Board of Directors

Operating Principles of the Board of Directors

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 telephone conferences, while the Audit Committee and the Compensation Committee both met five times.

The CEO and CFO generally participate in Board meetings and are occasionally supported by other EMB members. Dr Andreas Meier, General Counsel of the Group, is responsible for the minutes.

The Board of Directors consults external experts on specific 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 objectives 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 provides 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:

  • To approve the Group’s vision, behaviors and strategy
  • To determine the principal organization and processes of the Group
  • To approve the Group’s strategic plan, financial medium-term plan and annual budget
  • To approve the semi-annual financial statements
  • To approve the annual report, the compensation re-port and the annual financial statements and submit these to the annual general meeting
  • To prepare and approve the agenda of the annual gen-eral meeting and to implement its resolutions
  • To appoint and dismiss the CEO and the members of the EMB
  • To decide on the proposal of the Compensation Committee regarding the compensation payable to Board members, the CEO and the EMB
  • To supervise the EMB and approve important transactions.

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.

Committees of the Board of Directors

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 of the Board of Directors

All six members of the Board of Directors are elected individually by the Shareholders’ General Meeting for a term of one year, with re-election permitted and not limited.

Members: Roland Hess (Chair), Dr Sebastian Burckhardt, Ulrich Looser.

The Committee’s main tasks are to:
  • Assess the management of financial and other risks and the compliance with risk-related procedures and other relevant standards
  • Oversee the performance of the external auditors, assess the fees paid, and assure their independenc
  • Oversee the activities of the internal audit functionReview and discuss the financial statements with the CFO and with the external auditors and approve the quarterly statements for the first and third quarter of each financial year
  • Review and assess processes and assumptions used for the financial planning and forecast cycles
  • Review the funding, investing and management of liquid assets and propose profit distribution to the Board of Directors.

Members: Stefan Meister (Chair), Ulrich Looser, Dr Beat Lüthi.

The Committee’s main tasks are to:
  • Prepare the compensation report and submit it to the Board of Directors for approval and submission to the annual general meeting
  • Review the compensation principles for any compensation paid to the Board of Directors, the CEO and the EMB and submit them to the Board of Directors for approval
  • Prepare proposals concerning the compensation of the Board of Directors, the CEO and the EMB and sub- mit them to the Board of Directors for approval and submission to the annual general meeting
  • Establish the targets and target amounts of the short- and long-term performance-based compensation components and determine the amount payable under the scheme
  • Discuss the CEO’s proposals for appointments to the EMB with the CEO and submit them to the Board of Directors for approval
  • Assess candidates for the CEO role and submit a proposal to the Board of Directors for approval
  • Prepare agreements concerning payments to a new CEO or EMB member according to Article 4.3 in the Articles of Association and submit them to the Board of Directors for approval
  • Review the composition of the Board of Directors and make proposals in the context of a regular renewal, taking into consideration the representation of major shareholders, balanced skills, experience and diversity.

Assignment of responsibilities

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.