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 to be followed by domestic companies.
Responsibility of the Audit Committee for appointment, compensation, retention and oversight of the independent auditors
The Audit Committee (AC) has been assigned all the abovementioned responsibilities, except for appointment of the independent auditors, who are elected by the shareholders as per Swiss company law. The AC assesses the performance and qualification of the external auditors and submits its proposal for appointment, reappointment or removal to the full Board of Directors (BoD), which brings its proposal to the shareholders for vote at the Annual General Meeting of Shareholders (AGM).
Discussion of risk assessment and risk management policies by the Risk Committee
In accordance with our Organization Regulations, the Risk Committee (RC) has the authority to define our risk principles and risk capacity. The RC is responsible for monitoring our adherence to those risk principles and for monitoring whether business divisions and control units run appropriate systems for risk management and control.
Supervision of the internal audit function
The Chairman of the BoD, the RC and the AC share responsibility for and authority to supervise the internal audit function.
Responsibility of the Human Resources and Compensation Committee for oversight of management and evaluation by the Board of Directors
Performance evaluations of our senior management, comprising the Group Chief Executive Officer and the Group Executive Board members, are completed by the Chairman and the Human Resources and Compensation Committee, and reported to the full BoD.
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, with preparation by the Governance and Nominating Committee. All BoD committees perform a self-assessment of their activities and report back to the full BoD.
Proxy statement reports of the Audit and Human Resources and Compensation Committees
Under Swiss company law, all reports addressed to shareholders are provided and signed by the full BoD, which has ultimate responsibility vis-à-vis shareholders. The Committees submit their reports to the full BoD.
Shareholders' votes on Equity Compensation Plans
Swiss company law authorizes the BoD to approve compensation plans. Though Swiss law does not allocate such authority to the AGM, it requires that Swiss companies determine the nature and components of capital in their articles of association, and each increase in capital is required to be submitted for shareholder approval. This means that, if equity-based compensation plans result in a need for a capital increase, AGM approval is mandatory. If, however, shares for such plans are purchased in the market, shareholders do not have approval authority.