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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. The Board of Directors delegates the day-to-day business management to the CEO of Swisscom Ltd. 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. The Group further operates a Digital Business division. Strategic and financial management of the Group companies is assured through the rules governing 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 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 & Infrastructure. The operations of Swisscom (Switzerland) Ltd are managed by the CEO of Swisscom Ltd. 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 also includes an external member. The Board of Directors of Fastweb S.p.A. has empowered the delegate of the Board of Directors with the executive management of the company. 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 other persons appointed by the CEO. Other representatives of Swisscom and, in some cases, external parties also serve as members of the Board of Directors.

See report page 26

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 provided in Note 40 to the consolidated financial statements.

See report pages 218—219

For financial reporting purposes, the business divisions of Swisscom are allocated to individual segments, which during the year under review were based on the management structure employed up until the end of 2015. For practical reasons, the segment reporting for 2016 has not been changed versus the previous year. The 2016 financial reporting is thus structured according to the areas 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, Health and Connected Living. 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 28
2.1.2 Listed company

The Swisscom Group comprises only one listed company, Swisscom Ltd, a company governed by Swiss law with its registered office in Ittigen (canton of Berne, Switzerland) and is listed in the Standard for Equity Securities, Sub-Standard International Reporting, of 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, The 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).

As at 31 December 2016, the stock market capitalisation of Swisscom Ltd was CHF 23,627 million.

2.2 Major shareholders

Pursuant to Article 120 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA), there is a duty to disclose shareholdings whenever 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 February 2016, BlackRock, Inc., New York, reported a shareholding of 3% in Swisscom Ltd; a few days later it reported a shareholding of 3.01%. The shareholding disclosures can be viewed on the website of SIX Exchange Regulation at https://www.six-exchange-regulation.com/​en/​home/​publications/​significant-shareholders.html.

On 31 December 2016, the Swiss Confederation (“the Confederation”), as majority shareholder, continued to hold 50.95% of the issued share capital of Swisscom Ltd, which is unchanged from the previous year. The Telecommunications Enterprises Act (TEA) provides that the Confederation shall hold the majority of the share capital and voting rights of Swisscom Ltd.

2.3 Cross-participations

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