As a foreign company with shares listed on the NYSE, we are in compliance with all relevant corporate governance standards applicable to foreign listed companies.
Differences from corporate governance standards relevant to US-listed companies
According to the NYSE listing standards on corporate governance, foreign private issuers are required to disclose any significant ways in which their corporate governance practices differ from those required to be followed by domestic companies.
Performance evaluation of the BoD committees
All BoD committees perform a self-assessment of their activities and report back to the full BoD.
Responsibility of the Audit Committee with regard to independent auditors
The Audit Committee is responsible for the compensation, retention and oversight of the independent auditors, but not for their appointment. It assesses the performance and qualification of the external auditors and submits its proposal for appointment, reappointment or removal of the independent auditors to the full BoD. In line with the Swiss Code of Obligations, the BoD in turn brings its proposal to the shareholders for their vote at the Annual General Meeting (AGM).
Discussion of risk assessment and risk management policies by the Risk Committee
In accordance with our Organization Regulations, the Risk Committee, on behalf of the BoD, oversees our risk principles and risk capacity. The Risk Committee is responsible for monitoring our adherence to those risk principles and for monitoring whether business divisions and control units maintain appropriate systems of risk management and control.
Supervision of the internal audit function
The Chairman of the BoD (Chairman) and the Audit Committee share the supervisory responsibility and authority with respect to the internal audit function.
Responsibility of the Compensation Committee for performance evaluations of senior management
The Compensation Committee (formerly Human Resources and Compensation Committee), together with the BoD, proposes for shareholder approval at the AGM the maximum aggregate amount of compensation for the BoD, the maximum aggregate amount of fixed compensation for the Group Executive Board (GEB) and the aggregate amount of variable compensation for the GEB. In line with Swiss law, the shareholders elect the members of the Compensation Committee at the AGM.
Responsibility of the Governance and Nominating Committee for the evaluation of the Board of Directors
The BoD has direct responsibility and authority to evaluate its own performance, based on a pre-evaluation by the Governance and Nominating Committee.
Proxy statement reports of the Audit Committee and the Compensation Committee
NYSE listing standards would require the aforementioned committees to submit their reports directly to shareholders. However, under Swiss law, all our reports addressed to shareholders, including those from the aforementioned committees, are provided and approved by the BoD, which has ultimate responsibility vis-à-vis the shareholders.
Shareholders' votes on Equity Compensation Plans
Swiss law authorizes the BoD to approve compensation plans. Though Swiss law does not allocate such authority to shareholders, it requires that Swiss companies determine the nature and components of capital in their articles of association, and each increase in capital has to be submitted for shareholder approval. This means that shareholder approval is mandatory if equitybased compensation plans require an increase in capital. No shareholder approval is required if shares for such plans are purchased in the market.