Committees
Four committees are in place to support the activities of the Board of Directors. These committees report to the Board of Directors and submit proposals for their areas of responsibility. The Investment Committee and the Compensation Committee have their own decision-making authority.
As a rule, the committees appointed by the Board of Directors consist of four members who are newly elected every year by the Board. The Chairman and the Vice-Chairman of the Board of Directors are ex officio members of the Chairman’s Committee. The Chairman of the Board of Directors may not be a member of the Audit Committee. The key duties of these committees are governed by the organisational regulations and by the written regulations applying to each committee.
Committees
| Chairman's Committee | Dr. Andreas Burckhardt, Chairman Dr. Georg F. Krayer, Vice-Chairman Dr. Hansjörg Frei, Member Werner Kummer, Member |
| Investment Committee | Dr. Andreas Burckhardt, Chair Dr. Georg F. Krayer, Deputy Chair Dr. Michael Becker, Member Dr. Eveline Saupper, Member |
| Audit Committee | Werner Kummer, Chair |
| Compensation Committee | Dr. Eveline Saupper, Chair Dr. Georg F. Krayer, Deputy Chair Dr. med. Georges-Antoine de Boccard, Member Thomas Pleines, Member |
The Chairman’s Committee provides advice on key business transactions, in particular on important strategic and personnel decisions. In this function, the Chairman’s Committee also prepares personnel issues. The Chairman’s Committee also acts as the Investment Committee (until mid-2012) and approves the investment policy of the Group as well as the property investments for the Group’s own use at Head Office.
The Compensation Committee specifies the structure and the amount of compensation paid to the members of the Board of Directors and of the salaries of the members of the Corporate Executive Committee. It approves the target agreements and performance assessments of the Chief Executive Committee members relevant for performance-related remuneration. It approves compensation policies for Corporate Executive Committee members and monitors their correct application. It approves the individual allocation of the variable compensation for the Corporate Executive Committee members. In addition, it defines the total amount contained in the performance pool.
The Audit Committee supports the Board of Directors in those supervisory and financial duties tasks that cannot be delegated (Article 716a Swiss Code of Obligations), by evaluating the organisational structure, the functioning of the internal and external auditing systems as well as the annual and consolidated financial statements. The Audit Committee also evaluates the effectiveness of internal control systems, including risk management and the status of compliance. The Audit Committee has discussed the consolidated financial statement for the 2011 fiscal year both with management and with the external auditors. Based on these discussions, the Audit Committee has recommended that the audited Annual Financial Statement be incorporated in the Group’s Annual Report for the fiscal year ended on 31 December 2011 and submitted to the Annual General Meeting. The Board of Directors has endorsed this proposal.