Corporate governance

The corporate governance principles of UBS are designed to lead the firm towards sustainable growth and protect the interests of its shareholders, as well as to create value for shareholders and stakeholders. UBS uses the term "corporate governance" to refer to the organizational structure and operational practices of its leadership and management.

UBS is subject to, and fully complies with, the following regulatory requirements regarding corporate governance: the SIX Swiss Exchange's (SIX) "Directive on Information Relating to Corporate Governance";the Swiss Code of Obligations (CO) articles 663b bis and 663c (paragraph three) regarding transparency of compensation paid to members of the Board of Directors (BoD) and senior management; and the standards established in the Swiss Code of Best Practice for ­Corporate Governance, including the appendix on executive compensation.

In addition, as UBS is listed on the New York Stock Exchange (NYSE) as a foreign listed company, the firm must meet all corporate governance standards applicable to foreign listed companies. UBS meets these standards, and additionally complies with the majority of NYSE standards for US domestic issuers.

This section of UBS's annual report provides the information required by the following regulatory requirements:

- The SIX "Directive on Information Relating to Cor­porate Governance", with regard to: Group structure and shareholders; capital structure; BoD; Group Ex­ecutive Board (GEB); compensation, shareholdings and loans; shareholders' participation rights; change of control and defense measures; auditors and information policy.

- Articles 663b ^bis and 663c (paragraph three) of the CO "Supplementary disclosures for companies whose shares are listed on a stock exchange: compensations and participations", with regard to share and option ownership and loans.

- The NYSE "Corporate Governance Listing Standards" with regard to foreign listed companies, independence of directors, BoD committees and differences from the NYSE standards applicable to US domestic issuers.

In addition to the regulatory requirements mentioned above, this section of the report also summarizes the regulatory and supervisory environment of UBS in its principal locations, and provides a list of all members of UBS's senior leadership, including the vice chairmen of the business divisions. Updates have been made to the sections discussing the BoD, GEB and compensation, shareholdings and loans. These updates follow an overhaul of the "Organization Regulations of UBS AG" ("organization regulations"), which was conducted by the BoD following the annual general meeting, and the findings of the review of the executive governance structure conducted in late 2008.

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