A. Proposal
4.1. Election of a new member of the Board of Directors
The Board of Directors proposes that Ernesto Bertarelli, CEO of Serono International SA, be elected as a new member of the Board, for a four-year term of office.
4.2. Election of Group and Parent Company Auditors
The Board of Directors proposes that Ernst & Young Ltd., Basel, be re-elected as Group and Parent Company Auditors for a one-year term of office.
B. Explanations
4.1.
Markus Kündig, non-executive Vice Chairman since 1998, steps down from the Board after the AGM as he has reached the statutory age of retirement. Eric Honegger, Board member since 1999, resigned from his mandate in October 2001.
The Board of Directors proposes the following election of a new Board member:
Ernesto Bertarelli (1965), a Swiss citizen, has been the Chief Executive Officer and the Chairman of the Executive Committee of Serono SA since 1996. He has been the Vice Chairman of the Board of Directors since 1991. Mr. Bertarelli started his career with Serono in 1985 and held several positions in sales and marketing. Prior to his appointment as CEO, he served for five years as Deputy CEO. Mr. Bertarelli received his Bachelor of Science degree from Babson College in Boston, Massachusetts, and his MBA from Harvard Business School.
4.2.
The Board of Directors proposes that Ernst & Young Ltd. be re-elected for a further year in office as Group and Parent Company Auditors. Ernst & Young have confirmed to the Audit Committee of the UBS Board of Directors that it possesses the level of independence required to take on this role and that it satisfies the requirements in terms of independence imposed by the US Securities and Exchange Commission (SEC). The Audit Committee reviewed the non-audit services performed for UBS AG by Ernst & Young and confirms that the auditors’ independence was not compromised by these mandates.
