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.


Composition

Each committee consists of a chairperson and at least two other members elected from among the Board of Directors. The Board nominates the chairpersons and the members of the committees in its meeting after the Annual General Meeting for a one year term of office. Nominations are based on the members' professional backgrounds, abilities and preferences, so as to ensure the most effective contribution to the committee.


Work methods

The committees meet, on average, seven times per year. Besides the committee members and the secretary, selected members of executive management are invited to committee meetings in an advisory capacity. The committees must keep the Board apprised on a timely basis of their actions, finding and resolutions. They are empowered to retain independent counsel, accountants or other experts if deemed necessary. The Committees may conduct or authorise investigations into any matters within their scope of responsibilities. All committees review their own performance annually.


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

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
Mathis Cabiallavetta
Hans Ulrich Maerki

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.


Finance and Risk Committee

Members:
John R. Coomber, Chair
Jakob Baer
Rajna Gibson Brandon
Hans Ulrich Maerki
Robert A. Scott


Main responsibilities:
The Finance and Risk Committee annually reviews and recommends for approval to the Board the Group Risk Policy, reviews risk and capacity limits approved by the executive management as well as their usage, and reviews the Risk Control Framework. It reviews the most important risk exposures in all major risk categories as well as new products or strategic expansions of the Group’s areas of business. In terms of risk and economic performance measurement it reviews critical principles used in internal risk measurement, valuation of assets and liabilities, capital adequacy assessment und economic performance management. It also reviews the capital adequacy and the Group’s treasury strategy.


Investment Committee

Members:
Mathis Cabiallavetta, Chair
Raymund Breu
Raymond K.F. Ch'ien
Rajna Gibson Brandon

Main responsibilities:
The Investment Committee approves the strategic asset allocation and reviews the tactical asset allocation decisions. It reviews the monthly performance of all financial assets of the Group and makes recommendations to the Board on strategic holdings. It reviews the risk analysis methodology as well as the valuation methodology related to each asset class and ensures that proper management processes and controlling mechanisms in Asset Management are in place.

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