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Corporate governance
Corporate governance structure
UBS operates under a strict dualboard structure: the Board of Directors (BoD) and the Group Executive Board (GEB). The BoD is the most senior body and ultimately responsible for the firm’s strategy and the supervision of its executive management. The CVs of the BoD members are available at www.ubs.com/boards.
Changes in 2008
New corporate governance guidelines were implemented to clearly reinforce the roles and responsibilities of the boards and BoD committees.
The position of senior independent director was created to facilitate direct communication between shareholders and the BoD, as well as between BoD members and their Chairman.
The term of office for BoD members was reduced to one year, effective for all elections and re-elections held from 2008 onwards.
Shareholders participation
The following items were approved at extraordinary general meetings in February and November 2008: creation of a maximum of CHF 10,370,000 in authorized capital, allowing the distribution of a stock dividend (for the year 2007), and the creation of conditional share capital for the issuance of mandatory convertible notes (MCNs) in the amount of CHF 13 billion to two financial investors and in the amount of CHF 6 billion to the Swiss Confederation.
Executive compensation
Compensation for 2008 included no incentive awards or discretionary stock options granted to the Chairman and executive members of the BoD nor to the members of the GEB, due to UBS’s negative financial performance in 2008.
New compensation principles were developed in 2008, following a review of the principles for senior executive compensation. Effective from 2009 onwards, these principles will align compensation with the creation of sustainable shareholder returns through measured risk taking; promote a performance- driven culture with a long-term view to results and shareholder interests; and support the firm’s focused business strategy.
Annual general meeting 2009 (AGM)
Shareholders will be invited to participate in a non-binding advisory vote on the guiding principles for senior executive compensation at the AGM in April.
As announced on 4 March 2009, Peter Kurer has decided not to stand for re- election at the AGM. The UBS BoD is nominating Kaspar Villiger as a candidate for the role of Chairman.
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| UBS has restated its annual report for 2008 on May 20, 2009, including the financial statements and other information. | | | | | |
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