Board committees

The Board of Directors has delegated the preparation and execution of its resolutions to committees, including its responsibility to monitor the business of the Group.

Chairman's and Governance Committee

Members:
Walter B. Kielholz, Chair
Jakob Baer
Mathis Cabiallavetta
John R. Coomber
Robert A. Scott

Main responsibilities:
The Chairman’s and Governance Committee’s primary function is to act as counsellor to the Chairman, address the Corporate Governance issues affecting the Group, and develop and recommend to the Board a set of Corporate Governance guidelines. It is in charge of the succession planning process on Board level, proposes to the Board the appointment of members of the Executive Committee and oversees the annual performance assessment of both the Board and the Executive Committee.

Audit Committee

Members:
Jakob Baer, Chair
Raymund Breu
Raymond K.F. Ch'ien
John R. Coomber
Renato Fassbind

All members of the Audit Committee must be non-executive, independent and financially literate. At least one member shall have the attributes qualifying such member as an Audit Committee Financial Expert. Members may not accept any consulting, advisory, or other compensatory fee from the company. They should not serve on the audit committee of more than two other listed companies.

Main responsibilities:
The central task of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities as they relate to the integrity of the Group financial statements, the Group’s compliance with legal and regulatory requirements, the external auditor’s qualifications and independence, and the performance of the Group’s internal audit function and its external auditor. The Audit Committee serves as an independent and objective monitor of the Group’s financial reporting process and system of internal control, and facilitates ongoing communication between the external auditor, management, Group Internal Audit and the Board with regard to the Group’s financial situation.

Compensation Committee

Members:
Robert A. Scott, Chair
Renato Fassbind
Hans Ulrich Maerki
Carlos E. Represas

All members of the Compensation Committee must be non-executive and independent.

Main responsibilities:
The Compensation Committee’s primary function is to propose to the Board compensation principles for the Group in line with legal and regulatory requirements, to determine the establishment of new (and amendments to existing) compensation plans, and determine, or propose as appropriate, individual compensation on Board and management level. The Compensation Committee ensures that compensation plans do not encourage inappropriate risk-taking and that all aspects of compensation are fully compliant with remuneration disclosure requirements.