The Board of Directors constitutes itself at its first meeting subsequent to the Annual General Meeting. The Board elects its Chairman and its Vice Chairman. It meets as often as business required, but at least four times per fiscal year. The duration of the Board meetings is usually six hours, but varies from meeting to meeting, depending on the agenda.
The Chairman invites the members to the meetings in writing,indicating the agenda and the motion for resolution thereto. The invitations are sent out at least ten business days prior to the meeting. Each member of the Board can request the Chairman to call a meeting without undue delay. In addition to the materials for meetings, the Board members receive monthly financial reports.
By request of one member of the Board, members of the Senior Management Team shall be invited to attend meetings. The Board of Directors can determine by majority vote that other third parties, for example external consultants, may attend part or all of the meeting. In the past fiscal year, members of the Senior Management Team were present at all Board and Committee meetings.
Resolutions are adopted by simple majority of the Board members present or represented. Members may only be represented by a fellow Board member. In the event of a tie vote, the proposal is deemed to be not resolved. Resolutions made at the Board meetings are recorded in written minutes of the meeting.
During the last fiscal year, the Board of Directors met seven times for regular Board meetings and three times in the context of a strategy review project.
Directors may request any information necessary to fulfill their duties. Outside of meetings, any Director may request information from members of the Senior Management Team concerning the Group’s business development. Requests for information must be addressed to the Chairman of the Board.
The Board of Directors has formed the following committees:
Audit, Finance, Risk, Quality & Compliance Committee
Urs Widmer (Chairman), Andreas Schmid and Markus Fiechter
The primary task of the Audit, Finance, Risk, Quality & Compliance Committee (AFRQCC) is to assist the Board in carrying out its responsibilities and make recommendations for the Board’s policy decisions as they relate to the company’s accounting policies, financial reporting, internal control system, legal and regulatory compliance functions and quality management. In addition, to ensure financial risk management, the AFRQCC reviews the basic risk management principles and guidelines, reviews the hedging and financing strategies, reviews the bases upon which the Board of Directors determines risk tolerance levels and trading limits, and reviews the appropriateness of the risk management instruments and techniques employed.
The Audit, Finance, Risk, Quality & Compliance Committee assists the Board of Directors in fulfilling its oversight responsibility of the external auditors. The specific steps involved in carrying out this responsibility include recommending the external auditors, reviewing their qualifications and independence, approving the audit fees, overseeing the external audit coverage, specifying how the external auditors report to the Board and/or the Audit Committee, assessing additional “non-audit” services, reviewing accounting policies and policy decisions, and reviewing the annual financial statements and related notes.
The scope of internal auditing encompasses the examination and evaluation of the adequacy and effectiveness of the organization’s system of internal control and the quality of performance in carrying out assigned responsibilities. The internal audit function reports to the Chairman of the AFRQCC. Significant findings of internal audits are presented and reviewed in the meetings of the AFRQCC. In the last fiscal year, no internal audit task was carried out by a third party.
The external auditors attended one meeting of the Audit, Finance, Risk, Quality & Compliance Committee in fiscal year 2007/08.
The AFRQCC meets as often as business requires, but at least three times per fiscal year. In the last fiscal year, the committee met four times. The length of the meetings is usually two hours, but varies from meeting to meeting, depending on the agenda.
Nomination & Compensation Committee
Rolando Benedick (Chairman) and Stefan Pfander
The responsibilities of the Nomination & Compensation Committee (NCC) are to make recommendations to the Board in respect of the selection, nomination, compensation, evaluation, and, when necessary, the replacement of key executives. The NCC establishes jointly with the CEO a general succession planning and development policy. The committee also reviews remuneration paid to members of the Board of Directors, ensures a transparent board nomination process, and is responsible for monitoring and managing potential conflicts of interest involving executive management and board members.
The NCC meets as often as business requires, but at least three times per fiscal year. In the last fiscal year, the committee met four times. The length of the meetings is usually two hours, but varies from meeting to meeting, depending on the agenda.
