Board Committee Charters

Transcription

1 Charter Released by the Bard f Directrs f Snva Hlding AG n June 17, Audit Cmmittee ( AC ) Charter Art. 1: Purpse The Audit Cmmittee ( AC ) reviews n behalf f the Bard the wrk and effectiveness f the external and the internal audit, evaluates the financial cntrl, the financial structure, the risk management and cmpliance mechanisms f the Cmpany and reviews the interim and annual financial accunts f the Cmpany. Art. 2: Appintment and Cmpsitin The members and the Chairman f the AC are appinted by the Bard. The Cmmittee cnsists f at least three members. All members are independent Bard members (see Organizatinal Regulatins, OrgR) wh are, in the pinin f the Bard, free frm any relatinship that wuld interfere with the exercise f independent judgment as a member f the AC. The majrity, including the Chairman f the AC, shuld be financially literate. The Secretary shall be the secretary f the AC. Art. 3: Meetings The AC meets regularly, at least fur times per year. The Chairman f the AC may invite ther persns t attend the meetings; as a rule, the Chairman, the CEO, the CFO and the Head f Internal Audit, Risk & Cmpliance shuld attend. At least nce a year, the AC meets with the Head f Internal Audit, Risk & Cmpliance and the audit partner in charge f the External Audit, withut ther representatives f the Cmpany present. Art. 4: Reprting The AC reprts n its activities and findings t the Bard. The verall respnsibility fr the duties delegated t the AC remains with the Bard. Snva Hlding AG Bard Cmmittee Charters 1/7

2 Art. 5: Reprting Line The Head f Internal Audit, Risk & Cmpliance reprts t the Chairman f the AC (see OrgR). Art. 6: Duties and Authrities A. External Audit Regarding the external audit: t recmmend the nminatin f the external auditr t the Bard, t apprve the fees f the external auditr fr the external audit f the published accunts, t evaluate and cnfirm the independence f the external auditr. Fr this, it receives a reprt frm the external auditr n the ther services rendered t the Cmpany utside the audit f the published accunts, t review the reprt f the external auditr n the annual financial statements and the management letters issued in this respect, t cnduct a separate meeting with the external auditrs withut cmpany management, t review any ther reprts f the external auditr n financial statements, particularly where such an audit reprt is required in the cntext f capital market transactin, and t frm an impressin f the mutual cperatin between External and Internal audit. B. Internal Audit Regarding the Internal Audit (see als OrgR): t recmmend the appintment f the Head f Internal Audit, Risk & Cmpliance t apprve the Snva Internal Audit, Risk & Cmpliance Charter, t apprve the annual wrk plan and the budget f Internal Audit, including any changes theref t entrust Internal Audit with specific mandates, t review the reprts f the Internal Audit, t review whether management actins in respnse t significant audit findings have been implemented, and t mnitr the perfrmance f Internal Audit. C. Risk Management Regarding the risk management prcess: t define the principles fr the Grup Risk Management and t prpse them t the Bard, t review n behalf f the Bard the prcess established t identify the significant business expsures and risks, t give guidance and directin n the annual risk assessment, t review whether the identified expsures and risks are adequately reflected (r disclsed) in the published financial statements, t review the annual Risk Reprt and t make recmmendatins t the Bard, t review whether the identified expsures and risks receive adequate audit cverage, t review whether the identified expsures and risks receive adequate insurance cverage, mnitring r ther mitigating measures, and t review legal cntrls, including infrmatin abut majr pending lawsuits and lawsuits t be expected. 2/7

3 D. Cmpliance Management Regarding cmpliance with rules and regulatins: t review Snva s cmpliance with laws and regulatins, the Cde f Cnduct and respective Grup plicies as well as majr legislative and regulatry develpments that may have a significant impact n the Grup, t apprve the scpe and cntent f the Grup Cmpliance Prgram, t review the regular Cmpliance Reprts and t make recmmendatins t the Bard, t versee the Internal Cntrl System (ICS) including apprval f the ICS methdlgy and review f deficiencies, t be peridically infrmed abut gvernance, legal, tax and regulatry matters with ptentially significant impact, and t establish prcedures fr the receipt, retentin and treatment f cmplaints received thrugh the cmpliance htline and t receive summary whistle blwer reprts. E. Financial Statements Regarding the interim and annual published financial statements: t review the published interim and annual financial statements, fcusing particularly n cmpliance with accunting standards, majr judgment areas, changes in accunting plicies, and ther issues brught t the attentin f the AC by the external auditr, the CFO r thers. F. Financial Reprting Regarding the adequacy f the financial reprting prcess: t review regulatins f filings with stck exchange regulatrs and t receive infrmatin abut financial accunting and reprting matters, t review the apprpriateness f changes in accunting principles and the crrect adptin f new accunting standards, t review peridically the integrity f the Grup s financial reprting prcesses, bth internal and external, t cnsider the external auditr s judgment abut the quality and apprpriateness f the Grup s accunting principles as applied in its financial reprting, particularly the degree f aggressiveness r cnservatism f the accunting principles and underlying estimates applied, and t review significant financial reprting issues. G. Financing and CapitalStructure Regarding financing and capital structure: t review peridically significant financial plicies and the Grup's capital structure, fcusing particularly n treasury and cash management (including changes in stck f treasury shares), currency expsure, pensin plan management, in particular t review in detail the pensin plan f the Swiss Grup Cmpanies f Snva Hlding AG, and 3/7

4 tax planning. H. CFO appraisal Regarding the perfrmance appraisal f the CFO: t prvide input t the CEO fr the appraisal f the CFO. I. Cmmittee Effectiveness Regarding the Cmmittee s effectiveness: t investigate any activity necessary t perfrm its defined duties; it is authrized t seek any infrmatin it requires frm any emplyee and all emplyees are directed t c-perate with any request made by the AC, t btain utside legal r independent prfessinal advice and t secure the attendance f utsiders with relevant experience and expertise if it cnsiders this necessary, and t perfrm any ther respnsibilities delegated t the AC by the Bard. The current allcatin f the specific tpics t the meeting schedule is set ut in a separate schedule which can be revised by the Chairman f the AC at any time. Art. 7: CEO/CFO Reprt t the AC Once a year, befre apprval f the annual accunts, the CEO and the CFO prepare a reprt t the AC stating their evaluatin f the effectiveness f internal cntrl mechanisms and the true and fair view f the financial statements. Art. 8: Annual Review, Amendments Annually, the AC reviews the adequacy f this charter, its wrk plan and the pririties t be set fr the fllwing year. Amendments f this Charter are determined by the Bard upn recmmendatin f the AC. 4/7

5 Nminatin and Cmpensatin Cmmittee ( NCC ) Charter Art. 1: Purpse The Nminatin and Cmpensatin Cmmittee ( NCC ) supprts the missin f the Bard t attract, retain and mtivate persns with utstanding prfessinal and human capabilities n the level f the Bard and the tp management. The Cmmittee evaluates and nminates candidates as assigned by the Bard, reviews the cmpensatin plicy and emplyment arrangements and supprts the Bard in preparing the prpsals f the Bard t the Sharehlders' Meeting regarding the cmpensatin f the Bard and f the MB and in all imprtant persnnel related matters. Art. 2: Appintment and Cmpsitin The members f the NCC are elected by the Sharehlders' Meeting. The Chairman f the NCC is appinted by the Bard. The Cmmittee cnsists f three members f the Bard. If there are vacancies n the Cmmittee, the Bard may appint the missing members frm amng its members fr the remaining term f ffice. The Secretary shall be the secretary f the NCC. Art. 3: Meetings The NCC meets regularly, at least three times per year. The Chairman f the NCC may invite ther persns t attend the meetings. As a rule, fr matters invlving members f the tp management r ther Cmpany emplyees, the CEO shuld attend. Art. 4: Reprting The NCC reprts n its activities, findings and prpsals t the Bard. The verall respnsibility fr the duties delegated t the NCC remains with the Bard. Art. 5: Duties and Authrities a) Regarding appintments and remvals: fllwing the annual self-assessment f the Bard, the Bard may assign the NCC t take apprpriate actin, and t crdinate the prcess f nminating candidates fr the Bard as required by the Bard. b) Regarding remuneratin and emplyment: t peridically initiate studies n cmpensatin fr Bard members (incl. Chairman), CEO and MB members with the help f a cnsultant r external advisr, t prepare a general remuneratin scheme fr the Bard and MB members subject t apprval by the Bard, t recmmend t the Bard the prpsals f the Bard t the Sharehlders' Meeting regarding the cmpensatin f the Bard and f the MB in relatin t the applicable cmpensatin reference perid pursuant t the Articles f Assciatin, 5/7

6 t prpse t the Bard the remuneratin, including the cash cmpensatin and the lng term incentives, t be granted t the Bard members, t prpse t the Bard the remuneratin, including fixed base salary, variable cash cmpensatin and lng term incentives, t be granted t the CEO, t prpse t the Bard the emplyment terms f the CEO, t prpse t the Bard, upn recmmendatin f the CEO, the remuneratin, including fixed base salary, variable cash cmpensatin and lng term incentives, f the direct reprts f the CEO, t review and recmmend t the Bard the cmpensatin reprt, t review, amend and apprve the perfrmance appraisal f the MB members prepared by the CEO, and t examine and interview candidates fr the MB prpsed by the CEO and t prpse suitable candidates t the Bard. c) Regarding the Cmmittee s effectiveness: t have at its discretin direct access t the Head f Human Resurces, t btain utside prfessinal advice and t secure the attendance f utsiders with relevant experience and expertise if it cnsiders this necessary, and t perfrm any ther respnsibilities delegated t the NCC by the Bard. Art. 5: Nminatin Prcedure As a rule, the prcedure fr nminating candidates n the level f the Bard includes the fllwing steps: t define the psitin prfile and the key persnal requirements, t cllect infrmatin n ptentially suitable candidates, t cmpile a lng list f candidates and t reduce it thrugh a first interview rund with the Chairman f the Bard, t interview the ptentially suitable candidates by the members f the NCC, and t submit the prpsal fr the final candidate(s) t the Bard and t prvide the pprtunity t interview the candidates by the members f the Bard. If an external advisr is engaged, he r she will be subject t careful guidance and supervisin by the cmpetent bdy accrding t the abve mentined milestnes. The lead f the Nminatin Prcedure can be delegated t a Bard member, wh is nt required t be a member f the NCC. The Chairman The Secretary Rbert F. Sperry Parick Büchi 6/7

7 Further applicable dcuments [1] Snva Hlding AG Organizatinal Regulatins [2] Internal Audit, Risk & Cmpliance Charter Versin Cntrl Versin Descriptin f change / cntent Written by Apprved by/n Released by/n 2008 Revised Versin Pascal Brandenberger Andy Rihs, Pascal Brandenberger, 14 th March Revised Versin Patrick Buechi Rbert F. Sperry, Patrick Buechi, 13th June Revised versin t reflect changes Claudia Nhr Rbert F. Sperry, in-line with Internal Audit, Risk & Patrick Buechi, Cmpliance Charter 17 th June Revised versin t reflect Sascha Stcker Rbert F. Sperry, implementatin f Minder initiative Patrick Buechi, 17 th June 2014 Snva Bard f Directrs, 14th March 2008 Snva Bard f Directrs, 13th June 2011 Snva Bard f Directrs, 14 th Nvember 2013 Snva Bard f Directrs, 17 th June /7