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Composition and working methods

Nomination and compensation committee

of the board’s committees

The board of directors forms a nomination and compensation committee (NCC) from among its members to prepare the necessary proposals for issues pertaining to membership and compensation at board of directors and executive committee level. The committee meets as required, but at least twice a year. The NCC is made up of four members of the board of di­rectors and is elected for a period of four years. The current members of the committee are Dr. Thomas Schmuckli, chairman, Anton Lauber, Urs Fankhauser, and Helen Wetter-Bossard. Generally the CEO is invited to attend the meetings. In 2011 the NCC held two meetings.

The duties and rights of the two permanent board committees are defined in the organization regulations (www.bossard.com > Investor Relations > Corporate Governance) of Bossard Holding AG. Primarily, they have analyzing, advisory and controlling functions. In specific cases they also have decision-making functions. These committees meet periodically or as required. Minutes are taken at the meetings. At the following board meeting the chairmen of the committees report on the business dealt with at their earlier meetings and, where necessary, make the relevant proposals to the entire board of directors. Audit committee

The audit committee (AC) has at least two members elected by the board of directors from among its members for a period of four years, reelection is possible. Currently the members of the AC are Prof. Dr. Stefan Michel, chairman, Dr. Thomas Schmuckli, and Dr. Beat E. Lüthi. As a rule, the members of the AC meet at least three times a year. The meetings are attended by the CFO, the Group controller and a representative of the external auditors. Depending on the agenda, the CEO may be invited to attend the meetings. The minutes taken at the meetings are dispatched to all board members and the CEO as well as to the participants of the meeting. In 2011 the AC held three meetings. The AC has the following main duties: __reviewing the annual report, the annual and interim financial statements, the notes to the statements and the report of the statutory auditors for both Bossard Group and for Bossard Holding AG; proposals are addressed to the board of directors __assessing whether the corporate accounting standards have been abided by __selecting the statutory auditors to be proposed to the annual general meeting of shareholders; proposals are addressed to the board of directors __discussing the auditing plan __evaluating the performance, independence and compensation of the statutory auditors __periodically examining the company’s risk management and internal control system

The NCC has the following duties: __identifying suitable candidates to sit on the board; proposals are addressed to the board of directors __identifying suitable candidates for the executive committee; proposals are addressed to the board of directors __periodically examining the compensation system and overall compensation paid to the board of directors __determining total annual compensation payable to the CEO __approving total annual compensation payable to the other members of the executive committee Compliance

The board of directors is continually informed on all major matters that touch on the principles of compliance. Additionally, the statutory auditors inform the board of directors on reports received on matters of a legal nature that require attention. An evaluation of such reports received in 2011 brought nothing new to light but, instead, confirmed what was already known to the board members. The ultimate supervision and control of compliance is vested in the board of directors. The board of directors has delegated the necessary activities to the chairman of the board of directors, who also serves as Group compliance officer. Definition of responsibility

The powers and responsibilities vested in the board of directors and the executive committee are defined in the organization regulations as laid down in article 19 paragraph 2 of the articles of association of Bossard Holding AG (www.bossard.com > Investor Relations > Corporate

Corporate Governance | bossard Annual Report 2011

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Annual Report 2011  
Annual Report 2011  

Bossard Annual Report 2011

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