SWX Swiss Exchange (www.swx.com) fines Cicor Technologies.
Breach of Corporate Governance Directive in company's 2004 annual report The Disciplinary Commission of the SWX Swiss Exchange
has determined that Cicor Technologies did not properly disclosevarious information in its 2004 annual report.As a result, the
company has been fined CHF 15,000 and publication of this sanction was ordered.
SWX places issuers under the obligation to publish their annual reports in compliance with the Listing Rules and relevant Directives.
They must include information on corporate governance as per the Directive on Information Relating to Corporate Governance (DCG)
and the Annex thereto. In its 2004 annual report, Cicor failed to publish various information on corporate governance.
Deficiencies were determined in the information on the work methods of the board of directors and its committees as well as their
tasks and competency limitations (Points 3.5.2 and 3.5.3 DCG), and the basic principles regarding the definition of areas of
responsibility between the board of directors and senior management (Point 3.6). The presentation of the information and control
instruments vis-à-vis senior management (Point 3.7), details on the content and method of determining the compensation and shareholding
programmes for members of the board and senior management (Point 5.1), the rules for adding items to the agenda of the general
meeting of shareholders (Point 6.4), and the rules governing the deadline for inscription of registered shareholders into the
share register (Point 6.5) were all lacking. No indication was given as to the supervisory and control instruments pertaining
to the external audit (Point 8.4), nor to the frequency and form of shareholder information, contact address and Website (Point 9).
SWX sanctions an issuer if the latter fails to take all necessary and reasonable organisational measures to prevent a breach
of the Listing Rules. Among the possible sanctions are fines of up to CHF 200,000. With the exception of the unsupplied information
on the content and method of determining the compensation and shareholding programmes for members of the board and senior management,
the norms that were violated pertain to items stipulated in DCG for which the issuer may waive disclosure if it is justified in doing
so according to the "comply or explain" rule (ref no. 7 DCG). In the case at hand, none of the respective deficiencies of itself
constitutes a severe violation of the duty to supply key information, nor in toto can those violations of DCG be viewed as a serious
detriment to shareholders. That alone, however, is not a decisive factor in this regard. DCG has the purpose of providing investors
with information not just in any desired manner but instead in a suitable form, hence in a concise and preferably standardised fashion.
SWX has made available a Commentary on DCG as well as a clearly laid out checklist that is easily accessible for all parties involved.
Those documents make it easy for issuers to verify the completeness of information they publish on corporate governance. If no such
verification is made, then there are organisational deficiencies involved.
Cicor did not take all reasonable steps to ensure complete compliance with the provisions of DCG. Aggravating that circumstance is
the fact that, at a meeting with SWX, representatives of the issuer received instructions and were supplied by the SWX with detailed
remarks as to how the prior-year annual report should have looked in its proper form. Also weighed was the fact that Cicor had already
been sanctioned in 2003 and 2005 for violations of the Listing Rules.
In consequence, a severe organisational deficiency has been determined. However, in arriving at the sanction, it was taken into
consideration that the disadvantage caused to shareholders as a result of the unsupplied information was not particularly grave.
For that reason, the resulting fine was set at CHF 15,000.