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ANNUAL REPORT 2015 CORPORATE GOVERNANCE
shares. This right to buy may be exercised for the first time on 12 June 2014 and not later than 12 June 2018. The exercise price shall be CHF 41.50 per share. Right of first refusal of GP Swiss Ltd Pursuant to the Subscription Agreement dated 17 May 2013 between GP Swiss Ltd (formerly GP Secondaries Investment Company (Switzerland) Ltd) a subsidiary of GP Investments Ltd and the Company, the Company grants to GP Swiss Ltd, for as long as GP Swiss Ltd holds at least 10 % of the share capital of the Company outstanding from time to time, but in no event for longer than two years after the put and call arrangement (referred to above) shall have expired, a right of first refusal with respect to any shares acquired by the Company under the above mentioned put and call arrangement. The right of first refusal entitles GP Swiss Ltd to purchase the relevant number of shares previously transferred to the Company upon exercise of the put option or the call option, in the event that the Company were to sell or otherwise directly or indirectly transfer, all or a part of such shares to an independent third party. If GP Swiss Ltd exercises its right of first refusal, it will pay the same price as the third party offered to pay for the relevant shares or, in the absence of such a third party offer, the bona fide price and terms offered by the Company.
3. BOARD OF DIRECTORS Responsibilities The Board of Directors consists of one or more members. The Board of Directors is ultimately responsible for the policies and Management of the Company. The Board of Directors establishes the strategic, accounting, organizational and financing policies of the Company. The Board of Directors further determines the authorized signatories of the Company and their signing authority. The Board of Directors is entrusted with preparing meetings of the shareholders and carrying out Shareholders’ Resolutions. Since 1 July 2013, the Board of Directors has discontinued the delegation to a Management Board of the day-to-day operations of the Company and has carried out these functions by itself. Meeting Schedule The Board of Directors usually meets four times per year in person (minimum twice). The regular meetings are typically held in March, May, August and November. Additional meetings are called on short notice if and when required. In the year under review, four board meetings took place. Each of the regular board meetings has a special focus which is basically connected to the Company’s reporting rhythm. Such focuses are the financial statements, interim results, the medium-term
plan, foreign exchange exposure, the Annual General Meeting (AGM) and corporate governance. The Board of Directors resolves by majority vote with the presence of a majority of members. The average duration of a board meeting is ninety minutes. Principles of the Election Procedure The members of the Board of Directors as well as the Chairman of the Board of Directors are elected by the Annual General Meeting (AGM) according to Articles 10 and 11 of the Articles of Association available on the Company website. The members of the Board of Directors are elected for a term of office of one year (or, in case of an election at an Extraordinary General Meeting (EGM), for a term of office until the next Annual General Meeting (AGM)), with the possibility of repeated re-election. Members of the Board of Directors Eduardo Leemann, born 1956, Swiss citizen, Chairman, executive member, term of office expires in 2016. Mr. Leemann joined Falcon Private Bank Ltd. (formerly AIG Private Bank) in 1997 as Chief Executive Officer in Zurich serving later as Chairman of the Board. He returned to the Executive Board of the Bank in September 2008 and is now appointed Chief Executive Officer of Falcon Private Bank. He previously worked at Goldman, Sachs & Co Bank as Member of the Management Committee and Head of Private Banking. Prior to that, Eduardo Leemann was Deputy to the Head of Private Banking worldwide at Bank Julius Baer with direct responsibilities for the Western Hemisphere, Switzerland as well as the overall marketing effort in Private Banking. Prior to that, he was responsible for building the private banking business of Bank Julius Baer in their New York branch. Eduardo Leemann is a graduate of the Swiss School of Economics and Business Administration (SEBA) and the Advanced Executive Program of the J.L. Kellogg Graduate School of Management at Northwestern University in Chicago, USA. Mr. Leemann joined Company’s Board of Directors and became its Chairman in September 1999. Antonio Carlos Augusto Ribeiro Bonchristiano, born 1967, Brazilian citizen, Vice-Chairman, executive member, term of office expires in 2016. Mr. Bonchristiano is a member of the board and CEO of GP Investments Ltd and a member of the Investment Committee of GP Advisors (Bermuda) Ltd. He joined GP Investments in 1993 and has been a Managing Director since 1995. Prior to joining GP Investments, Mr. Bonchristiano