UBS establishes new Corporate Governance and calls an Extraordinary General Meeting to elect four new members to the Board of Directors
New Corporate Governance guidelines to come in to force immediately
Stephan Haeringer, Rolf Meyer, Peter Spuhler and Lawrence Weinbach to resign in October 2008
Extraordinary General Meeting (EGM) scheduled for 2 October 2008
Nominations of the new Board members to be announced in good time before the EGM
Sergio Marchionne to become Senior Independent Director and to continue as non-executive Vice Chairman
The Board of Directors of UBS is implementing the first measures in its program to restore UBS to its premier position among global banks, as announced at the Annual General Meeting of 23 April 2008.
The Governance and Nominating Committee has completed the overhaul of the Corporate Governance of the bank, and has issued new organization regulations which are effective immediately. The main elements of the Corporate Governance entail a clear separation of the roles and responsibilities between the Board of Directors and Executive Management and a strengthening of the oversight role of the Board through the operation of its Committees.
"Bringing UBS back to its leading position was the number one priority I committed to at the Annual General Meeting of 23 April 2008" said Chairman Peter Kurer. "We have made a big step forward with the clear separation of the duties between the Board and Executive Management and the abolition of the Chairman's Office. Thanks to the Governance and Nominating Committee, much has been achieved in a very short time and I am pleased with our progress. We have the foundations for the energetic and rigorous execution of our mandate."
Four members of the Board of Directors have decided to resign their positions. As a result, an Extraordinary General Meeting will be held on 2 October 2008 to elect four new members. The proposed new members will be announced within the required timelines before the EGM. Sergio Marchionne is appointed Senior Independent Director and continues as the Company's non-executive Vice Chairman.
The Board and its Strategy Committee are continuing their review of the strategic positioning of the bank and of its businesses.
New UBS Corporate Governance
With the announcement and the publication of the new organization regulations on the company's website today, the new UBS Corporate Governance becomes formally operational. The new model clarifies the separation of responsibilities between the Board and the Executive Management. The Board of Directors will have a clear strategy setting responsibility, and it will supervise and monitor the business. The CEO and the Group Executive Board will be fully responsible for the executive management of the bank. The duties and responsibilities of the former Chairman's office are now allocated to a greater number of committees of the Board, including new Risk and Strategy Committees. The remits of the Governance and Nominating Committee and the Human Resources and Compensation Committee have been expanded.
The changes are based on a thorough review of international best practices in Corporate Governance, which include the establishment of the position of a Senior Independent Director. This role will be assumed by Sergio Marchionne who will continue to be the bank's non-executive Vice Chairman. Role profiles and expectations have been clearly defined for the positions of Chairman, Vice Chairman, Senior Independent Director and Board members, including clear specification of the mandate and scope of operation of all Board Committees. It is expected that the bank will not require a full time Executive Vice Chairman.
The new Corporate Governance guidelines are published on the Company's website. In overhauling this structure, the Board, through its Governance and Nominating Committee, has been advised by Rothschild as well as the Swiss law firm Bär & Karrer as independent advisors.
"The Governance and Nominating Committee was fully committed to renewing UBS's Corporate Governance", says Gabrielle Kaufmann-Kohler, Chairperson of the Committee. "We were able to elicit contributions and reviews from all members of the Board, and we are confident that the measures introduced today represent a significant step forward in reflecting international best practices in the governance regime of the bank."
Resignation and nomination of four Board members
Stephan Haeringer, Rolf Meyer, Peter Spuhler and Lawrence Weinbach have tendered their resignation effective at the EGM of 2 October 2008.
"I thank the departing Board members for their excellent work and dedication to our institution over a number of years", said Chairman Peter Kurer. "All of them have contributed substantially in their respective functions to the development of our bank and have provided key support in redesigning our Corporate Governance."
The Governance and Nominating Committee has, shortly after the AGM of 23 April 2008, initiated a comprehensive search process and is now in the phase of narrowing the list of potential candidates for the Board. In order to replace the skills offered by the departing members, the majority of the candidates will have substantial banking, finance and risk backgrounds.
Extraordinary General Meeting scheduled for 2 October 2008
The UBS Board of Directors intends to call an Extraordinary General Meeting of its shareholders (EGM) to be held on 2 October 2008 to elect the new Board members. The Board and its Strategy Committee should also be in a position then to update the shareholders on the findings of the strategic review of the Bank and of its businesses.