exhibit102p1i0
Internal
Exhibit 1.02
Organization
 
Regulations
 
of
UBS AG
Valid as of 1 March 2024
2
Contents
Abbreviations and definitions
3
Introduction
1
 
Basis and purpose
5
2
 
Organization of UBS AG
5
Board of Directors
3
 
Membership
7
4
 
Constitution
7
5
 
Responsibilities and authorities
7
6
 
Meetings
8
7
 
Resolutions
9
8
 
Information rights
10
9
 
Self-assessment
10
10
 
Chairman
10
11
 
Vice Chairmen
 
11
12
 
Company Secretary
11
13
 
Board Committees
11
Executive Board
14
 
Delegation
12
15
 
Executive Board
12
16
 
President of the Executive Board
13
17
 
Chief Financial Officer
14
18
 
Chief Operations and Technology Officer
14
19
 
Chief Risk Officer
15
20
 
General Counsel
15
21
 
Chief Compliance and Governance Officer
15
22
 
Head Human Resources & Corporate Services
15
23
 
Integration Officer
15
24
 
Regional Presidents
16
25
 
Divisional Presidents
16
26
 
Committees
16
Internal Audit
27
 
Scope, responsibilities, authorities and reporting
 
17
28
 
IA Executive UBS AG
17
Special provisions
29
 
Authority to sign
18
30
 
Form of signature
18
31
 
Conduct of Board and EB members
18
32
 
Entry into force, amendments
19
Annexes
A
 
Organizational chart of UBS AG
21
B
 
Charter of the Committees of the Board
22
C
 
Key Approval Authorities (kept internally)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
Abbreviations and definitions
Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.
 
AC
 
Audit Committee
 
AGM
 
Annual General Meeting of the shareholders of UBS AG
ALCO
Asset and Liability Committee
AoA
 
Articles of Association of UBS AG
BD(s)
 
Business division(s), organizational units of the business as set out in the UBS Group AG Organization
Regulations
Board/BoD
Board of Directors of UBS AG; non-executive Board members who do not perform management func-
tions within UBS AG
Business Regulations
 
Regulations issued by the Executive Board
CCGO
Chief Compliance and Governance Officer of UBS AG
CFO
Chief Financial Officer of UBS AG
Chairman
 
Chairman of the Board
Chairpersons
Board members who chair the Committees
CO
 
Swiss Code of Obligations
Committees
 
Committees of the Board as set out in section 2.1
Committees’ charter
 
Charter of the Committees of the Board setting out the objectives, composition, authorities and re-
sponsibilities of the permanent Committees
 
Company Secretary
Company Secretary of the Board
CompCo
Compensation Committee
Corporate Bodies
 
The Board and bodies of UBS AG exercising delegated Board functions, such as the Committees,
 
the EB, committees established by the EB, IA of UBS AG or other bodies mentioned herein
 
COTO
Chief Operations and Technology Officer
 
of UBS AG
CRO
Chief Risk Officer of UBS AG
Divisional
 
President/DP
Divisional Presidents are the heads of the respective BDs, as set out in the UBS Group AG Organization
Regulations
EGM
Extraordinary General Meeting of the shareholders of UBS AG
Executive Board / EB
Executive Board of UBS AG
EB Committees
Committees of the EB as set out in section 26
Financial statements
 
Quarterly and annual financial statements of UBS AG
 
FINMA
 
Swiss Financial Market Supervisory Authority
 
FRC
Finance and Risk Committee
Functional Head / FH
CFO, COTO, CRO, GC, CCGO, Head HR&CS and IO
GC
General Counsel of UBS AG
GF
Group Functions, which comprises the functions as set out in the UBS Group AG Organization Regula-
tions
Group CEO
 
Group Chief Executive Officer
 
Group IA
Internal Audit of the Group
 
Head HR&CS
Head Human Resources & Corporate Services of UBS AG
HR
 
Human Resources
IA
Internal Audit of UBS AG under the oversight of the IA Executive UBS AG
IA Executive UBS AG
IA Executive of UBS AG
ICAAP
Internal Capital Adequacy Assessment Process
IO
Integration Officer of UBS AG
ORs
Organization Regulations of UBS AG including annexes
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4
Other UBS Entities
Entities of the Group which are neither Significant Group Entities nor Significant Regional Entities
PRA
Prudential Regulation Authority (Bank of England)
President of the EB
President of the Executive Board of UBS AG
RC
 
Risk Committee
 
Regional President /
 
RP
Regional Presidents as set out in the UBS Group AG Organization Regulations and in the RP terms of
reference
Risk Authorities
Internal document setting out the high-level delegated authorities for risk management and control
for UBS AG
Shareholders
 
Shareholders of UBS AG
Significant Branches
Branches of subsidiaries of the Group subject to enhanced standards of corporate governance as des-
ignated by the Group CEO
Significant Group Enti-
ties / SGEs
Significant subsidiaries of the Group subject to enhanced standards of corporate governance as desig-
nated by the UBS Group AG Governance and Nominating Committee
Significant Regional
Entities / SREs
Subsidiaries of the Group subject to enhanced standards of corporate governance as designated by
the Group CEO
SOX
Sarbanes–Oxley Act
Stakeholders
 
Persons, groups or organizations that have a direct or indirect stake in UBS AG and may,
 
as a result,
affect or be affected by UBS AG’s actions, objectives and policies
 
UBS/Group
UBS Group AG and its subsidiaries; the UBS group of companies
UBS AG Entities
 
All subsidiaries (excluding Special Purpose Entities) which are either wholly or majority, directly
 
or indi-
rectly owned or otherwise controlled by UBS AG and which are intended to be held indefinitely
UBS Group AG
UBS Group AG; the listed parent company of the Group
 
Vice Chairman
The Vice Chairman of the Board as set out in section 11
5
Introduction
1
Basis and purpose
1.1
Basis
These ORs
 
are enacted
 
by the
 
Board of
 
UBS AG
 
pursuant to
 
article 716b
 
of the
 
CO and
articles 24 and 26 of the AoA.
 
1.2
Purpose
The purpose of these ORs is:
 
(i)
to implement and supplement
 
requirements contained in applicable
 
laws, regulations
and the AoA having regard to pertinent codes of best practice; and
(ii)
to define the functions,
 
responsibilities and authorities of UBS AG’s
 
Corporate Bodies
and their members.
Mandatory
 
provisions of
 
applicable laws,
 
rules and
 
regulations or
 
rules
 
contained in
 
the
AoA take precedence over the ORs.
2
Organization of UBS AG
2.1
Organization in general
UBS AG and its business are organized as follows:
(i)
The Board,
 
under the
 
leadership of
 
the Chairman,
 
has the
 
ultimate responsibility
 
for
the direction,
 
supervision and
 
control of
 
UBS AG,
 
and performs
 
the other
 
duties de-
scribed herein or as prescribed by mandatory provisions of law.
The Board is
 
responsible for deciding
 
all matters and
 
taking business decisions
 
where
such decisions
 
exceed the
 
authority delegated
 
by the
 
Board to
 
the Committees,
 
the
EB or the President of the EB.
(ii)
As provided
 
by mandatory
 
law, rules
 
and regulations,
 
the AoA
 
or these
 
ORs, the
 
ex-
ecutive management
 
of UBS
 
AG is
 
delegated
 
to the
 
EB under
 
the leadership
 
of the
President
 
of
 
the
 
EB.
 
Under
 
consideration
 
of
 
applicable
 
regulatory
 
requirements,
 
the
President of the Executive Board of UBS
 
Switzerland AG may not be a
 
member of the
UBS AG EB.
(iii)
The
 
following permanent
 
Committees assist
 
the Board
 
in the
 
performance of
 
its re-
sponsibilities:
(a)
the Audit Committee;
 
(b)
the Compensation Committee; and
(c)
the Risk Committee.
(iv)
The
 
following permanent
 
EB Committees
 
assist the
 
EB in
 
the performance
 
of its
 
re-
sponsibilities:
(a)
the Asset and Liability Committee; and
(b)
the Finance and Risk Committee.
2.2
Group
steering
UBS Group
 
AG, as
 
the listed
 
parent company
 
of the
 
Group, controls
 
directly or
 
indirectly
all subsidiaries, including
 
UBS AG, and
 
leads the Group
 
by setting a
 
harmonized strategic
direction.
 
UBS
 
Group
 
AG
 
further
 
sets
 
principles
 
and
 
organizational
 
structures
 
to
 
enable
efficient and
 
coordinated management
 
of the
 
Group and
 
control of
 
its subsidiaries.
 
Not-
withstanding
 
this, the
 
legal independence
 
of UBS
 
AG, including
 
formal decision-making
by the
 
Corporate Bodies
 
as required
 
under applicable
 
constitutional documents,
 
and the
provisions of applicable
 
local laws, rules
 
and regulations relating
 
to UBS AG,
 
must be ob-
served to the extent legally required.
6
2.3
UBS AG as a subsidiary
of UBS Group AG
UBS
 
AG
 
is
 
a
 
subsidiary
 
of
 
UBS
 
Group
 
AG.
 
As
 
such
 
it
 
may
 
fulfill
 
strategic,
 
financial
 
and
management functions
 
not only
 
for itself,
 
but also
 
with respect
 
to the
 
Group. In
 
view of
this function,
 
the Corporate
 
Bodies of
 
UBS AG
 
may have
 
to resolve
 
on matters
 
that per-
tain both to UBS AG and the Group. To this end, UBS AG:
(i)
develops and implements
 
its business strategies and
 
business plans, as
 
well as appro-
priate risk
 
management and
 
internal control
 
frameworks, in
 
accordance with
 
strate-
gies, targets and policies defined by the Group;
(ii)
manages its subsidiaries in accordance with the UBS entity
 
framework. UBS AG issues
the necessary
 
regulations, policies
 
and instructions,
 
ensures logistical
 
support, main-
tains
 
commensurate
 
control
 
functions
 
and
 
allocates
 
the
 
authority
 
necessary
 
for
 
an
orderly and efficient conduct of the business of its subsidiaries; and
(iii)
works closely
 
with the
 
BDs and
 
the GF
 
of the
 
Group in
 
order to
 
identify and
 
benefit
from synergies and to realize earnings potential and cost savings.
2.4
Banking business of
UBS AG
The banking
 
business and
 
support operations
 
of UBS
 
AG are
 
performed by
 
itself and
 
its
direct or indirect subsidiaries. Each subsidiary has its own constitutional documents, which
must be in line with applicable local laws, rules and regulations.
2.5
Transparency,
collaboration and
 
reporting within
 
the Group
 
Subject
to and
 
in accordance with
 
applicable local
 
laws, rules and
 
regulations, Corporate
Bodies
 
are
 
bound
 
to
 
ensure
 
transparency
 
and
 
collaboration
 
within
 
the
 
Group
 
and
 
may
have
 
additional
 
responsibilities and
 
reporting
 
lines
 
within
 
the Group
 
in
 
addition
 
to
 
their
reporting lines within UBS
 
AG. Any resulting conflicts
 
of interest shall be
 
governed by the
provisions
 
of
 
the
 
Organization
 
Regulations
 
(or
 
similar
 
constitutional
 
documents)
 
of
 
the
companies concerned.
 
7
Board of Directors
3
Membership
3.1
Election proposal
In
 
consultation
 
with
 
the
 
Chairman,
 
the
 
Board
 
proposes
 
candidates
 
for
 
election
 
by
 
the
shareholders.
 
3.2
Independence of
Board members
The Board’s proposal for
 
election ensures that one
-third of the Board
 
members will be in-
dependent. For
 
this purpose,
 
independence is
 
determined in
 
accordance with
 
FINMA cir-
cular
 
2017/1
 
“Corporate
 
governance –
 
banks.”
 
Furthermore, there
 
must be
 
a
 
sufficient
number
 
of
 
Board
 
members
 
who
 
meet
 
the
 
independence
 
criteria
 
for
 
the
 
Committee
members set out
 
in the annex
 
“Charter of the
 
Committees of the
 
Board.” The Chairman
does not need to be independent.
3.3
Notification duty
Each Board
 
member must
 
notify the
 
Chairman immediately
 
if circumstances
 
change in
 
a
manner that may affect their independence.
3.4
Expectations of the
Board members
The Board,
 
as a
 
group, must
 
have the
 
necessary qualifications,
 
skills and
 
diversity to
 
per-
form all
 
Board duties. In
 
particular, the Board
 
must together possess
 
financial literacy, ex-
perience in
 
banking and
 
risk management,
 
as well
 
as international
 
experience, including
experience of international financial matters, and knowledge of the duties of directors.
Candidates for
 
election to
 
the Board
 
shall be
 
considered in
 
light of
 
their personal
 
experi-
ence
 
and
 
abilities,
 
including
 
any
 
specialist
 
knowledge
 
or
 
skills
 
required
 
to
 
fulfill
 
specific
Board functions as outlined herein, as well
 
as their ability to contribute to building a
 
com-
plementary and effective Board.
4
Constitution
4.1
Number of members
The Board consists of five to twelve Board members as per article 18 of the AoA.
4.2
Term of office
The term of
 
office for each Board
 
member is one year,
 
pursuant to
article 19 of
 
the AoA.
Subject to
 
election by
 
shareholders, Board members
 
are normally
 
expected to
 
serve for
 
a
minimum
 
of
 
three
 
years.
 
No
 
Board
 
member
 
may
 
serve
 
for
 
more
 
than
 
10
 
consecutive
terms of office, in exceptional circumstances the Board can extend this limit.
4.3
Constitutional meeting
The Board constitutes itself at its first meeting following the AGM.
In this meeting
(i)
the Vice Chairmen;
 
(ii)
the Chairpersons of the Committees; and
(iii)
the Committee members
are appointed by the Board.
The Board may
remove these Board members from their special functions at any time.
5
Responsibilities and authorities
5.1
In general
In addition to mandatory
 
provisions of law, rules,
 
regulations and the AoA
, the Board has
the responsibilities and authorities set out in these ORs.
 
5.2
Supervision
The Board
 
is responsible for
 
the overall
 
direction, supervision and
 
control of
 
UBS AG and
its
 
management,
 
as
 
well
 
as
 
for
 
supervising
 
compliance
 
with
 
applicable
 
laws,
 
rules
 
and
regulations.
 
5.3
Ultimate responsibility
The
 
Board
 
has
 
ultimate
 
responsibility
 
for
 
the
 
success
 
of
 
UBS AG
 
and
 
for
 
delivering
 
sus-
tainable shareholder value within
 
a framework of prudent
 
and effective controls and
 
sub-
ject to
 
the parameters
 
set by
 
the Group.
 
It decides
 
on UBS
 
AG’s strategy
 
and the
 
neces-
sary financial and human
 
resources upon recommendation of
 
the President of the
 
EB and
sets
 
UBS
 
AG’s
 
values
 
and
 
standards
 
to
 
ensure
 
that
 
its
 
obligations
 
to
 
shareholders
 
and
other stakeholders are met.
8
5.4
Strategy and financial suc-
cess
Taking
 
into
 
account
 
the
Group’s
 
overall
 
strategy
 
and
 
interests,
 
the
 
Board’s
 
ultimate
 
re-
sponsibility for strategy and financial success includes in particular:
(i)
deciding the
 
strategy of
 
UBS AG
 
upon recommendation
 
of the
 
President of
 
the EB,
taking into account the proposals and alternatives presented;
(ii)
approving
 
the
 
risk
 
management
 
and
 
control
 
framework
 
of
 
UBS
 
AG,
 
including
 
the
overall risk appetite;
(iii)
deciding whether
 
UBS AG should
 
enter substantial
 
new business areas
 
or exit an
 
ex-
isting business area, in cases
 
where the entry or exit is
 
not covered by the current ap-
proved strategic framework; and
(iv)
approving major acquisitions,
 
mergers, disposals or
 
capital expenditure, including
 
de-
cisions on
 
major changes
 
to
 
the
 
company structure, major
 
changes in
 
its
 
Significant
Group Entities, and other projects of strategic importance for UBS AG.
 
5.5
Finance
With respect to the ultimate responsibility for
 
the financial situation, the Board has in par-
ticular the following duties:
(i)
approving
 
the applicable
 
accounting standards
 
and financial
 
control frameworks,
 
as
well as significant changes to them;
(ii)
annually reviewing
 
and approving
 
the three-year
 
strategic plan
 
and one-year
 
operat-
ing plan of
 
UBS AG, including
 
the financial objectives
 
and a capital
 
allocation frame-
work, as well as the capital and liquidity plans;
 
(iii)
annually reviewing and approving of the ICAAP of UBS AG;
 
(iv)
reviewing and
 
approving the
 
annual financial
 
statements of
 
UBS AG
 
and, where
 
ap-
plicable, the quarterly financial statements; and
(v)
reviewing and
 
approving the
 
consolidated annual and
 
quarterly financial
 
statements,
and the consolidated annual report of UBS AG prior to its submission to the AGM.
 
5.6
Organization
The Board
 
is responsible
 
for establishing
 
an appropriate
 
business organization,
 
including
in particular:
(i)
approving
 
and
 
regularly
 
reviewing
 
the
 
governance
 
principles
 
and
 
the
 
management
structures as set out herein;
(ii)
appointing and
 
removing EB
 
members, the
 
Company Secretary
 
and the
 
IA Executive
UBS AG and reviewing their performance;
(iii)
overseeing the
 
effectiveness of
 
the business
 
organization and management
 
informa-
tion system implemented by the EB;
 
(iv)
supervising the internal control system;
(v)
approving the charter for IA and monitoring IA; and
(vi)
approving the compensation and benefits principles of UBS AG.
5.7
Meetings of shareholders
The Board has a duty to convene AGMs and EGMs, prepare the agenda for such meetings
and implement resolutions adopted by the shareholders.
 
5.8
Loss of equity
In case of financial difficulties or insufficient
 
equity, the Board must undertake all steps
 
re-
quired under applicable law.
5.9
Delegation
Within the limits
 
of applicable
 
law, regulations
 
and the AoA,
 
the Board may
 
delegate part
 
of
its responsibilities
 
and authorities
 
to:
(i)
the Committees;
(ii)
individual Board members;
(iii)
the EB; and
(iv)
individual EB members.
5.10
Advice from third parties
The
 
Board
 
and
 
the
 
Committees
 
may,
 
in
 
performing
 
their
 
duties,
 
take
 
advice
 
from
 
third
parties.
6
Meetings
6.1
Number of meetings
The Board meets as often as business requires, and at least six times a year.
6.2
Convening meetings
Board meetings are
 
convened by the
 
Chairman. Upon written
 
request, including reasons,
of any Board member or the President
 
of the EB addressed to the Chairman, he
 
shall con-
vene a Board meeting in accordance with sections 6.3 and 6.4.
 
6.3
Invitation
The Chairman
 
or, if
 
absent, one
 
of the
 
Vice Chairmen
 
invites the
 
Board members
 
to the
Board meetings in writing (including by e-mail or other electronic means).
 
9
6.4
Agenda and notice
period
The
 
invitation
 
contains
 
the
 
agenda
 
and
 
must
 
be
 
sent
 
to
 
Board
 
members
 
and
 
other
 
at-
tendees
 
as
 
a
 
rule at
 
least
 
five business
 
days
 
prior
 
to
 
the
 
date
 
of
 
the Board
 
meeting
 
to-
gether
 
with
 
all
 
necessary
 
supporting
 
material.
 
In
 
exceptional
 
cases,
 
supporting
 
material
may be
 
sent later
 
to allow
 
the Board
 
to receive
 
the latest
 
available information.
 
This ap-
plies in particular to updates on financial data.
 
In time
-critical cases
 
(as determined
 
at the
 
Chairman’s discretion),
 
a Board
 
meeting may
be held and the supporting material may be sent at shorter notice.
6.5
Chair
Board meetings
 
are chaired
 
by the
 
Chairman or,
 
if absent,
 
by one
 
of the
 
Vice Chairmen
or, in their absence, by another Board member selected by the Board members present.
6.6
Attendees
The Board may hold Board meetings as determined by the Chairman:
(i)
with
 
or
 
without
 
the participation
 
of
 
the President
 
of
 
the EB
 
and all
 
or
 
some of
 
the
other EB members; and
(ii)
with the participation of other persons, who are invited to attend.
6.7
Meeting format
Board meetings may be held in person or by audio or video conference.
6.8
Minutes of Board
meetings
The
 
minutes
 
(including
 
its
 
annexes
 
as
 
presented
 
to
 
the
 
Board)
 
contain
 
all
 
Board
 
resolu-
tions made and
 
reflect in a
 
general manner the
 
considerations which led
 
to the decisions
made. Dissenting opinions
 
of and votes
 
cast by Board
 
members must also
 
be reflected in
the minutes.
6.9
Form of minutes,
inspection rights
The
minutes must
 
be signed
 
by the
 
Board member
 
chairing the
 
meeting (in
 
accordance
with section
 
6.5) and
 
the keeper
 
of the
 
minutes and
 
must be
 
made available
 
for review
prior to the next Board meeting at which these shall be
 
approved. Board members are en-
titled to examine the minutes of any Board meeting at any time.
7
Resolutions
7.1
Quorum of attendance
The presence of either the Chairman or one of
 
the Vice Chairmen as well as of the
major-
ity of the
 
Board members is
 
required to pass valid
 
Board resolutions. If this
 
quorum is not
present,
 
the
 
Chairman
 
can
 
seek
 
a
 
circular
 
resolution
 
of
 
the
 
Board
 
(see
 
section
 
7.4).
 
No
such
 
quorum
 
is
 
required
 
for
 
decisions
 
confirming,
 
implementing
 
and
 
amending
 
resolu-
tions relating to capital increases (article 22(2) of the AoA).
7.2
Quorum of resolutions, de-
cisive vote
Board resolutions are
 
passed by an
 
absolute majority of
 
the votes of
 
Board members pre-
sent; in case of a tie, the Chairman’s vote is decisive (article 22(1) of the AoA).
 
7.3
Resolutions on items
not
 
on agenda
If time
-critical matters arise
 
after a
 
Board meeting has
 
already been convened,
 
such mat-
ters may
 
be discussed
 
at the
 
Board meeting
 
and Board
 
resolutions made
 
if a
 
majority of
all
 
Board
 
members
 
present agree.
 
If
 
feasible,
 
a
 
revised
 
agenda
 
will
 
be
 
sent
 
to
 
all
 
Board
members
 
prior
 
to
 
the
 
meeting.
 
Absent
 
Board
 
members
 
are
 
informed
 
of
 
the
 
resolution
made after the Board meeting.
7.4
Circular resolutions
Board resolutions may be passed in writing (including by e
-mail or other electronic means)
if
 
no
 
material
 
discussions
 
are
 
required,
 
the
 
matter
 
is
 
time-critical
 
or
 
has
 
been
 
pre-
discussed. A
 
proposal for
 
a circular
 
resolution must
 
be communicated
 
to all
 
Board mem-
bers and is only deemed to have passed if:
(i)
more
 
than
 
two-thirds
 
of
 
all
 
Board
 
members
 
cast
 
a
 
vote
 
or
 
give
 
written
 
notice
 
that
they abstain; and
(ii)
an absolute majority
 
of all Board
 
members participating in
 
this circular resolution
 
ap-
prove the proposed resolution; and
 
(iii)
no Board
 
member requests
 
a Board
 
meeting in
 
relation to
 
the subject
 
matter of
 
the
proposed Board
 
resolution within
 
three business
 
days of
 
receiving notice
 
of the
 
pro-
posal.
 
7.5
Effect of circular
resolutions
A circular
 
resolution is
 
as binding
 
as a
 
Board resolution
 
adopted at
 
a Board
 
meeting and
must be
 
recorded under
 
a
 
separate heading
 
in the
 
Board minutes
 
prepared pursuant
 
to
sections 6.8 and 6.9 for the next Board meeting.
10
8
Information rights
8.1
Right of information
Board members
 
have the
 
right to
 
access all
 
information concerning
 
the business
 
and the
affairs of
 
UBS AG
 
as may
 
be necessary
 
or helpful
 
for them
 
to fulfill
 
their duties
 
as Board
members.
8.2
Request for information
during Board meetings
At Board
 
meetings, any
 
Board member
 
is entitled
 
to request
 
information on
 
any matter
relating to UBS AG
 
regardless of the agenda, and
 
the Board or EB members
 
present must
provide such information to the best of their knowledge.
 
8.3
Request for
information
outside of Board meetings
Should a Board member require information or wish to review documents outside a Board
meeting, such
 
request must be
 
routed through
 
the Company Secretary
 
and addressed to
the Chairman.
8.4
Request for information
outside of Committee
meetings
Should a
 
Chairperson require
 
information or
 
wish to
 
review documents
 
outside a
 
Com-
mittee meeting, they can,
 
within the range of responsibilities
 
of their Committee, address
their request to
 
a member of
 
the EB directly,
 
to the IA
 
or to external
 
auditors. The
 
Chair-
man and the President of the EB must be informed as appropriate.
9
Self-assessment
9.1
Board self
-assessment
At least
 
annually, the
 
Board reviews
 
its own
 
performance, as
 
well as
 
the performance
 
of
each
 
of
 
the Committees.
 
Such a
 
review seeks
 
to determine
 
whether
 
the Board
 
and
 
the
Committees function effectively and efficiently.
 
9.2
Performance
evaluation
In
 
light
 
of
 
the
 
annual
 
performance
 
evaluation,
 
the
 
Board
 
must
 
consider
 
whether
 
any
changes should be made to the membership of the Board or Committees.
10
Chairman
10.1
Election
The Board
 
proposes the
 
Chairman who
 
in turn
 
is elected
 
by shareholders
 
at the
 
general
meeting.
 
10.2
In general
The Chairman leads
 
the Board. He
 
further coordinates the
 
tasks within the
 
Board and, in
particular, calls Board meetings and sets their agenda.
 
10.3
Shareholders’ meetings
In
 
accordance
 
with
 
article
 
13
 
of
 
the
 
AoA
 
the
 
Chairman
 
presides
 
over
 
the
 
AGMs
 
and
EGMs.
 
10.4
Coordination of
Committee work and
Chairman’s attendance
The Chairman
 
coordinates, together
 
with the
 
Chairpersons, the
 
work of
 
all Committees.
In consultation with the
 
relevant Chairperson, the Chairman
 
or one of the
 
Vice Chairmen
may attend meetings of the Committees.
 
10.5
External communication
The
 
Chairman,
 
together
 
with
 
the
 
President
 
of
 
the
 
EB,
 
undertakes
 
responsibility
 
for
 
UBS
AG's reputation,
 
is further
 
closely involved
 
in and responsible
 
for ensuring
 
effective com-
munication with shareholders and stakeholders, including government officials, regulators
and public organizations.
 
The Chairman is the
 
primary representative of the
 
Board and, together with
 
the President
of the EB, of UBS AG with the media.
 
10.6
Relationship with Board
and EB
The Chairman establishes and maintains close and constructive working relationships with
and promotes
 
open communication
 
between the
 
Board and
 
the President
 
of the
 
EB and
the other EB members, providing advice and support to them while respecting that execu-
tive management
 
responsibility is
 
delegated to
 
the EB.
 
Where appropriate,
 
the Chairman
ensures
 
effective challenge
 
of
 
the President
 
of
 
the EB
 
and the
 
EB by
 
the Board
 
and
 
the
Committees and fosters ongoing and effective monitoring of performance.
10.7
Further responsibilities
and authorities
Further
 
details
 
of
 
the
 
responsibilities
 
and
 
authorities
 
delegated
 
to
 
the
 
Chairman
 
are
 
set
out in the annexes to these ORs.
11
11
Vice Chairmen
11.1
Appointment and authori-
ties
The Board
 
appoints one or
 
more Vice Chairmen.
 
A Vice Chairman
 
is required
 
to lead the
Board
 
in
 
the absence
 
of
 
the
 
Chairman,
 
to
 
provide
 
support
 
and
 
advice
 
to
 
the
 
Chairman
and to undertake
 
such specific additional
 
duties or functions
 
as the Board
 
may entrust to
him from time to time.
11.2
Further responsibilities
and authorities
Further details
 
of the
 
responsibilities and
 
authorities delegated
 
to the
 
Vice Chairmen
 
are
set out in the annexes to these ORs.
 
12
Company Secretary
12.1
Appointment and function
At
 
the
 
constitutional
 
meeting
 
of
 
the
 
Board,
 
the
 
Board
appoints
 
a
 
Company
 
Secretary,
who acts as secretary to the Board and its Committees.
12.2
Responsibilities and autho-
rities
The
 
Company
 
Secretary
 
prepares
 
the
 
agenda
 
for
 
each
 
Board
 
meeting,
 
keeps
 
the
 
Board
minutes and
 
the Committees’
 
minutes and
 
assists the
 
Board and
 
its members
 
in coordi-
nating and
 
fulfilling their
 
duties. In
 
accordance with
 
section 8.3,
 
the Company
 
Secretary
coordinates
 
requests
 
for
 
information
 
from
 
the
 
members
 
of
 
the
 
Board
 
outside
 
of
 
Board
meetings and informs the President of the EB of such requests as appropriate.
12.3
Reporting
The Company Secretary reports to the Chairman.
12.4
Official
documents
The Company
 
Secretary is responsible
 
for keeping
 
UBS AG’s
 
official company
 
documents
and records including their certification.
13
Board Committees
13.1
Permanent and other
Committees
The
 
Board establishes
 
the AC,
 
the
 
Compensation
Committee and
 
the RC
 
as
 
permanent
Committees.
 
The Board
 
may set
 
up other
 
Committees, including
 
ad hoc
 
Committees, if
deemed appropriate or necessary.
13.2
Appointment
From among its members the Board appoints
 
the Committee members and the respective
Chairpersons.
 
13.3
Responsibilities and autho-
rities
Based
 
on
 
articles
 
24
 
and
 
26
 
of
 
the
 
AoA,
 
the
 
Board
 
delegates
 
certain
 
responsibilities
and authorities
 
to the
 
Committees pursuant
 
to the
 
annexes to
 
these ORs.
 
The overall
 
re-
sponsibility for such delegated competences remains with the Board.
12
Executive Board
14
Delegation
14.1
Delegation of
management
The Board delegates the executive management of UBS AG as set out in section 2.1(ii).
14.2
Further delegation
by the EB
The President
 
of the
 
EB and
 
the EB
 
may further
 
delegate certain
 
responsibilities and
 
au-
thorities
 
and
 
may
 
empower
 
further
 
delegation
 
of
 
such
 
responsibilities
 
and
 
authorities.
Such
 
delegations
 
must
 
be
 
in
 
writing,
 
and
 
clear
 
rules
 
on
 
responsibilities,
 
authorities
 
and
accountabilities must
 
be established. Specific
 
responsibilities and authorities
 
delegated by
the EB to an EB Committee will be
 
set forth in a resolution adopted or a
 
charter approved
by the EB.
14.3
Time
-critical matters
The
 
EB
 
will
 
establish
 
arrangements
 
to
 
ensure
 
that
 
decisions
 
are
 
made
 
in
 
a
 
time
-critical
business matter, should the responsible EB member be unable to act.
15
Executive Board
15.1
Composition and appoint-
ment
 
Under the leadership
 
of the President
 
of the EB,
 
the EB is
comprised of
 
the members de-
tailed in sections 16 to 25 of these ORs and such further
 
EB members as appointed by the
Board upon proposal of the President of the EB.
15.2
Responsibilities
and authorities
Under
 
the
 
leadership
 
of
 
the
 
President
 
of
 
the
 
EB,
the
 
EB
 
has
 
executive
 
management
 
re-
sponsibility
 
for
 
UBS AG
 
and its
 
business.
 
This
 
includes, but
 
is not
 
limited
 
to, developing
and implementing UBS AG strategies approved
 
by the Board and which take into
 
account
the Group’s
 
strategies, budgeting,
 
planning and
 
resource allocation,
 
and evaluating
 
and
monitoring
 
business performance.
 
This also
 
includes ensuring
 
the efficient
 
use of
 
the fi-
nancial
 
resources
 
of
 
UBS
 
AG in
 
accordance
 
with
 
Group guidelines,
 
policies
 
and govern-
ance over intra-divisional treasury allocations.
 
The EB develops, implements and maintains an appropriate and adequate business organ-
ization
 
designed
 
to
 
ensure
 
compliance
 
with
 
applicable
 
laws
 
and
 
regulations
 
and
 
an
 
ap-
propriate management information system.
The EB is also responsible for ensuring
 
effective management
 
and coordination of issues
 
on
behalf of
 
UBS AG
 
which arise
 
from interactions and
 
interdependencies between UBS AG
and all entities of the Group or UBS AG and the BDs
 
or GF. Notwithstanding this, the legal
independence of UBS AG and the
 
provisions of applicable local laws, rules and regulations
must be observed
 
to the extent
 
legally required.
 
15.3
EB as risk council
The EB acts
 
as the risk
 
council of UBS
 
AG. It has
 
overall
responsibility for establishing
 
and
implementing risk management and
 
control within UBS AG. It
 
manages the risk profile
 
of
UBS AG as determined
 
by the Board and
 
the RC and is
 
supported by the FRC.
 
The EB de-
termines its
 
requirements for
 
risk reporting,
 
including improvements
 
and changes
 
to the
reports, and receives periodic updates on risk data limitations.
15.4
Preparation of Board deci-
sions
 
Where
 
proposals
 
for
 
decisions
 
must
 
be
 
made
 
to
 
the
 
Board,
 
the
 
EB
 
prepares
 
such
 
pro-
posals and supports the Board in its decision-making process.
 
15.5
Further duties
The
 
EB
 
is
 
furthermore
 
responsible
 
for
 
all
 
management
 
matters
 
not
 
reserved
 
under
 
the
AoA or the ORs to any other person or Corporate Body.
 
15.6
Meetings, agenda and no-
tice period
 
The EB
 
meets at
 
least once
 
every month
 
or as
 
appropriate. The
 
agenda must
 
be sent
 
to
the EB
 
members at
 
least five
 
calendar days
 
prior to
 
the date
 
of the
 
EB meeting
 
together
with all
 
necessary supporting material.
 
In time-critical cases,
 
an EB
 
meeting (called by
 
the
President of the EB as required or at the request of one EB
 
member addressed to the Pres-
ident of
 
the EB) may
 
be held
 
and the supporting
 
material may be
 
sent on
 
shorter notice.
EB meetings are chaired by
 
the President of the EB or,
 
if absent, by the nominated
 
deputy
President of the EB. EB meetings may be held in person or by audio or video conference.
 
13
15.7
Quorum of attendance
The
 
presence, either
 
in person
 
or
 
by audio
 
or
 
video conference,
 
of a
 
majority of
 
the EB
members is required to pass valid EB resolutions.
15.8
Quorum of resolutions
The resolutions of
 
the EB are
 
passed by the
 
majority of the
 
votes of the
 
EB members pre-
sent. The President of
 
the EB has the power
 
to overrule any EB resolution.
 
If the President
of the EB exercises this power, he must
 
inform the Chairman as well as the EB immediate-
ly.
15.9
Minutes of EB meetings
Minutes
 
are
 
taken
 
of
 
all
 
EB meetings.
 
They contain
 
all
 
resolutions
 
made
 
by the
 
EB.
 
The
minutes are sent to all EB members and to the Chairman. Board members may inspect the
EB minutes
 
in accordance
 
with section
 
8. Section
 
6.9 applies mutatis
 
mutandis to
 
the EB
minutes.
15.10
Circular resolutions
With respect
 
to circular
 
resolutions of
 
the EB,
 
sections 7.4
 
and 7.5
 
apply mutatis
 
mutan-
dis.
15.11
Matters requiring immedia-
te attention
With regard to matters
 
which require immediate attention, and
 
if it is not feasible
 
to con-
vene
 
an
 
audio
 
or
 
video
 
conference
 
or
 
to
 
proceed
 
by
 
circular
 
resolution
 
within
 
the
 
time
available, the
 
President of
 
the EB
 
may, together
 
with two
 
other EB
 
members, make
 
deci-
sions, which
 
have the effect
 
of EB
 
resolutions. EB
 
members who could
 
not be
 
reached in
time must
 
be informed
 
together with
 
the Chairman
 
as soon
 
as possible.
 
Section 7.5
 
ap-
plies mutatis mutandis to such resolutions.
15.12
Assessment
At least
 
annually the
 
President of
 
the EB
 
assesses the
 
performance of
 
the EB.
 
Such a
 
re-
view seeks to determine whether the EB functions effectively and efficiently. In light of the
annual assessment, the President of the EB must consider
 
whether any changes should be
made to the composition of the EB.
15.13
Further duties of EB mem-
bers
In addition, to the responsibilities for each EB member set out below, further details of the
responsibilities and key authorities delegated
 
to the EB members are set
 
out in the annex-
es to these ORs and the relevant Business Regulations or terms of reference.
16
President of the Executive Board
16.1
Appointment
The President of the EB is appointed by the Board upon proposal of the Chairman.
16.2
Function, substitution
The President
 
of the
 
EB is
 
the highest
 
executive officer
 
of UBS
 
AG and
 
has responsibility
and
 
accountability
 
for
 
the
 
management
 
and
 
performance
 
of
 
UBS
 
AG.
 
The
 
President
 
of
the EB nominates a deputy from within the EB, who is confirmed
 
by the Board. The depu-
ty
 
President
 
of
 
the EB
 
shall
 
temporarily
 
exercise
 
all
 
responsibilities
 
and
 
authorities
 
if
 
the
President
 
of
 
the
 
EB
 
should
 
be
 
incapacitated
 
or
 
unavailable
 
to
 
exercise
 
the
 
function
 
as
President of the EB.
 
16.3
Main responsibilities
and authorities
 
The President of the EB has the overall day
-to-day management responsibility for UBS AG.
In particular, he is responsible for:
(i)
convening and presiding over the EB meetings;
(ii)
leading the business and strategic planning and forecasting;
(iii)
the financial results of UBS AG;
(iv)
exercising all authorities allocated to UBS AG which are not otherwise delegated;
(v)
providing regular updates on the business to the Group CEO, as required;
(vi)
effective management of UBS
 
AG’s financial resources, people,
 
infrastructure and risks;
 
and
(vii)
ensuring effective collaboration with the Group.
 
The President
 
of the
 
EB assumes
 
a leading
 
role in
 
preparing the
 
Board’s consideration
 
of
UBS AG’s strategy,
 
risk and compensation principles. Together
 
with the Chairman, he has
the responsibility for UBS AG’s reputation.
16.4
Right to overrule decisions
 
The President of the EB
 
has an all-encompassing right to information
 
about and examina-
tion
 
of
 
all
 
matters handled
 
in
 
the business.
 
He
 
has the
 
power to
 
overrule
 
any
 
decisions
made by any management body, including any resolution by the EB (see section 15.8).
14
16.5
Reporting to the Board
The President of
 
the EB ensures
 
that the
 
Chairman and the
 
Board are
 
kept informed in
 
a
timely and appropriate manner on all matters falling within
 
the scope of their responsibili-
ties
 
as
 
well
 
as
 
important
 
business developments,
 
issues
 
or
 
decisions
 
taken
 
by
 
the
 
EB
 
in
particular with regard
 
to matters which
 
may have a
 
material financial, operational
 
or rep-
utational impact on UBS AG.
 
Further, the President of
 
the EB (either personally or
 
through any other EB
 
member) regu-
larly informs the Board on:
(i)
key performance indicators and other relevant financial data of UBS AG;
(ii)
existing and emerging risks, issues and mitigating measures;
 
(iii)
updates on developments in important markets and on peers; and
 
(iv)
information on
 
all issues
 
which may
 
affect the
 
supervisory or
 
control function
 
of the
Board.
16.6
Reporting by EB members
Each member
 
of the
 
EB detailed
 
in sections
 
17 to
 
2
5 below
 
reports directly
 
to the
 
Presi-
dent of the
 
EB and the
 
relevant function within
 
the Group and
 
shall inform the
 
President
of the EB or EB as appropriate of material matters and key developments within the scope
of their
 
responsibilities. The
 
Functional Heads
 
have an
 
obligation to
 
advise the
 
Chairman
and relevant Committees on significant issues arising in the field of their responsibilities.
17
Chief Financial Officer
17.1
Responsibilities and autho-
rities
The CFO has in particular the following responsibilities:
(i)
managing
 
UBS
 
AG’s
 
financial
 
accounting,
 
controlling,
 
forecasting,
 
planning
 
and
 
re-
porting processes;
(ii)
ensuring transparency in and assessing the financial performance of UBS AG;
 
(iii)
developing UBS
 
AG’s inorganic
 
strategy in
 
collaboration with
 
the EB
 
and supporting
the EB
 
members in
 
mergers and
 
acquisitions, as
 
well as
 
equity investment
 
topics, by
monitoring the progress of key inorganic growth initiatives;
(iv)
managing and controlling UBS AG’s
 
tax affairs, treasury and capital
 
management, in-
cluding funding and liquidity risk, and UBS AG’s regulatory capital ratios;
(v)
ensuring
 
asset and
 
liability
 
management
 
by balancing
 
consumption of
 
UBS AG’s
 
fi-
nancial resources;
 
(vi)
consulting with
 
the AC
 
to make
 
proposals to
 
the Board
 
regarding the
 
standards for
accounting to be adopted by UBS
 
AG and defining the standards for financial
 
report-
ing and disclosure; and
(vii)
under the supervision
 
of the AC,
 
coordinating the working
 
relationships with the
 
ex-
ternal auditors.
18
 
Chief Operations and Technology
 
Officer
18.1
Responsibilities and autho-
rities
The CO
TO has in particular the following responsibilities:
(i)
formulating
 
the
 
approach,
 
objectives,
 
financial
 
and
 
execution
 
plans
 
for
 
the
 
Opera-
tions and Technology
 
Office area in
 
support of the
 
BDs and GF operating
 
out of UBS
AG;
 
(ii)
driving
 
digitalization,
 
delivering
 
IT
 
services,
 
tools
 
and
 
infrastructure,
 
including
 
cyber
protection and IT
 
security, in line
 
with the needs
 
of the BDs
 
and GF operating
 
out of
 
UBS AG;
 
(iii)
overseeing
 
the prioritization
 
of the technology
 
enabled change
 
initiatives;
 
(iv)
directing and
 
governing all
 
IT development
 
and engineering
 
management activities;
and
(v)
delivering operational
 
services, maintaining
 
and overseeing
 
UBS AG's
 
crisis manage-
ment operations and providing data governance.
15
19
Chief Risk Officer
19.1
Responsibilities and autho-
rities
The CRO has in particular the following responsibilities:
(i)
the
 
development
 
of
 
UBS
 
AG’s
 
risk
 
management
 
and
 
control
 
framework
 
(including
risk
 
principles
 
and
 
risk
 
appetite)
 
for
 
the
 
credit,
 
market,
 
country,
 
liquidity,
 
funding,
model and environmental and
 
social risk categories, as well
 
as the implementation of
independent control
 
frameworks for
 
these risk
 
categories, on the
 
basis of
 
and in
 
ac-
cordance with the framework approved by the Board, including:
(a)
risk measurement, aggregation, portfolio controls and risk reporting; and
(b)
taking decisions on transactions, positions, exposures, portfolio
 
limits and allowances
in accordance with the risk control authorities
 
delegated to the CRO; and
(ii)
monitoring and challenging
 
UBS AG’s risk-taking
 
activities for the
 
risk categories un-
der CRO responsibility.
 
20
General Counsel
20.1
Responsibilities and autho-
rities
The GC has in particular the following responsibilities:
(i)
managing UBS
 
AG’s legal
 
affairs and
 
ensuring effective
 
and timely
 
assessment of
 
le-
gal matters impacting UBS AG or its businesses;
(ii)
providing the legal advice required by UBS AG; and
(iii)
management and reporting of all
 
litigation and other significant contentious
 
matters,
including all legal proceedings which involve UBS AG.
21
Chief Compliance and Governance Officer
21.1
Responsibilities and autho-
rities
The CCGO has in particular the following responsibilities:
(i)
developing UBS AG’s risk management and control
 
framework (including taxonomies
and
 
risk
 
appetite)
 
for
 
non-financial
 
risks
 
as
 
well
 
as
 
implementing
 
the
 
independent
control frameworks for these risks;
(ii)
developing UBS AG’s governmental policy and regulatory approach;
(iii)
coordinating
 
external
 
governmental
 
and
 
regulatory
 
relations
 
and
 
overseeing
 
im-
portant
 
regulatory
 
matters,
 
including
 
key
 
regulatory
 
change
 
programs
 
across
 
UBS
AG;
(iv)
managing the firm’s new business governance process;
(v)
developing global
 
and local
 
recovery and
 
resolution plans
 
and defining
 
adequate re-
solvability improvement measures;
(vi)
developing
 
UBS
 
AG’s
 
organization
 
and
 
legal
 
entity
 
structure,
 
as
 
well
 
as
 
corporate
governance standards; and
(vii)
governing
 
UBS
 
AG’s
 
internal
 
and
 
external
 
investigations
 
portfolio
 
and
 
performing
important investigations.
22
Head Human Resources & Corporate Services
22.1
Responsibilities and autho-
rities
The
 
Head HR&CS has in particular the following responsibilities:
(i)
defining
 
and
 
executing
 
an
 
HR
 
strategy
 
aligned
 
to
 
UBS
 
AG’s
 
objectives,
 
positioning
UBS
 
AG
 
as
 
employer
 
of
 
choice
 
and
 
providing
 
HR
 
services
 
to
 
employees
 
as
 
well
 
as
strategic
 
advice
 
to
 
line
 
managers
 
and
 
EB
 
members
 
supporting
 
them
 
to
 
attract,
 
en-
gage, develop and retain talent;
(ii)
supplying
 
real
 
estate
 
infrastructure
 
and
 
general
 
administrative
 
services
 
to
 
UBS
 
AG;
and
(iii)
directing
 
and
 
controlling
 
all
 
supply
 
and
 
demand
 
management
 
activities,
 
supporting
UBS
 
AG
 
with
 
its
 
third-party
 
risk
 
and
 
sourcing
 
strategies
 
and
 
managing
 
UBS
 
AG’s
near-/offshore, outsourcing and supplier-related processes.
23
Integration Officer
23.1
Responsibilities and autho-
rities
 
The IO has in particular the following responsibilities
:
(i)
developing
 
integration
 
strategy
 
with
 
regard
 
to
 
Credit
 
Suisse
 
within
 
agreed
 
design
principles and in accordance with the UBS AG and Group strategy;
(ii)
coordinating
 
with
 
integration
 
teams
 
and,
 
if
 
required,
 
other
 
EB
 
members
 
to
 
ensure
coherent and consistent execution of integration plans and milestones;
(iii)
prioritizing
 
integration
 
activities and
 
monitoring overall
 
progress, coordinating
 
man-
agement of
 
operational and
 
execution
 
risks and
 
issues, as
 
well as
 
overseeing devel-
opment of migration plans and interdependencies;
(iv)
ensuring regular
 
communication and
 
appropriate escalation
 
to the
 
EB, or
 
other rele-
vant governance bodies; and
(v)
challenging timelines, operating models, synergies, and deliverables, as appropriate.
16
24
Regional Presidents
24.1
Responsibilities and autho-
rities
The Regional Presidents have in particular the following responsibilities:
(i)
cross-divisional collaboration; and
(ii)
representing UBS AG to the broader public in their region.
 
25
Divisional Presidents
25.1
Responsibilities and autho-
rities
 
The Divisional Presidents have in particular the following responsibilities:
(i)
proposing BD
 
strategies in
 
line with
 
the UBS
 
AG and
 
Group strategy
 
taking into
 
ac-
count input from the Regional Presidents;
(ii)
the operation and management of their BD; and
(iii)
controlling and
 
administering the
 
dedicated financial
 
resources, risk
 
appetite, people
and infrastructure of the BD.
26
Committees
26.1
EB Committees
Pursuant to section 14.2 the EB establishes
(i)
the ALCO; and
 
(ii)
the FRC
as permanent EB Committees.
26.2
Composition
The composition is specified in dedicated terms of reference for each EB
Committee.
26.3
Appointment
The appointment is specified in dedicated terms of reference for each EB
Committee.
26.4
Responsibilities and autho-
rities
The EB Committees have the responsibilities
 
and authorities as set out in
 
the terms of ref-
erence of the respective committee:
(i)
the ALCO
 
is responsible
 
for managing
 
UBS AG’s assets
 
and liabilities
 
in line
 
with the
UBS AG and Group strategy and regulatory requirements;
(ii)
the
 
FRC
 
is
 
responsible
 
for
 
supervising
 
and
 
controlling
 
UBS
 
AG’s
 
business,
 
financial
and risk
 
profile of
 
the overall
 
UBS AG
 
standalone as
 
well as
 
the entity’s
 
business ac-
tivities in
 
Switzerland and
 
cross-jurisdictional branch-related
 
matters, in
 
line with
 
the
UBS AG and Group
 
strategy and regulatory requirements. The
 
FRC is also responsible
for
 
ensuring
 
the
 
financial
 
and
 
risk
 
profile
 
of
 
UBS
 
AG
 
standalone
 
complies
 
with
 
the
agreed risk appetite, by ascertaining that appropriate and timely actions are taken.
26.5
Meetings and resolutions
The sections 15.6 to 15.12 apply mutatis
mutandis.
26.6
Reporting
The EB
 
Committees report to the EB.
17
Internal Audit
27
Scope, responsibilities, authorities and reporting
27.1
Scope
IA is the internal audit function for UBS AG.
27.2
Responsibilities
IA independently, objectively and systematically assesses in particular the:
(i)
soundness of UBS AG’s risk and control culture;
(ii)
reliability
 
and
 
integrity
 
of
 
financial
 
and
 
operational
 
information,
 
including
 
whether
activities are properly, accurately and completely recorded, and the quality
 
of underly-
ing data and models; and
(iii)
design, operating effectiveness and sustainability of:
(a)
processes to define
 
strategy and risk appetite
 
as well as
 
the overall adherence
 
to
the approved strategy;
 
(b)
governance processes;
(c)
risk management,
 
including whether
 
risks are
 
appropriately identified
 
and man-
aged;
(d)
internal controls,
 
specifically whether
 
they are
 
commensurate with
 
the risks
 
tak-
en;
(e)
remediation activities; and
(f)
processes
 
to
 
comply
 
with
 
legal
 
and
 
regulatory
 
requirements,
 
internal
 
policies,
and UBS AG’s constitutional documents and contracts.
 
IA also
 
conducts special audits
 
at the
 
request of
 
the AC, or
 
other Board
 
members, Com-
mittees or the President of the EB in consultation with the AC.
27.3
Charter
Details
 
of
 
the
 
role,
 
responsibilities
 
and
 
authorities
 
of
 
IA
 
are
 
set
 
out
 
in
 
the
 
charter
 
for
Group IA. The charter is also to be endorsed by the Board for its applicability to UBS AG.
27.4
Access rights
IA possesses unrestricted auditing rights within UBS AG; it
 
has access at all times to all ac-
counts, books,
 
records, systems,
 
property and
 
personnel to fulfill
 
its auditing
 
responsibili-
ties. The
 
IA Executive
 
UBS AG
 
has open,
 
direct and
 
unrestricted access
 
to the
 
Chairman,
the RC and the AC, as well as to the President of the EB.
27.5
Independence
IA is independent in determining its activities,
 
in particular when defining audit scope and
executing audit engagements. IA reports are not subject to any instructions or restrictions,
and its authority to audit is unrestricted.
 
28
IA Executive UBS AG
28.1
Reporting
The
 
IA
 
Executive
 
UBS AG
 
reports directly
 
to
 
the Chairman.
 
In addition,
 
the IA
 
Executive
UBS AG has a functional
 
reporting line to the
 
AC, as well as to
 
the Head Group IA, as
 
set
forth in the AC charter.
The IA
 
Executive UBS
 
AG must
 
inform the
 
AC of
 
the results
 
of the
 
annual internal
 
audit
plan
 
and
 
the
 
status
 
of
 
annual
 
internal
 
audit
 
objectives
 
and
 
must
 
be
 
in
 
regular
 
contact
with the AC.
 
28.2
Appointment
The
 
IA
 
Executive
 
UBS
 
AG
 
is
 
appointed
 
by
 
the
 
Board
 
in
 
consultation
 
with
 
the
 
Chairman
and the AC, based on a proposal by the Head Group IA.
18
Special provisions
29
Authority to sign
29.1
In general
Signing
 
in
 
the
 
name
 
of
 
UBS
 
AG
 
requires
 
two
 
authorized
 
signatures
 
to
 
be
 
binding.
 
Any
employee of UBS AG having one of
 
the following ranks or functions is authorized
 
to sign,
jointly with another authorized signatory, on behalf of UBS AG:
(i)
the Chairman and each of the Vice Chairmen;
 
(ii)
each of the EB members;
(iii)
the IA Executive UBS AG and the Company Secretary;
(iv)
each of
 
the Managing
 
Directors, Executive
 
Directors and
 
Directors or
 
senior employ-
ees with equivalent ranks;
(v)
each of the Associate Directors (including “Prokuristen,” as applicable); and
(vi)
for
 
specified
 
locations,
 
each
 
of
 
the
 
Authorized
 
Officers
 
(including
 
“Handlungs-
bevollmächtigte,” as applicable).
 
29.2
Signing policy
The
 
GC issues
 
a signing
 
policy for
 
UBS AG,
 
specifying all
 
details, including
 
the scope
 
of
signature
 
authorities and
 
possible extensions,
 
exceptions
 
to
 
the joint
 
signature authority
principle, and
 
the possibility for
 
signatories of
 
the Group to
 
sign on behalf
 
of UBS AG. In
addition, UBS
 
AG Entities establish
 
their own rules,
 
according to
 
mandatory provisions of
local laws, rules and regulations.
30
Form of signature
30.1
Signature form
All authorized signatories sign by adding their
signature to the name of the legal entity on
whose behalf they act.
31
Conduct of Board and EB members
31.1
Duty of care and loyalty
Each member
 
of
 
the Board
 
and the
 
EB is
 
under a
 
duty to
 
carry out
 
their responsibilities
with
 
due
 
care
 
and
 
to
 
safeguard
 
and
 
further
 
the
 
interests
 
of
 
UBS
 
AG
 
and
 
of
 
all
 
of
 
its
shareholders.
31.2
Conflicts of interest
The
 
Board
 
and
 
EB
 
members
 
must
 
arrange
 
their
 
personal
 
and
 
business
 
affairs,
 
including
their affairs with regard
 
to a related person or
 
company, so as to avoid,
 
as much as possi-
ble, an actual, perceived or potential conflict of interest.
31.3
Disclosure of conflict
of interest
Each Board
 
member must
 
disclose to
 
the Chairman,
 
and each
 
EB member
 
must disclose
to the President of
 
the EB, any conflict
 
of interest generally arising
 
or relating to any
 
mat-
ter to
 
be discussed
 
at a
 
meeting, as soon
 
as the
 
Board or
 
EB member
 
becomes aware
 
of
its existence.
31.4
Procedural measures
Unless exceptional circumstances
 
dictate that in the best interests of UBS AG a Board or EB
member
 
with
 
a
 
conflict of
 
interest
 
shall
 
not
 
participate in
 
the
 
discussions and
 
decision-
making involving the interest at
 
stake, the Board
 
or EB
 
member with a
 
conflict of interest
shall participate
 
in discussions
 
and:
(i)
a
 
double
 
vote
 
(a
 
vote
 
with
 
and
 
a
 
vote
 
without
 
the
 
conflicted
 
individual)
 
shall
 
take
place;
(ii)
a binding decision on the matter requires the same outcome in both votes;
(iii)
the Chairman
 
or the
 
President of
 
the EB
 
must advise
 
the respective
 
Corporate Body
of the conflict of interest; and
(iv)
the existence of the conflict must be recorded in the meeting minutes.
In the event of doubt, the
 
Chairman or the President of the EB shall request the respective
Corporate Body to
 
determine whether
 
a conflict of interest
 
or exceptional
 
circumstances
 
ex-
ist.
Further, section 2.5 applies
 
where EB members have additional
 
reporting lines within
 
le-
gal entities
 
of the Group.
19
31.5
Duty of confidentiality
Except
 
for
 
information
 
already
 
in
 
the
 
public
 
domain,
 
each
 
Board
 
and
 
EB
 
member
 
shall
handle all information
 
relating to UBS
 
AG learned during
 
the performance of
 
their duties
with
 
the utmost
 
discretion at
 
all
 
times. Such
 
information may
 
only be
 
disclosed
 
to third
parties with prior written clearance from the Chairman or the President of the EB. This ob-
ligation and
 
duty continues even
 
after the term
 
of office of
 
the Board or
 
EB member
 
has
expired for as long as the relevant information remains confidential.
 
31.6
Benefits of Board and
EB members
If a
 
Board or
 
EB member
 
becomes aware
 
of the
 
fact that
 
they may
 
receive a
 
financial or
non-financial benefit
 
other than
 
any salary,
 
remuneration or
 
other benefit
 
from UBS
 
AG,
as a result of employment with UBS AG, that person must:
(i)
promptly inform the Board, in the case of a Board member or the President of the EB;
and
(ii)
promptly inform the President of
 
the EB, in the case
 
of an EB member other
 
than the
President of the EB.
32
Entry into force, amendments
32.1
Entry into force
These ORs replace
 
the former regulations
 
of 12 June
 
2023 governing the
 
internal organi-
zation of UBS AG
 
and come into effect on
 
1 March 2024, based on
 
a Board resolution of
UBS AG dated 25 January 2024.
32.2
Amendments
These ORs may be amended by the Board only with the approval of FINMA.
20
Annex A –
Organizational
chart of UBS AG
exhibit102p21i0
21
Organizational chart of UBS AG
22
Annex B
– Charter of the
Committees of the Board
23
Contents
Introduction
1
 
Basis and purpose
24
Membership and constitution
2
 
Number of Committee members and their independence
 
25
3
 
Constitution
25
Responsibilities and authorities
4
 
Delegation of responsibilities and authorities
26
5
 
Audit Committee
26
6
 
Compensation Committee
27
7
 
Risk Committee
28
8
 
Further responsibilities and authorities
29
9
 
Delegation to a member or subcommittee
29
10
 
Information rights
29
11
 
Meeting with third parties
29
Meetings and resolutions of the Committees
12
 
Meetings
30
13
 
Resolutions and information rights
30
Reporting
14
 
Regular reporting
31
15
 
Special reporting
31
Special provisions
16
 
Confidentiality
32
17
 
Self-assessment and adequacy review
32
24
Introduction
1
Basis and purpose
1.1
Basis
This Committees’ charter
 
is enacted by the
 
Board pursuant to articles
 
716
716b CO, arti-
cles 24 and 26 of the AoA and sections 5.9 and 13.3 of the ORs.
 
1.2
Purpose
The purpose
 
of this Committees’
 
charter is
 
to set out
 
the objectives, composition
 
and re-
sponsibilities of the permanent Board Committees, being:
(i)
the Audit Committee;
 
(ii)
the Compensation Committee; and
(iii)
the Risk Committee.
25
Membership and constitution
2
Number of Committee members and their independence
 
2.1
Minimum number of Com-
mittee members
Each Committee must have at least three Committee members.
2.2
Independence
Each Committee
 
must consist
 
of members
 
of the Board
 
who:
(i)
with respect to the AC, are all independent as defined by section 3.2 of the ORs;
 
(ii)
with respect to the Compensation Committee and RC, are independent, in a majority,
as defined by section 3.2 of the ORs.
At least one
 
member of the
 
RC must also
 
be a member
 
of the Compensation
 
Committee.
2.3
Presence of the Chairman
The Chairman may, in
 
consultation with the relevant
 
Chairperson, attend the meetings
 
of
Committees as a non-voting guest.
 
3
Constitution
3.1
Appointment and removal
by the Board
The Chairperson
 
and the
 
Committee members
 
are appointed
 
pursuant to
 
section 4.3
 
of
the ORs,
 
and the
 
Board may
 
remove any
 
Committee member
 
or any
 
Chairperson at
 
any
time. Should a vacancy arise on any Committee, even if the minimum number of Commit-
tee
 
members
 
pursuant
 
to
 
section 2.1
 
of
 
this
 
Committees’ charter
 
is still
 
met,
 
the
 
Board
may appoint the
 
missing member from among
 
its members for the
 
remaining term of of-
fice.
26
Responsibilities and authorities
4
Delegation of responsibilities and authorities
4.1
In general
Pursuant to section 13.3 of the ORs, the Committees have
 
the responsibilities and author-
ities set out in the annexes to the ORs.
 
5
Audit Committee
5.1
In general
The function of the AC
 
is to support the
 
Board in fulfilling its oversight duty relating to
 
fi-
nancial
 
reporting
 
and
 
internal
 
controls
 
over
 
financial
 
reporting,
 
the
 
effectiveness
 
of
 
the
external and internal audit functions as well as of whistleblowing procedures.
Management is responsible for the preparation, presentation
 
and integrity of the financial
statements, while
 
the external
 
auditors are
 
responsible for
 
auditing financial
 
statements.
The AC’s responsibility is one of oversight and review.
5.2
Responsibilities and autho-
rities
The AC’s responsibilities
 
and authorities
 
are to:
 
(i)
Financial statements:
(a)
monitor the integrity of
 
the financial statements and
 
any announcements related
to
 
financial
 
performance, and
 
review
 
significant financial
 
reporting
 
judgements
contained in
 
them, before
 
recommending
 
their approval
 
to the Board;
(b)
advise the
 
Board on whether
 
the annual
 
report and
 
financial
 
statements,
 
taken as a
whole, are fair, balanced and understandable, and provide the information neces-
sary for shareholders to assess the company’s position and performance, business
model and strategy;
(c)
review the
 
organization
 
and completeness
 
of the financial-reporting
 
process includ-
ing UBS AG’s internal control
 
system and procedures
 
as they relate to the integrity
of the financial statements,
 
taking into account
 
the reports provided
 
by the EB, the
external auditors, IA, regulators or
 
other information as determined by
 
the Com-
mittee to
 
be appropriate;
 
(d)
review management’s
 
SOX 404 report in relation to internal
 
controls over financial
reporting;
 
(e)
review significant accounting
 
policies and practices,
 
and compliance with account-
ing standards;
 
and
(f)
review arrangements
 
for compliance with UBS AG’s
 
legal, regulatory and other
 
re-
quirements (including tax
 
matters) as
 
they relate
 
to
 
the integrity
 
of
 
the financial
statements
 
or financial
 
report;
(ii)
External audit:
(a)
oversee the relationship with
 
and assess the qualifications,
 
expertise, effectiveness,
independence and performance
 
of the external auditors and their lead audit part-
ner; support the Board in reaching
 
a decision in relation to the appointment,
 
reap-
pointment or dismissal of the
 
external auditors and the rotation of
 
the lead audit
partner;
 
(b)
approve the engagement
 
letter of the external
 
auditors, including
 
the scope of the
audit and the
 
fees and terms
 
for the planned
 
audit work;
(c)
oversee all
 
audit and permitted
 
non-audit services
 
provided by
 
the external
 
auditors
and establish
 
such policies
 
as the Committee
 
deems appropriate;
 
(d)
annually review the external auditors’
 
summary of adjusted and unadjusted differ-
ences; and
(e)
review the
 
regulatory
 
audit plan
 
and the results
 
of regulatory
 
audits;
27
(iii)
IA:
 
(a)
monitor and assess
 
the effectiveness,
 
independence and
 
performance
 
of the IA Ex-
ecutive UBS
 
AG and IA;
 
(b)
approve
 
IA’s
 
annual
 
audit
 
plan
 
and
 
objectives
 
including
 
subsequent
 
important
amendments;
(c)
monitor IA’s
 
discharge of
 
its annual audit
 
objectives;
 
and
(d)
order special audits
 
to be conducted
 
either by IA or by mandating
 
third parties and
review and approve such
 
request from other Board members, Committees or
 
the
President of
 
the EB;
(iv)
Whistleblowing
 
and investigations:
 
(a)
review the effectiveness of
 
the firm’s whistleblowing policies and procedures and
ensure that
 
appropriate
 
whistleblowing
 
mechanisms
 
are in place;
(b)
review on
 
a
 
quarterly basis
 
the levels
 
of
 
new and
 
pending whistleblowing cases
and reports
 
on complaints
 
made regarding
 
accounting,
 
auditing
 
or other matters;
(c)
review on a
 
quarterly basis
 
reports on
 
internal investigations;
 
and
(d)
conduct or direct
 
any investigation,
 
including the
 
retention of external
 
advisors and
consultants (at
 
UBS
 
AG’s expense),
 
as
 
it
 
considers necessary to
 
discharge its
 
re-
sponsibilities;
 
and
(v)
Human Resources:
 
(a)
annually provide
 
input on the
 
performance
 
of the CFO,
 
GC, CRO and
 
CCGO to the
President of
 
the EB; and
(b)
review and
 
make recommendations to
 
the
 
Board regarding
 
decisions relating
 
to
the hiring and
 
dismissal
 
of the CFO.
6
Compensation Committee
6.1
In general
The function of
 
the Compensation Committee is
 
to support
 
the Board
 
in its
 
duties to
 
set
guidelines on
 
compensation and benefits,
 
to oversee
 
implementation thereof, to
 
approve
certain compensation
 
and to scrutinize
 
executive
 
performance.
6.2
Responsibilities and autho-
rities
The Compensation
 
Committee’s
 
responsibilities
 
and authorities
 
are to:
(i)
Compensation
 
strategy and
 
principles:
(a)
periodically review the compensation
 
strategy and principles and propose any ma-
terial changes
 
to the Board
 
for approval;
 
and
(b)
evaluate the
 
effectiveness
 
of pay for
 
performance
 
results of
 
UBS AG;
 
(ii)
EB performance
 
targets and
 
objectives:
 
(a)
propose, upon proposal of the Chairman, financial and non-financial
 
performance
targets and
 
objectives
 
for the President
 
of the EB for
 
approval by
 
the Board;
(b)
review, upon proposal of the President of the EB, the
 
performance framework
 
for
the other EB
 
members;
 
and
(c)
inform the
 
Board of
 
the President
 
of the
 
EB's financial
 
and non-financial perfor-
mance targets and objectives,
 
as well as the performance framework
 
for the other
EB members;
 
(iii)
EB performance
 
assessments:
(a)
propose upon
 
proposal of the Chairman,
 
the President
 
of the EB's
 
performance
 
as-
sessment
 
for approval
 
by the Board;
(b)
propose upon proposal of the President of
 
the EB the performance
 
assessments
 
of
the other EB
 
members for
 
approval by
 
the Board; and
 
(c)
inform the Board
 
of the performance
 
assessments
 
of all EB members,
 
including the
President of
 
the EB;
(iv)
Compensation
 
framework
 
and plans:
(a)
approve
 
key
 
features
 
of
 
the
 
compensation framework
 
and
 
plans
 
for
 
the
 
non-
independent
 
Board members
 
and EB members;
 
(b)
be
 
informed of
 
key features
 
of the
 
compensation framework and
 
plans for
 
em-
ployees other
 
than EB members;
 
(c)
approve key terms of any new or amended compensation
 
plans or other compen-
sation arrangements with a
 
material financial, reputational or strategic
 
impact or
significant
 
use of UBS
 
Group AG shares;
(d)
be informed
 
of key terms
 
of any new or
 
amended pension
 
and benefit
 
plans with
 
a
material financial,
 
reputational
 
or strategic
 
impact;
(e)
approve the
 
share ownership
 
policy for
 
EB members;
 
and
(f)
propose, upon proposal of the Chairman, the remuneration/fee
 
framework for in-
dependent Board
 
members for
 
approval by
 
the Board.
 
28
(v)
Compensation governance:
(a)
approve key terms
 
for material individual variations to
 
standard employment and
termination agreements
 
for non-independent Board members
 
and, upon proposal
of the Chairman, for the
 
President of the EB and,
 
upon proposal of
 
the President
of the EB,
 
for other EB
 
members;
 
(b)
approve the engagement
 
of and fees for any
 
external advisors/consultants
 
retained
by the Compensation Committee; considering factors relevant to the advisors’ in-
dependence
 
from management;
(c)
approve material
 
public disclosures
 
on UBS AG
 
compensation
 
matters;
(d)
meet with the
 
RC annually to
 
ensure that the
 
compensation framework supports
appropriate risk
 
awareness and
 
management as
 
well
 
as
 
appropriate risk-taking;
and
(e)
be
 
informed
 
of
 
major
 
regulatory developments,
 
shareholder initiatives
 
and
 
best
practices
 
in executive
 
compensation;
 
(vi)
Other compensation
 
competences:
(a)
for
 
employees
 
within
 
UBS
 
AG,
 
approve
 
the
 
aggregated
 
and/or
 
total
 
individual
compensation
 
of
 
certain
 
employees
 
(including
 
independent
 
control
 
functions)
based on regulatory
 
requirements;
 
and
(b)
review business performance
 
and other variables that impact
 
annual variable com-
pensation;
 
and
(vii)
Other competences
 
related to specific
 
regulatory
 
requirements:
(a)
review and approve the
 
Remuneration Policy Statement to be submitted annually
to the PRA;
(b)
review and
 
approve as
 
appropriate any
 
information provided
 
to
 
UBS
 
AG
 
share-
holders with respect to the approval of the ratio between variable and fixed com-
pensation for
 
employees
 
in the European
 
Union; and
(c)
make recommendations as
 
appropriate where it
 
becomes aware
 
of any
 
event or
matter that would justify the operation of malus or clawback for UBS AG London
Branch staff
 
in accordance
 
with compensation
 
plan rules.
7
Risk Committee
7.1
In general
The function of the RC is to oversee and support the
Board in fulfilling its duty to supervise
and set an appropriate
 
risk management
 
and control
 
framework
 
in the areas
 
of:
 
(i)
financial and
 
non-financial
 
risks; and
(ii)
balance sheet,
 
treasury and
 
capital management,
 
including funding,
 
liquidity and
 
equity
attribution.
 
The RC considers
 
the potential
 
effects of
 
the aforementioned
 
risks on
 
UBS AG’s reputation.
7.2
Responsibilities and autho-
rities
The RC’s responsibilities
 
and authorities
 
are to:
(i)
Risk management
 
and control:
(a)
review and
 
propose to
 
the
 
Board the
 
guiding principles
 
and
 
framework for
 
risk
management and
 
control (including
 
risk appetite,
 
delegation of
 
risk authorities
 
and
major risk limits) relative to UBS AG’s operations, assess management’s respective
proposals and
 
recommend
 
any required
 
changes to
 
the Board;
 
(b)
review and
 
approve the
 
risk appetite (including objectives and
 
binding scenarios)
relative
 
to
 
UBS
 
AG’s
 
activities
 
and
 
risk
 
profiles,
 
including
 
allocation
 
of
 
respon-
sibilities
 
within the
 
risk management
 
and control
 
framework;
(c)
review and propose
 
to the
 
Board the risk,
 
capital, liquidity and funding, and
 
bal-
ance sheet
 
section of
 
the annual
 
report of UBS
 
AG;
(d)
periodically assess the
 
appropriateness of major
 
policies and
 
procedures adopted
by the EB relating
 
to the risk
 
management
 
and control
 
of significant
 
risks;
(e)
review and make recommendations to the Board based on proposals from the EB
in relation
 
to material
 
risk limits
 
and periodically review
 
allocations and authority
levels relating
 
to those limits.
 
Material risk
 
limits include
 
those relating
 
to portfolios,
concentrations, products, sectors or other categories relevant
 
to the
 
strategy, risk
profile and
 
risk capacity
 
of UBS AG
 
as approved
 
by the Board;
(f)
review
 
and
 
approve
 
the
 
principal characteristics of
 
UBS
 
AG’s
 
risk
 
measurement
framework (including changes thereto) used to identify, model, measure, monitor
and report risks;
(g)
monitor and oversee the
 
risk profile of
 
UBS AG
 
within the context
 
of the
 
Board-
determined
 
risk profile,
 
risk capacity
 
and limit structure;
(h)
systematically
 
review high-risk areas of UBS AG and assess the effectiveness
 
of the
steps taken
 
by the EB to
 
manage or
 
mitigate such
 
risks;
(i)
review
 
and
 
assess
 
the
 
asset
 
and
 
liability
 
management framework,
 
liquidity and
funding;
29
(j)
review regulatory framework reforms affecting
 
areas within the scope of the
 
RC’s
mandate and
 
recommend
 
any required
 
changes to
 
the Board;
(k)
consider UBS AG’s strategy to deal with anticipated
 
or existing high-level risks
 
and
assist the Board by reviewing and assessing
 
management’s proposals
 
in relation to
strategy;
 
(l)
review management’s assessments of
 
UBS AG’s
 
non-financial risk exposures
 
and
related risk-oriented
 
activity
 
plans;
(m)
periodically
 
review
 
material
 
communications (including
 
formal
 
assessments) be-
tween UBS AG
 
and its principal
 
regulators;
 
(n)
review projects
 
and remediation
 
activities (as
 
determined by the
 
RC) undertaken by
the management to address critical changes to the risk management/control
 
envi-
ronment; and
(o)
periodically meet with the Compensation Committee to ensure that the
 
compen-
sation framework appropriately reflects
 
risk awareness and management, and en-
sures appropriate
 
risk-taking;
 
(ii)
Risk reporting:
(a)
determine risk reporting requirements that allow for an
 
effective oversight by the
RC and communicate changes to report owners if
 
reporting requirements are not
met or change;
 
(b)
review risk reports, including reports from management that assess the
 
likelihood
of
 
risks
 
materializing, the
 
monitoring of
 
emerging trends
 
via
 
forecasts or
 
stress
tests, the adequacy and appropriateness of the internal controls to manage those
risks and that contain
 
agreed measures to
 
reduce risks or deal with
 
specific risk sit-
uations including
 
stress situations;
 
and
(c)
receive periodic
 
updates on limitations
 
that prevent
 
full risk data
 
aggregation in
 
the
risk reports;
 
and
(iii)
Human Resources:
(a)
annually provide
 
input on the
 
performance
 
of the CRO,
 
CFO, GC and CCGO
 
to the
President of
 
the EB; and
(b)
review and
 
make recommendations to
 
the
 
Board regarding
 
decisions relating
 
to
the hiring and
 
dismissal
 
of the CRO
 
and the CCGO.
8
Further responsibilities
 
and authorities
8.1
Further responsibilities
 
and authorities
The Board may
 
entrust further
 
powers and
 
duties to the
 
Committees
 
by Board resolution.
9
Delegation to a member or subcommittee
9.1
Further delegation by
 
the Committees
Each Committee may delegate some of its tasks to one of its members or to a subcommit-
tee comprised of
 
two or
 
more of
 
its members. Such
 
delegations shall be
 
recorded in
 
the
Committee’s
 
minutes and
 
the Chairman
 
must be informed.
10
Information rights
10.1
Committees
In accordance with the
 
procedure set out in
 
section 8.4 of
 
the ORs, each
 
Committee may
request any relevant information or
 
special reports from any
 
EB member or
 
IA on
 
matters
relating to
 
its respective
 
responsibilities
 
set out in
 
this Committees’
 
charter.
10.2
Committee members
For the information
 
rights of
 
each Board member,
 
see section
 
8 of the ORs.
11
Meeting with third parties
11.1
Meeting with third parties
The Committees may,
 
in performing their duties,
 
take advice from and meet
 
as a body with
third parties. In
 
consultation with the President of
 
the EB,
 
they may meet
 
with regulators.
The Chairperson
 
shall inform
 
the Chairman
 
accordingly.
30
Meetings and resolutions of the Committees
12
Meetings
12.1
Number of meetings
Each Committee meets
 
as often as
 
its business requires,
 
but at least
 
four times a
 
year for
the AC, the Compensation Committee and the RC.
 
The AC and RC hold at least four joint meetings a year.
The Compensation Committee and RC periodically hold joint meetings.
12.2
Request, invitation,
 
agenda, notice period,
 
chair and format
Committee meetings, including joint meetings, are called and
 
held in compliance with the
rules set out in the
 
ORs (sections 6.2 to 6.5
 
and 6.7 of the ORs
 
to be applied mutatis
 
mu-
tandis).
12.3
Presence of third parties
 
at Committee meetings
Each Chairperson
 
may, on
 
their own motion
 
or upon
 
request of
 
any Committee
 
member
or the Chairman, invite EB members, as well as other persons, to attend Committee meet-
ings. The President of the EB will be informed accordingly.
12.4
Special rules for the AC
The AC holds Committee meetings:
(i)
normally with the participation of
 
the IA Executive UBS AG,
 
representatives of the ex-
ternal
 
auditors,
 
the
 
President
 
of
 
the
 
EB,
 
the
 
CFO
 
and
 
the
 
Controller
 
and
 
Chief
 
Ac-
counting Officer; and
(ii)
periodically, only with the participation of the IA Executive
 
UBS AG, the external audi-
tors,
 
or
 
with
 
members
 
of
 
management,
 
or
 
a
 
combination
 
of
 
any
 
of
 
the
 
aforemen-
tioned.
12.5
Special rules for the RC
Generally, the President of the EB, the CFO, the CRO, the
 
GC, the CCGO, the IA Executive
UBS AG
 
and representatives
 
of the
 
external auditors
 
participate (to
 
the extent
 
necessary)
in each meeting of the RC. The invitation of other persons is at the discretion of the RC.
12.6
Resolutions
Resolutions
 
are
 
passed
 
by
 
an
 
absolute
 
majority
 
of
 
the
 
Committee
 
members
 
present;
 
in
case of a
 
tie, the decision
 
is passed on
 
to the Board
 
and decided in
 
accordance with
 
sec-
tion 7.2 of the
 
ORs. Sections 7.2 to 7.4
 
of the ORs apply
 
mutatis mutandis with regard to
circular resolutions.
 
12.7
Minutes
The minutes
 
of Committee
 
meetings, including
 
joint meetings,
 
must fulfill
 
the conditions
set out in sections 6.8, 6.9 and 7.5 of the ORs and be distributed to the Chairman.
 
13
Resolutions and information rights
13.1
Resolutions and informati-
on rights
Sections
 
7,
 
8.2,
 
8.3
 
and
 
8.4 of
 
the
 
ORs apply
 
mutatis
 
mutandis to
 
the decision-making
process and the information rights of the Committees and the Committee members.
31
Reporting
14
Regular reporting
14.1
In general
Each Chairperson ensures
 
that the Chairman and
 
the Board are
 
kept informed in a
 
timely
and appropriate manner. Each Chairperson (either personally or through another Commit-
tee member) regularly reports to the
 
Board at the Board meetings on
 
the current activities
of their Committee and on important Committee issues,
 
including all matters falling with-
in the duties and responsibilities of the Board, namely:
 
(i)
proposals for resolutions to be considered, or other action to be taken by the Board;
(ii)
resolutions
 
and
 
decisions
 
made
 
by
 
the
 
Committee
 
and
 
the
 
material
 
considerations
that led to such resolutions and decisions; and
(iii)
activities and important findings of the Committee.
14.2
Submitting of proposals
and recommendations
Each Chairperson submits, in writing, the
 
proposals and resolutions mentioned in sections
14.1(i)
 
and
 
(ii)
 
of
 
this
 
annex
 
to
 
the
 
Board
 
unless
 
such
 
proposals
 
are
 
contained
 
in
 
the
Committee minutes; the remaining reporting is generally done orally.
14.3
Annual reporting of
 
the Committees
Each
 
Committee
 
annually
 
submits
 
a
 
report
 
to
 
the
 
Board,
 
detailing
 
the
 
activities
 
of
 
the
Committee during the previous twelve months.
15
Special reporting
15.1
AC
Following the completion of
 
the audit and the
 
annual financial statements, the
 
AC
Chair-
person submits annually to the Chairman, for the attention of the Board:
(i)
the AC’s
 
assessment of
 
the qualification,
 
independence and
 
performance of
 
the ex-
ternal auditors;
(ii)
the AC’s
 
assessment of
 
the design
 
of UBS
 
AG’s internal
 
control system
 
for financial
reporting and the coordination and
 
interaction between IA and the
 
external auditors;
and
(iii)
a recommendation regarding the audited
 
financial statements in UBS AG’s annual
 
re-
port.
 
exhibit102p32i0
 
32
Special provisions
16
Confidentiality
16.1
Special rule
The
 
deliberations
 
of
 
the
 
Compensation
 
Committee are
 
handled
 
with
 
the
 
utmost
 
discre-
tion and are
 
to be communicated
 
outside of the
 
Committee only to
 
the extent permitted
by the Chairperson. The Chairman is
 
exempted with regard to the confidentiality
 
of delib-
erations.
17
Self-assessment and adequacy review
17.1
Self-assessment and ade-
quacy review
Each Committee
 
reviews the
 
adequacy of
 
its charter
 
at regular
 
intervals, but
 
at least
 
an-
nually, and
 
recommends to
 
the Board
 
any changes
 
considered to
 
be necessary
 
or appro-
priate. For the self-assessment, section 9 of the ORs is to be applied mutatis mutandis.
UBS AG
P.O.
 
Box, CH-8098 Zurich
P.O.
 
Box, CH-4002 Basel
www.ubs.com