1. Powers and Responsibilities
1.1. The Board has the power to resolve all matters which are not expressly reserved to the general meeting of shareholders (the „Shareholders’ Meeting“) or other bodies of the Holding.
1.2. Unless the pertinent law, Articles of Incorporation or provisions hereafter provide otherwise, the Board fully delegates the management and representation of the Holding and the Group to the Group Management.
1.3. The following are, by law, non-transferable and inalienable powers and responsibilities of the Board:
a) the ultimate management, i.e. the determination of the strategy, its resources and its supervision, of the Holding and the Group and the issuance of the necessary policies and directives including the definition of corporate goals and the planning of financial resources;
b) the determination of the organization of the Holding and the Group;
c) the structuring of the accounting system, the financial controls and the financial planning of the Holding and the Group;
d) the appointment and the removal of the Members of the Group Management, the approval of their job descriptions and the granting of the signatory power to members of the Group Management and to employees of the Holding;
e) the ultimate supervision of the persons entrusted with the management of the Holding and the Group, in particular with regard to compliance with the law, the Articles of Incorporation, regulations and directives;
f) the preparation of the Holding’s business report and other reports including but not limited to the compensation report and the report on non-financial matters pursuant to Article 964c CO as well as the preparation of the Shareholders’ Meetings and the implementation of their resolutions;
g) the submission of a request for a debt-restructuring moratorium and notification of the judge in case of overindebtedness of the Holding;
h) the passing of resolutions regarding the subsequent payment of non-fully paid-in shares;
i) the passing of resolutions confirming capital increases in the share capital and regarding the amendments to the Articles of Incorporation entailed thereby;
j) the examination of the professional qualifications of specially qualified auditors in those cases in which the law foresees the use of such auditors.
1.4. By virtue of these Organizational Regulations, the Board, for the following business matters, reserves its rights of approval:
a) all issues as per V 2.3 hereinafter;
b) all major changes in the implementation of the Group strategy as determined by the Board;
c) all duties in respect of the Swiss stock exchange laws and regulations and in respect to other matters as determined by the applicable law.
1.5. From time to time, the Board may determine further powers and responsibilities.
2. Assignment of duties to Board Committees
2.1. Based on Article 716a Paragraph 2 CO the Board establishes an Audit Committee („AC“) and a Compensation and Human Resources Committee („CHRC“; AC and CHRC „Committees“), each consisting of three Board members, none of whom will be an officer or employee of a Group company. The responsibilities and reporting duties as well as the constitution, the calling of meetings and the passing of resolutions of the Committees will be regulated in separate charters, to the extent different from the rules set forth herein. The Board may establish further Committees or temporary Task Forces or assign specific tasks to individual Board members.
2.2. The Committees shall focus on preparing, reviewing and issuing recommendations to the Board, and shall not have decision-making power except explicitly delegated by the Board in the relevant charter or decision.
2.3. The chairperson of the Board („Chairperson“), other Board members and the CEO shall have standing invitations to attend all Committee meetings as non-voting guests, always unless the matter discussed relates to them individually. The CFO shall have the analogue right to attend the AC and related Task Force meetings.
2.4. The Committee chairpersons inform the Board about their activities at the Board meetings or, in urgent and ad-hoc relevant cases, immediately.