Elections and Terms of Office The members of the Board of Directors shall be elected at the Annual General Meeting of the Shareholders for a term of three years and are eligible for re-election. The terms of service shall end on the day of the General Meeting of the Shareholders. In the event of by-elections, the new members of the Board of Directors will complete the term of office of their predecessors. There is no limitation to the number of terms of office.
Day-to-day business management, operations and executing the operational plan as approved by the Board of Directors has been delegated to the Chief Executive Officer and the Management Board. Management Board provides business updates and information to the Board of Directors on a monthly basis, or more often and as specifically requested by the Board of Directors at any time.
Board of Directors
Board Committees
Elected Term
Expiry Term
Barry Bycoff
2009
2012
Erik Hansen
2008
2011
Michael Moppert
1999
2012
David Nüscheler
1999
2012
David Arnott
2009
2012
Mark Walsh
2000
2012
Greg Williams
2000
2012
The Board of Directors has two subcommittees, the Compensation Committee and the Audit Committee. The duties and responsibilities are set forth in regulations. Compensation Committee
Audit Committee
David Arnott
Member
Chairman
Barry Bycoff
Member
Michael Moppert
Internal Organizational Structure and Responsibility The Board of Directors holds the ultimate decisionmaking authority for all matters except for those decisions reserved by law for shareholders. The Chairman sets convocation and agendas of the meetings of the Board of Directors. Any member of the Board of Directors may request the inclusion of further items on the agenda or request a meeting. The members receive documents and background information for all agenda items prior to the meetings in order to prepare questions and comments. The Board of Directors usually invites the Management Board, and on a case per case basis, other senior employees to give updates on operational issues within their respective tasks and responsibilities in the Company. The Board of Directors convenes as often as business requires. In 2009 it convened for a total of five ordinary meetings, each one generally between two and three hours, and two workshops, each of them during one and a half days.
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As outlined above, the Board of Directors is responsible for making all key decisions as well as strategic decisions for the Company including sensitive compensation oriented decisions pertaining to the Management Board and the Board of Directors itself.
Mark Walsh
Member
Chairman
Greg Williams
Member
Compensation Committee The purpose and area of responsibility of the Compensation Committee is to review and approve the Company’s overall compensation policies and material compensation plans and arrangements including the following: base salary ranges bonus arrangements • other compensation arrangements such as stock option and stock purchase plans • sales commission plans • •
The Committee shall also be responsible for reviewing and confirming the Company’s written recommendations regarding the compensation arrangements between the Company and its senior executive officers. The Compensation Committee shall also be responsible for approving the Company’s compensation arrangements between the Company and the Chief Executive Officer. On an as needed basis, the Compensation Committee may seek outside expert advice to support its decisions and recommendations. In 2009 it convened for five meetings.