In accordance with the Law on Banque Cantonale du Valais, the Bank’s share capital is divided into registered shares.
In year 2017, BCVs’ share capital totals 158 million Swiss francs, comprising 15,800,000 registered shares (10.- each).
Banque Cantonale du Valais’ shares are listed on the Swiss Stock Exchange (SIX).
Stock exchange listing SIX Par value of the share CHF 10.- Securities No. 30595120 ISIN No. CH0305951201 Ticker symbols Telekurs: WKBN
A solid performance in 2018
The BCVs share recorded a solid performance in the financial year 2018. With its increase from CHF 96.20 to CHF 113.00, the share price rose by +17.5%. Taking into account the ordinary dividend of CHF 3.15 per share distributed in May, the performance of the share totalled 20.7% in 2018. Over the past four years, the performance of the BCVs share has been higher than the average of bank shares.
As of 31 December 2018, 13,658 shareholders were registered on Banque Cantonale du Valais’ books. The Canton of Valais owns 70.0% of the share capital, individuals (natural persons) 16.6% and legal entities (juristic persons) 1.9%, with the balance being owned by pension funds, institutional investors, other public-law corporations, etc.
Banque Cantonale du Valais is pursuing a dividend policy geared to the long term, based on its results and offering an attractive return. For the 2018 financial year, the Board of Directors is proposing a dividend payout ratio of 51.85%, resulting in the distribution of a dividend of CHF 3.35 per share.
Banque Cantonale du Valais pursues a policy of being transparent in its disclosure of information to its shareholders, its clients, the capital markets and the public at large. Its management reports, its annual results press conference and press release for its half-year results are regarded as the principal channels for providing information.
Moreover, topical news and events are reported in occasional press releases. Moreover, Banque Cantonale du Valais employs a whole array of different media to deliver relevant and specific information to its various business partners and stakeholders: its shareholders, the general public, its staff, the financial community, its clients, etc.
As a limited company listed on the SIX Swiss Exchange, BCVs is also subject to the SIX Directive on Ad Hoc Publicity (reporting of events).
This Directive details the obligation of listed companies to disclose potentially price-sensitive facts. The purpose of such ad hoc disclosures is to ensure that the public is provided with true, clear and comprehensive information about key events arising in the course of listed companies’ business operations.
In compliance with these provisions, BCVs’ information disclosure policy is predicated on the principle of equal and equitable treatment of those to whom the information is being conveyed. It is thus scrupulous in its commitment to disseminating information in keeping with this precept so as to guarantee that all market participants can become aware, on the same conditions, of facts or events liable to influence BCVs’ share price.
In this respect, the Bank provides on its Website (www.bcvs.ch/www.wkb.ch) the opportunity for anyone interested to sign up to an email list so that they can receive, free of charge and in timely fashion, information that might be price-sensitive for the shares. This email Newsletter also provides the Bank with an opportunity to send out general information about its business and activities.
- Annual Report In its Annual Report, BCVs provides an update reporting on how it has been seeking to fulfil the mission which the legislators have entrusted it with. The Annual Report is available to shareholders from all the Bank’s outlets and at the AGM. It may also, upon request, be posted to those interested. It can also be consulted on the Bank’s Website at www.bcvs.ch/www.wkb.ch.
- Letters to Shareholders
At least two letters are sent out to shareholders per financial year: one in April with the publication of annual financial accounts and one in August in conjunction with the reporting of the Bank’s half-year figures. Depending on what happens, further letters may be sent out. As well as making these letters available at its outlets, BCVs sends out personalised letters to shareholders whose shares
are deposited in a BCVs’ securities account.
- Shareholders’ General Meetings
According to Article 17 of the Bank’s Articles of Incorporation, the notice convening and the agenda of the General Meeting are published at least 20 days before the date of the meeting in the Official Gazette for the Canton of Valais and the Swiss Official Gazette of Commerce. The notice convening the meeting is also published in several local Valais daily newspapers and magazines. Moreover, all known shareholders (whose BCVs bearer shares are deposited in a BCVs securities account) are summoned to the meeting by personal mail.
- Regional meetings with shareholders
Every autumn, two regional meetings with shareholders are held in the Haut-Valais and French-speaking Valais regions. These
provide the Bank’s corporate bodies with an opportunity to report on strategic aspects, pass comment on the half-year results and to
present a statement on the full-year outlook. Shareholders also have a chance to ask questions and obtain further information if they
- INTERNET SITE (www.bcvs.ch/www.wkb.ch)
The ‘Corporate Governance’ pages on the Bank’s Website provide shareholders with a variety of useful information: press releases, annual and half-year results, events, legislation, articles of incorporation. In addition, shareholders also have the option to order or subscribe to publications from the Bank as well as to the emailed Newsletter.
Droit de participation
SHAREHOLDERS’ PARTICIPATION & OWNERSHIP RIGHTS
Restrictions on and representation of voting rights
- Restrictions on voting rights
There are no restrictions applicable.
- Regulations laid down in the Articles of Incorporation relating to participation in the General Meeting of Shareholders
In accordance with Article 19 of the Bank’s Articles of Incorporate, those people who wish to attend the General Meeting of
Shareholders must provide justification of their status as shareholders or proxy powers.
Quorums as laid down in the Articles of Incorporation
In accordance with Article 21, para. 1 of the Bank’sArticles of Incorporation, all decisions have to be approved by an outrightmajority on the first round of voting, then on the basis of a relative majorityon the second round, including resolutions as envisaged under Article 704 ofthe Swiss Code of Obligations.
Convening a Shareholders’ General Meeting
The convening of a General Meeting of Shareholders isgoverned, in accordance with the Law on Banque Cantonale du Valais, by thefollowing regulations laid down in the Articles of Incorporation:
- Article 15: Convening an Ordinary Annual General Meeting (AGM)
The Ordinary Annual General Meeting (AGM) of Shareholders is convened by the Board of Directors.
The AGM shall be called in the six months following the end of the previous financial year, with the meeting being held at the Bank’s registered head office or at another location in the Canton chosen by the Board of Directors.
- Article 16: Convening an Extraordinary Annual General Meeting (EGM)
An Extraordinary General Meeting (EGM) of Shareholders will be convened if the Board of Directors decides to call one or if one or more shareholders who together represent at least 10% of the Bank’s share capital file a request for an EGM in writing, stipulating the purpose for doing so.
In conformity with the Swiss Code of Obligations, the Bank’s auditors may convene an EGM if circumstances call for it.
Inclusion of items on the agenda
- Article 17: Agenda
At least a fortnight before the General Meeting, shareholders representing shares having a combined par value of one million Swiss francs may submit a request, in writing, for a specific item to be included on the meeting agenda, indicating the topics for discussion and any proposals; these shall be notified to the shareholders at the outset of the meeting.
Registration of shares in the Bank’s Share Register
- Art. 12 of the Bank’s Articles of Incorporation – Share Register
The Bank compiles a register of those owning registered shares.
Changes of control and defence measures
Duty to make a takeover offer
The Bank’s Articles of Incorporation do not include any ‘opting-out’ or ‘opting-in’ clause in accordance with Articles 125, paras. 3 and 4, and 135 para. 1 of the Swiss Federal Law on Financial Market Infrastructures (FMIA).
Clause relating to taking control
There is no clause relating to taking control in agreements and programmes drawn up for Members of the Board of Directors and/or of the Senior Management team.
- Restrictions on voting rights