Item 5: Elections
5.1 Re-election of Board members
The Board of Directors proposes that the following members of the Board be re-elected for a three-year term of office:
5.1.1. Peter Böckli
5.1.2. Johannes A. de Gier
5.1.3. Rolf A. Meyer
The term of office of Peter Böckli, Johannes A. de Gier and Rolf A. Meyer expires at the 2003 AGM. All three gentlemen are prepared to stand for re-election:
Peter Böckli (1936) has been a member of the Board since the merger in 1998, after having served on the Board of Swiss Bank Corporation since 1985. He is non-executive, independent Vice Chairman of the Board and chairman of its Nominating Committee. Professor Böckli is a partner in the law office Böckli Bodmer&Partners in Basel and a Swiss citizen.
Johannes A. de Gier (1944) has been on the Board since 2001 and was one of the Executive Vice Chairmen until recently. After having taken responsibility as Chairman of the newly established holding company within the UBS Group, in which the five Private Label Banks and GAM, UBS' specialist asset management firm, are being integrated, he stepped down as Vice Chairman in February, but is prepared to stand for re-election as Board member. Johannes A. de Gier is a Dutch citizen.
Rolf A. Meyer (1943) has been a member of the Board since the merger in 1998, after having been a member of the Board of Union Bank of Switzerland since 1992. He is the chairman of the Compensation Committee and a member of the Audit Committee of the Board. Rolf A. Meyer holds a number of international Board mandates. He is a Swiss citizen.
5.2. Re-election of Group and Statutory Auditors
The Board of Directors proposes to re-elect Ernst&Young Ltd., Basel, for a one-year term of office as Group and Statutory Auditors.
Ernst&Young Ltd., Basel, upon proposal from the Audit Committee to the Board, is proposed for re-election for a further year in office as Group and Statutory Auditors. Ernst&Young have confirmed to the Audit Committee that it possesses the level of independence required to take on this role and that it satisfies the requirements in terms of independence imposed by the US Securities and Exchange Commission (SEC). Ernst&Young have been in charge of the UBS audit since the merger in 1998. The "Handbook 2002 / 2003" provides additional information on Ernst&Young's independence and the fees paid, as well as on the lead audit partners in charge.
5.3. Re-election of Special Auditors
The Board of Directors proposes to re-elect Deloitte&Touche AG, Basel, for a three-year term of office as Special Auditors.
Deloitte&Touche AG, Basel, upon proposal from the Audit Committee to the Board, is proposed for re-election for a further three-year term of office as Special Auditors. Special Auditors have to be appointed according to article 31 paragraph 3 of the Articles of Association for providing opinions legally required in the context of capital increases. The SEC prohibits, for reasons of independence, that the principal auditors provide such opinions.