF 256.50 261.10 268.60 Registered office 8712 Stäfa, Switzerland Listed on SIX Swiss Exchange Security number 1254978 ISIN CH0012549785 Ticker symbol SOON Par value CHF 0.05 Non-listed companies Note 7.6 to the consolidated financial statements provides a list of the significant companies of the Sonova Group as of March 31, 2025. Companies are only listed if, during the financial year, at least one of the following criteria is met: (i) turnover exceeding 1% of the Sonova Groupʼs turnover; (ii) more than CHF 100 million in assets; (iii) more than 200 full time employees; or (iv) greater than CHF 50 million of equity. Shareholders Registered shareholders As of March 31, 2025, the shareholdings of registered shareholders were distributed as follows: Number of shares Registered shareholders 31.3.2025 Registered shareholders 31.3.2024 1 - 100 15,476 15,594 101 - 1,000 9,007 9,419 1,001 - 10,000 1,143 1,251 10,001 - 100,000 193 200 100,001 - 1,000,000 23 26 > 1,000,000 5 4 Total registered shareholders 25,847 26,494 Significant shareholders According to notifications received from Sonova Holding AG shareholders under the Swiss Financial Market Infrastructure Act, the following shareholders held more than 3% of Sonova Holding AGʼs registered share capital as of March 31, 2025: 2025 1) 2025 2) 2024 1) 2024 2) No. of shares In % No. of shares In % Beda Diethelm and Annamaria Diethelm-Pandiani 3) 6,712,878 11.26 6,712,878 11.26 Family of Hans-Ulrich Rihs 3) , 4) 3,683,649 6.18 3,683,649 6.18 BlackRock, Inc. 3,334,293 5.10 3,334,293 5.10 UBS Fund Management (Switzerland) AG 3,263,184 5.48 1,825,453 3.06 T. Rowe Price Associates, Inc. 3,025,893 5.08 <3 The Capital Group Companies, Inc. 5) 1,990,498 3.34 <3 MFS Investment Management 6) 1,847,415 3.02 1,847,415 3.02 1) Or at the last reported date if shareholdings are not registered in the share register. 2) On the basis of the shares of Sonova Holding AG registered in the commercial register at the last reported date which may differ. 3) Beda Diethelm and Hans-Ulrich Rihs were already shareholders before the Initial Public Offering in November 1994. There are no shareholders' agreements among these individuals and they can trade freely. 4) Hans-Ulrich Rihs, Gabriela Rihs and Stefan Rihs as a group jointly control 3,683,649 registered shares (corresponding to 6.18% of total Sonova share capital) pursuant to the last disclosure notice. These shares were previously controlled by Hans-Ulrich Rihs as a single shareholder. 5) The Capital Group Companies, Inc. are held by the following direct or indirect holders: Capital Research and Management Company, Los Angeles, US; Capital International Sarl, Geneva, CH; Capital International Limited, London, GB; and Capital International, Inc., Los Angeles, US. 6) MFS Investment Management, formerly known as Massachusetts Financial Services, is held by Sun Life Financial Inc. which is traded on the TSX, NYSE and PSE (ticker symbol SLF). For information on shareholders of Sonova Holding AG who have reported shareholdings of over 3% or a reduction of shareholdings below 3% in the 2024/25 financial year, please refer to the website of the Disclosure Office of the SIX Swiss Exchange . Cross-shareholdings Sonova Holding AG has no cross-shareholdings with other companies. Articles of Association For more details as provided below, please refer to the Articles of Association . Capital structure Share capital As of March 31, 2025, the ordinary share capital of Sonova Holding AG was CHF 2,981,340.45 fully paid up and divided into 59,626,809 registered shares with a par value of CHF 0.05 each. Sonova Holding AG has issued neither participation certificates nor profit-sharing certificates. With the exception of the treasury shares held by the company itself, each share entitles to one vote at the Annual General Shareholdersʼ Meeting. All shares have equal dividend rights. As of March 31, 2025, the company held 18,825 treasury shares (13,587 in the previous year). More information on the share capital can be found in Art. 3 of the Articles of Association . Conditional share capital and capital range Conditional share capital The conditional share capital may be increased by a maximum amount of CHF 266,106.65 by issuing 5,322,133 registered shares with a par value of CHF 0.05 per share which equates to 8.92% of the existing share capital. Out of this conditional share capital, an amount of CHF 101,050.65 (equaling 2,021,013 registered shares) may be used for distribution to key employees of the Sonova Group through an equity participation program, under the exclusion of the subscription rights of shareholders. In addition, an amount of CHF 165,056 (equaling 3,301,120 registered shares) may be used for exercising option and conversion rights granted in connection with bonds or similar debt instruments issued by the company. The subscription rights of shareholders are excluded. The advance subscription rights of shareholders may be excluded if such bonds are issued to finance the acquisition of companies, parts of companies, or shareholdings. More information on the conditional share capital can be found in Art. 4 of the Articles of Association. Capital range Sonova Holding AG has a capital range of 10% of the share capital from CHF 2,683,206.45 (lower limit) to CHF 3,279,474.45 (upper limit). The Board of Directors shall be authorized within the capital range to increase (by issuing up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) or to reduce the share capital (by cancelling up to 5,962,680 registered shares, each with a nominal value of CHF 0.05) once or several times in amounts or to acquire or dispose of shares directly or indirectly at any time until June 12, 2028 or until an earlier expiry of the capital range. The capital increase or decrease may also be effectuated by increasing or reducing the nominal value of the existing registered shares. In certain events, as defined in Art. 5 of the Articles of Association , the Board of Directors is authorized to exclude or restrict the subscription rights of existing shareholders and allocate such rights to third parties, the company, or any of its group companies. The Board of Directors did not make use of this authorization in the 2024/25 financial year. More information on the capital range can be found in Art. 5 of the Articles of Association . Limitations on exercising the conditional share capital and/or the capital range If the conditional capital and/or the capital range is exercised and subscription or advance subscription rights are excluded or restricted, the total of the capital increase shall not exceed an amount of CHF 298,134 by issuing 5,962,680 registered shares, which correspond to 9.99% of the currently issued share capital. More information on the limitations of exercising the conditional share capital and/or the capital range can be found in Art. 6 of the Articles of Association . Options In the 2024/25 financial year, a total of 99,502 options and Stock Appreciation Rights (SARs) were granted as part of the Sonova Executive Equity Award Plan (EEAP). In the 2023/24 financial year, the number of options and SARs granted totaled 118,673. As of March 31, 2025, there were 773,724 options, performance options and SARs outstanding (compared with 904,085 in the previous year). Each of the options entitles the holder to purchase one registered share in Sonova Holding AG with a par value of CHF 0.05 at the respective exercise price and upon meeting certain performance criteria, while the SAR entitles to receive a cash settlement equal to the option value. The EEAP is described in greater detail in the compensation report and in Note 7.4 to the consolidated financial statements. Convertible bonds Sonova Holding AG has not issued any convertible bonds. Changes in capital As of March 31, 2025, and the preceding three financial years, the share capital of Sonova Holding AG comprised the following (CHF amounts in this schedule are rounded up to whole numbers): 2025 2024 2023 2022 2021 Ordinary capital (in CHF) 2,981,340 1) 2,981,340 1) 3,057,986 3) 3,158,608 5) 3,219,907 7) Total shares 59,626,809 59,626,809 61,159,719 63,172,157 64,398,137 Difference in ordinary capital compared to the pri- or financial year (in CHF) (76,645) (76,645) (100,622) (61,299) n.a. Capital range (in CHF) lower limit upper limit 2,683,206 3,279,474 2,683,206 3,279,474 n.a. n.a. n.a. equals cancellation / issuing of up to shares 5,962,680 5,962,680 n.a. n.a. n.a. Authorized share capital (in CHF) n.a. 2) n.a. 2) 305,799 4) 321,991 6) 321,991 6) Authorized shares n.a. 2) n.a. 2) 6,115,971 4) 6,439,813 6) 6,439,813 6) Conditional capital (in CHF) 266,108 266,108 266,108 266,108 266,108 equals issuing of up to shares 5,322,133 5,322,133 5,322,133 5,322,133 5,322,133 1) The 2023 AGM approved a reduction of the share capital by CHF 76,645.50 through the cancellation of 1,532,910 registered shares. This capital reduction was the result of the share buyback program of 2022-2025, announced on April 14, 2022, under which the company repurchased 1,532,910 registered shares between April 19, 2022, and March 31, 2023. 2) The introduction of the capital range was resolved by the 2023 AGM and replaced the authorized capital (for details see the section capital range above). 3) The 2022 AGM approved a reduction of the share capital by CHF 100,621.90 through the cancellation of 2,012,438 registered shares. This capital reduction was the result of the share buyback program announced on May 18, 2021, under which the company repurchased 2,012,438 registered shares between June 4, 2021, and March 28, 2022. 4) The 2022 AGM approved the creation of authorized capital of CHF 305,798.55 allowing for the issuance of up to 6,115,971 registered shares until June 15, 2024. 5) The 2021 AGM approved a reduction of the share capital by CHF 61,299.00 through the cancellation of 1,225,980 registered shares. This capital reduction was the result of the share buyback program announced on August 31, 2018, under which the company repurchased a total of 1,843,090 registered shares between April 1, 2019, and March 31, 2021. 6) The 2020 AGM approved the creation of authorized capital of CHF 321,990.65 allowing for the issuance of up to 6,439,813 registered shares until June 11, 2022. 7) The 2019 AGM approved a reduction of the share capital by CHF 46,637.50 through the cancellation of 932,750 registered shares. This capital reduction was the result of the share buyback announced on August 31, 2018, under which the company repurchased 932,750 registered shares between April 1, 2018, and March 31, 2019.