Independent Board Members to resign19.06.2012
At the request of the independent Board Members and Rabobank, the Board of Directors of Bank Sarasin & Co. Ltd has decided to convene an Extraordinary General Meeting to be held as soon as the acquisition of Rabobank's shares by Safra Group is closed. At this meeting a new Board will be appointed which can assume responsibility for the Bank.
The independent Board Members Christoph Ammann, Chairman of the Board of Directors, and Peter Derendinger, member of the Board of Directors, will resign on the date of the closing, which is expected in July 2012. The remaining Members of the Board of Directors will then be the two representatives of Rabobank, Sipko N. Schat and Pim W. Mol, as well as Hans-Rudolf Hufschmid and Dagmar G. Woehrl.
The Board of Directors will convene an Extraordinary General Meeting as soon as the transaction is approved by FINMA, the Swiss financial market supervisory authority. This should permit an immediate transfer of responsibility to a new Board of Directors, to be appointed at this EGM, thus ensuring that Sarasin's supervisory body can continue to function effectively in a very difficult market environment.
At the beginning of the takeover process, the Board of Directors set up a committee of independent Board Members (Independent Directors Committee, IDC) to represent the interests of the bank and its public shareholders. The Committee has endeavoured to ensure that all shareholders are treated equally and to accelerate the takeover process. In the months since the transaction was announced (November 2011), the IDC has found its ability to act increasingly constrained and it can no longer fulfil its tasks. Consequently, the Committee will disband itself on the date of closing and transfer this task to the new Board of Directors.