The Board of Directors meets for one-day meetings at least four times a year and as often as business requires. In 2015, the full Board held six meetings and three tele- phone conferences, while the Audit Committee and the Compensation Committee both met five times.
The CEO and CFO generally participate in Board meet- ings and are occasionally supported by other EMB mem- bers. Dr Andreas Meier, General Counsel of the Group, is responsible for the minutes.
The Board of Directors consults external experts on spe- cific topics where necessary.
The Board of Directors is responsible for the strategic management of the company, the supervision of the EMB and the financial control. It reviews the company’s ob- jectives and identifies opportunities and risks. In addi- tion, it decides on the appointment and/or dismissal of members of the EMB. The Board of Directors also pro- vides a mentoring service to the Executive Management. This aims to provide executives with an experienced spar- ring partner/coach and a sounding board for testing ideas and seeking qualified independent opinions.
The Board of Directors has the following specific tasks and duties:
The Board of Directors has a quorum if a majority of members is present. This does not apply to resolutions that require public notarization, which do not require a quorum. Valid resolutions require a majority of the votes cast. In the event of a tie, the chairman of the meeting has the decisive vote.
The Board of Directors has an Audit Committee and a Compensation Committee, each consisting of no fewer than three Board members with relevant background and experience.
The members of the Compensation Committee are elected by the General Meeting for a term of one year. In the event of a vacancy in the Compensation Committee, the Board of Directors appoints the re- placement from among its own members for the re- maining term of office. The members of the Audit Committee are appointed by the Board of Directors. Both Committees constitute themselves and appoint their chairman from among their members.
The Board of Directors may establish further commit- tees or appoint individual members for specific tasks.
Members: Roland Hess (Chair), Dr Sebastian Burckhardt, Ulrich Looser.
Members: Ulrich Looser (Chair), Dr Beat Lüthi, Dr h.c. Thomas Straumann.
The Board of Directors has delegated responsibility for the operational management and sustainable development of the company to the CEO and the EMB. For details on the specific responsibilities see the operational structure.
The Board of Directors has not delegated any management tasks to companies or persons outside the Group.