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2 Group structure and shareholders

2.1 Group structure

2.1.1 Operational Group structure

Swisscom Ltd is the holding company responsible for overall management of the Swisscom Group. It comprises the five Group divisions Group Business Steering, Group Human Resources, Group Strategy & Board Services, Group Communications & Responsibility and Group Security. It delegates day-to-day business management to the CEO of Swisscom Ltd, who together with the heads of the Group divisions Group Business Steering (CFO) and Group Human Resources (CPO) as well as the heads of the business divisions Residential Customers, Small and Medium-Sized Enterprises, Enterprise Customers and IT, Network & Innovation forms the Group Executive Board. Strategic and financial management of the Group companies is assured through the assignment of powers and responsibilities by the Board of Directors of Swisscom Ltd. The Group companies are divided into three categories: strategic, important and other. Swisscom (Switzerland) Ltd and the Italian subsidiary Fastweb S.p.A. are classified as strategic Group companies. The operations of Swisscom (Switzerland) Ltd are managed by the CEO. The Board of Directors of Swisscom (Switzerland) Ltd comprises the CEO of Swisscom Ltd as Chairman, the CFO of Swisscom Ltd and the Head of IT, Network & Innovation. Seats on the Board of Directors of Fastweb S.p.A. are held by the CEO of Swisscom Ltd as Chairman together with the CFO of Swisscom Ltd and other representatives of Swisscom. The Board of Directors of Fastweb S.p.A. is supplemented by an external member. In the “important” Group companies, the responsibilities of the Chairman of the Board of Directors are fulfilled by the CEO of Swisscom Ltd, the CEO of a “strategic” Group company, the head of a Group or business division or another person appointed by the CEO. Other representatives of Swisscom and in some cases external parties are also members of the Board of Directors.

See report Page 24

Further information on the Group structure can be found in the Management Commentary in the section on Group structure and organisation. A list of Group companies, including company name, registered office, percentage of shares held and share capital, is given in Note 40 to the consolidated financial statements.

See report Pages 210–211

For financial reporting purposes, the business divisions of Swisscom are allocated to individual segments based on the management structure. The 2015 financial reporting is broken down into the segments Swisscom Switzerland, Fastweb and Other Operating Segments. Swisscom Switzerland covers the segments Residential Customers, Small and Medium-Sized Enterprises, Enterprise Customers, Wholesale and IT, Network & Innovation. Other Operating Segments mainly comprises Participations and Health. Group Headquarters, which primarily includes the Group divisions as well as the employment company Worklink, continues to be reported separately. Further information on segment reporting can be found in the Management Commentary.

See report Page 26
Changes as of 2016

As of 1 January 2016, Swisscom has strengthen its areas with close customer proximity and gear itself even more greatly towards digitalisation. Distribution and Service for Residential Customers and SME will be combined in the new Sales & Marketing division. The digital business will be bundled in the new Digital Business division. To exploit synergies and accommodate the increasing level of convergence, Product Development and Product Provision for Residential Customers and SME will now be combined in the Products & Marketing division. The organisational structure in business with corporate customers will continue to be simplified. As of 2016, the CEO, together with the heads of the Group divisions Group Business Steering (CFO) and Group Human Resources (CPO) as well as the heads of the business divisions Sales & Services, Products & Marketing, Enterprise Customers and IT, Network & Infrastructure, form the Group Executive Board. Further information on the new Group structure can be found in the Management Commentary.

See report Page 27
2.1.2 Listed company

The Swisscom Group only comprises one listed company, Swisscom Ltd. It is a company governed by Swiss law and headquartered in Ittigen (canton of Berne, Switzerland) and is listed in the standard for equity securities, the Sub-Standard International Reporting of the SIX Swiss Exchange (Securities No: 874251; ISIN: CH0008742519; Ticker Symbol: SCMN).

Trading in the United States is conducted over-the-counter (OTC) as a Level 1 programme (Symbol: SCMWY; ISIN: CH008742519; CUSIP for ADR: 871013108). Within the framework of the programme, Bank of New York Mellon Corporation issues the American Depository Shares (ADS). ADS are American securities which represent Swisscom shares. Ten ADS correspond to one share. The ADS are evidenced by American Depositary Receipts (ADR).

At 31 December 2015, Swisscom Ltd had a stock market capitalisation of CHF 26,056 million.

2.2 Major shareholders

Pursuant to Article 20 of the Federal Act on Stock Exchanges and Securities Trading, there is a duty to disclose shareholdings where a person or group subject to the disclosure obligation reaches, exceeds or falls below 3, 5, 10, 15, 20, 25, 331/3, 50 or 662/3 per cent of the voting rights of Swisscom Ltd.

In September 2015, BlackRock, Inc., New York, reported a shareholding of 3% in Swisscom Ltd. A few days later, BlackRock, Inc. provided notification that its shareholding had fallen below 3%. The shareholding disclosures can be viewed on the website of the SIX Exchange Regulation at https://www.six-exchange-regulation.com/​de/​home/​publications/​significant-shareholders.html.

On 31 December 2015, the Swiss Confederation (Confederation), as majority shareholder, still held compared to the previous year 50.95% of the issued share capital of Swisscom Ltd. The Federal Telecommunication Enterprises Act (TUG) stipulates that the Confederation must hold the majority of the capital and voting rights of Swisscom Ltd.

2.3 Cross-participations

No cross-shareholdings exist between Swisscom Ltd and other public limited companies.