Board of Directors

In accordance with the new article 19 (paragraph one) of the “Articles of Association of UBS AG” approved at the 23 April 2008 AGM, all BoD members are to be elected on an individual basis for a one-year term of office. As a result, by 2010 at the latest, shareholders must confirm the entire membership of the BoD on a yearly basis at the AGM.

BoD members are normally expected to serve for a minimum of three years. No BoD member can continue to serve beyond the AGM held in the calendar year following his or her sixty-fifth birthday. The BoD may, in exceptional circumstances, propose to the AGM that a BoD member be reelected despite having reached this age limit. However, no BoD member may hold office beyond the age of 70.

Following each AGM, the BoD meets to elect or appoint its Chairman, one or more vice chairmen, the senior independent director and the members and chairs of its committees. The BoD appoints a company secretary who acts as secretary to the BoD and its committees.

There were significant changes to the organizational structure of the BoD in 2008, including the dissolution of the Chairman’s Office as of 1 July 2008, which was composed of the Chairman and the vice chairman / vice chairmen. The duties and responsibilities of the former Chairman’s Office were allocated to a number of BoD committees, including the new risk committee and the new strategy committee. In addition, the duties and responsibilities of the governance and nominating committee (formerly the nominating committee) and the human resources and compensation committee (formerly the compensation committee) have been expanded. The duties and responsibilities of the committees of the BoD are described below. Moreover, the position of a senior independent director has been established and is currently held by Sergio Marchionne, in addition to his role as the firm’s vice chairman.

According to the Articles of Association, the BoD meets as often as business requires, but at least six times a year. A total of 47 meetings were held in 2008, of which 17 included Group Executive Board (GEB) members, 26 were without GEB participation, and four were independent BoD meetings held without the presence of its Chairman. On average, 91% of BoD members were present at BoD meetings and 83% at the BoD meetings without GEB participation.

Each committee chair provides the BoD with regular updates on the current activities of his or her committee and on important committee issues.

At least once per year, the BoD reviews its own performance as well as the performance of each of its committees. This review is based on an assessment conducted by the governance and nominating committee and seeks to determine whether the BoD and its committees are functioning effectively and efficiently.