Corporate governance

Key features

Strict dual board structure:

The Board of Directors (BoD) is the most senior body in the firm, with ultimate responsibility for its mid- and long-term strategic direction and supervision of executive management. The majority of its members are independent.

The Group Executive Board (GEB) has business management responsibility for UBS. Its members account to the BoD for the firm's results.

Separation of powers is achieved by limiting membership to one board and assigning the functions of Chairman of the BoD and Group Chief Executive Officer to different people.

Shareholder participation rights:

No restrictions on share ownership and voting rights.

Shareholders (individually or jointly) representing shares with an aggregate par value of CHF 62,500 can submit proposals for the agendas of shareholders' meetings.

Recent developments

Extraordinary general meeting on 27 February 2008 approved capital strengthening program:

Creation of conditional capital to issue CHF 13 billion of mandatory convertible notes to financial investors.

Creation of authorized capital of maximum CHF 10.4 million to replace cash dividend with stock dividend.

Compensation in 2007

67% decrease in total senior executive compensation. This reflects the losses occurred on specific trading positions in 2007, which led to an overall net loss for the Group as a whole, but also the strong performance in UBS's client-driven businesses.

No stock options were awarded to senior executives for the 2007 performance year.

No incentive award was granted to executive members of the BoD as their incentive award is dependent on overall Group financial performance.