SWX Swiss Exchange Association. SWX Group

Transcription

1 92 Annex SWX Group Annual Report 2007 Annex SWX Swiss Exchange Association The members of the SWX Swiss Exchange Association held their sixth ordinary general meeting on 11 May The meeting approved the annual report and financial statements for 2006 and reappointed the existing members of the Board. Hans Fischer stepped down from the Board effective 11 May 2007 and no election was held to appoint a successor. The meeting also extended the appointment of Ernst & Young Ltd as auditors. The Board met six times during the year under review and represented the Association at the general assembly of the SWX Group. With regard to the merger of the SWX Group, SIS Swiss Financial Services Group AG and Telekurs Holding Ltd, the 45 members voted unanimously in favour of combining the Association with the SWX Group. The SWX Swiss Exchange Association (Swiss Stock Exchange) was subsequently dissolved at the beginning of January SWX Group The SWX Group held its ordinary general assembly on 11 May The Group s Board of Directors is composed of the same members as the Board of the SWX Swiss Exchange Association and the Board of Directors of the SWX Swiss Exchange. With regard to the merger of the SWX Group, SIS Swiss Financial Services Group AG and Telekurs Holding Ltd, an extraordinary general assembly was held at which it was decided to amalgamate the SWX Group with the SWX Swiss Exchange Association (Swiss Stock Exchange). An ordinary capital increase of CHF to CHF was also passed. This was used to effect the merger of the SWX Group, SIS Swiss Financial Services Group AG and Telekurs Holding Ltd as of the beginning of January The transaction involved the shareholders of the SIS Swiss Financial Services Group AG and Telekurs Holding Ltd bringing their holdings in SIS Swiss Financial Services Group AG and Telekurs Holding Ltd into the SWX Group and thereby becoming SWX Group shareholders. In addition to other changes to the statutes, it was decided to change the name of the Group s ultimate holding company from the SWX Group to Swiss Financial Market Services Ltd.

2 Annex SWX Group Annual Report SWX Group organisation chart (up to 31 December 2007) General Assembly Admission Board Board of Directors Appeals Board Committees P. E. Merian Chairman R. Breu Vice Chairman P. Gomez Chairman J. de Saussure Vice Chairman D. Bosshart Chairman Committee of the Board of Directors Compensation Committee Audit Committee Presidium Sanction Commission Surveillance & Enforcement W. M. Ochsner J. Spring Chairman Secretary T. Fritsche SWX Group Executive Committee J. Spillmann Chair H. Henckel Chief Executive Officer SWX Accountancy Panel Commission of Experts on Disclosure of Shareholdings Advisory Commissions IT Commission Index Commission Cash Market Advisory Board Bond Index Commission For the organisation chart from 1 January 2008, see London Member Group

3 94 Annex SWX Group Annual Report 2007 SWX Group/SWX Swiss Exchange Board of Directors The Board of Directors met nine times in 2007, with the Committee of the Board holding two further meetings. The Audit and Compensation Committees held their own separate meetings. The Board primarily discussed the strategy of the SWX, the merger of the SWX Group, SIS Swiss Financial Services Group AG and Telekurs Holding Ltd, as well as other matters assigned to it under the Rules of Organisation. Hans Fischer stepped down from the Board of Directors effective 11 May 2007 and no election was held to appoint a successor. Members of the Board of Directors of the SWX Group/SWX Swiss Exchange (up to 31 December 2007) Chairman: Peter Gomez*,*** Vice Chairman: Jacques de Saussure*,*** Andreas Amschwand David J. Blumer* Raymund Breu*** Jean-Luc de Buman Bernard Droux Christian Gell SWX Group / SWX Swiss Exchange, Zurich Managing Partner, Pictet & Cie, Banquiers, Geneva Head of UBS Investment Bank Switzerland, Zurich Chief Executive Officer Asset Management Division, Member of the Executive Board of Credit Suisse and Credit Suisse Group, Credit Suisse, Zurich Chief Financial Officer and Member of the Executive Committee, Novartis AG, Basel Member of the Operations Council, SGS Ltd, Geneva Managing Partner, Lombard Odier Darier Hentsch & Cie, Private Bankers, Geneva Managing Director, Head Trading Switzerland, Credit Suisse, Zurich G. Andreas Guth*,** Chairman of the Board of Directors, Dreyfus Sons & Co Limited, Banquiers, Basel Andreas Häberli*,*** Reto Himmel** Eduardo Leemann Peter R. Rahn** Managing Director, Head of Equities UBS Investment Bank Switzerland, Member of the UBS Investment Bank Managing Board, Member of the UBS Investment Bank Cash Management Board, UBS Investment Bank, Zurich Group Chief Technology & Operations Officer and Member of the Group Executive Board, Swiss Life, Zurich Chairman of the Board, AIG Private Bank Ltd, Zurich Partner, Rahn & Bodmer, Banquiers, Zurich Secretary: Thomas Fritsche * Member of the Committee of the SWX Group/SWX Swiss Exchange Board of Directors ** Member of the Audit Committee *** Member of the Compensation Committee

4 Annex SWX Group Annual Report virt-x* Board of Directors The virt-x Board of Directors met four times and the Subcommittee of the Board five times in Matters discussed by the Board included commercial strategy, technological development, risk management, business performance and regulatory developments. The following individuals were appointed to the Board of Directors in April 2007: Michael Blair as Vice Chairman, Keith Robinson as Chairman of the Audit Committee, and Heinrich Henckel. Jürg Spillmann stepped down from the Board of Directors at the end of the year. The Audit Committee and the Nominations Committee met three times in 2007, while the Remuneration Committee held one meeting. Members of the Board of Directors of virt-x (as at 1 January 2008) Chairman: Jim Gollan Vice Chairman: Michael Blair David J. Blumer Peter Gomez Chief Financial Officer and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Queen s Counsel (QC) and barrister, London Chief Executive Officer, Asset Management Division, Member of the Executive Boards of Credit Suisse and Credit Suisse Group, Credit Suisse, Zurich Chairman of the Board of Directors, Swiss Financial Market Services Ltd, Zurich G. Andreas Guth Chairman of the Board of Directors, Dreyfus Sons & Co. Limited, Banquiers, Basel Andreas Häberli Heinrich Henckel Lee Hodgkinson Keith Robinson Jacques de Saussure Managing Director, Head of Equities, UBS Investment Bank Switzerland, Member of the UBS Investment Bank Managing Board, Member of the UBS Investment Bank Cash Management Board, UBS Investment Bank, Zurich Chief Executive Officer SWX Swiss Exchange and, in addition, from Chief Executive Officer, Cash Markets Division, and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Chief Executive Officer, virt-x, London General Secretary, London Diocesan Fund, Church of England, London Managing Partner, Pictet & Cie, Banquiers, Geneva * SWX Europe from 3 March 2008

5 96 Annex SWX Group Annual Report 2007 SWX Swiss Exchange and virt-x* organisation chart (up to 31 December 2007) Management Committee virt-x* L. Hodgkinson Chief Executive Officer J. Spillmann L. Hodgkinson H. Henckel R. Straub C. Landis C. Bigger W. Bürki SWX Swiss Exchange H. Henckel Chief Executive Officer Client & Product Management L. Hodgkinson Issuer & Investor Relations Marketing & Sales Product & Services Management Management Services Human Resources Corporate Communications Corporate Planning & Controlling Legal Services Business Development & Operations Admission Information Products Information Technology C. Bigger R. Straub W. Bürki C. Landis * SWX Europe from 3 March 2008

6 Annex SWX Group Annual Report Scoach Holding SA Board of Directors Members of the Board of Directors of Scoach Holding SA, Luxembourg (as at 1 January 2008) Chairman: Axel Schubert Vice Chairman: Jürg Spillmann Christoph Bigger Frank Gerstenschläger Rainer Riess Former Chairman of Bremer Wertpapierbörse AG Up to : Chairman of the Group Executive Committee, SWX Group From : Chief Executive Officer, Derivatives Markets and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Member of the Management Committee, SWX Swiss Exchange, Zurich Member of the Executive Board of Deutsche Börse AG and Chairman of the Management Board of the Frankfurter Wertpapierbörse, Frankfurt General Manager of the Frankfurt Stock Exchange and Managing Director of Cash Market Business Development, Deutsche Börse AG, Frankfurt Scoach Switzerland Ltd Board of Directors Members of the Board of Directors of Scoach Switzerland Ltd, Zurich (as at 1 January 2008) Chairman: Axel Schubert Vice Chairman: Christoph Bigger Rainer Riess Former Chairman of Bremer Wertpapierbörse AG Member of the Management Committee, SWX Swiss Exchange, Zurich General Manager of the Frankfurt Stock Exchange and Managing Director of Cash Market Business Development, Deutsche Börse AG, Frankfurt Scoach Europa AG Board of Directors Members of the Board of Directors of Scoach Europa AG, Frankfurt am Main (as at 1 January 2008) Chairman: Axel Schubert Vice Chairman: Christoph Bigger Rainer Riess Former Chairman of Bremer Wertpapierbörse AG Member of the Management Committee, SWX Swiss Exchange, Zurich General Manager of the Frankfurt Stock Exchange and Managing Director of Cash Market Business Development, Deutsche Börse AG, Frankfurt

7 98 Annex SWX Group Annual Report 2007 Eurex Zurich Ltd Board of Directors There were the following changes to the Board of Directors of Eurex Zurich Ltd during the 2007 financial year: Mathias Hlubek stepped down from the Board with effect from 19 March Thomas Eichelmann was appointed to succeed him as of 27 September Members of the Board of Directors of Eurex Zurich Ltd (as at 1 January 2008) Chairman: Peter Gomez Vice Chairman: Reto Francioni Hugo Bänziger Thomas Eichelmann Christian Gell Andreas Häberli Heinrich Henckel Michael Kuhn Roger Müller Martin Reck Jacques de Saussure Nicholas Teller Chairman of the Board of Directors, Swiss Financial Market Services Ltd, Zurich Chief Executive Officer, Deutsche Börse AG, Frankfurt am Main Member of the Management Board, Deutsche Bank AG, London Member of the Executive Board, Chief Financial Officer, Deutsche Börse AG, Frankfurt am Main Managing Director, Head of Trading Switzerland, Credit Suisse, Zurich Managing Director, Head of Equities, UBS Investment Bank Switzerland, Member of the UBS Investment Bank Managing Board, Member of the UBS Investment Bank Cash Management Board, UBS Investment Bank, Zurich Chief Executive Officer SWX Swiss Exchange and, in addition, from Chief Executive Officer, Cash Markets Division, and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Member of the Executive Board and Chief Information Officer, Deutsche Börse AG, Frankfurt am Main Managing Director, Legal Affairs, Deutsche Börse AG, Frankfurt am Main Managing Director, Group Strategy, Deutsche Börse AG, Frankfurt am Main Managing Partner, Pictet & Cie, Banquiers, Geneva Member of the Board of Managing Directors, Commerzbank AG, Frankfurt am Main

8 Annex SWX Group Annual Report STOXX Board of Directors Members of the Board of Directors of STOXX (as at 1 January 2008) Chairman: Christian P. Meister Attorney at law Supervisory Board Chairman: Werner Bürki Mike Petronella Holger Wohlenberg Member of the Management Board, SWX Swiss Exchange, and Chief Executive Officer EXFEED, Zurich President Dow Jones Indexes and Reprints, Princeton (USA) Managing Director Market Data & Analytics, Deutsche Börse AG, Frankfurt Admission Board The Admission Board of the SWX Swiss Exchange consists of 15 members, six of whom are appointed by economiesuisse (the Swiss business federation) and nine by the Board of Directors of the SWX Swiss Exchange. As the SWX Swiss Exchange body entrusted with drawing up the regulations governing listing and issuers, the Admission Board lays down rules and directives and elects the members of its Executive Committee. The responsibilities of this Committee include the application of regulatory provisions pertaining specifically to the admission of new issuers and products, as well as monitoring issuers compliance with their obligations. The Executive Committee ceased to be responsible for imposing sanctions on issuers and on auditing companies on 1 January This function is now performed by the Sanction Commission. Amendments to rules and regulations and changes to the Board s practices are published in circulars and communiqués. The Admission Board met twice, and the Executive Committee four times, during the year under review. Roland Abt and Bernhard Schmid were appointed to succeed Bruno Allmendinger and Felix Horber respectively during the year just ended. In addition to Raymund Breu, a long-serving member of both the Board and the Executive Committee, the Board saw the departures of Rémy Best, Hans Fischer, Othmar T. Vock and Hermann A. Wirz. Furthermore, Peter Merian and Urs Rohner both announced that they would step down at the end of the first quarter of The Board of Directors of the SWX Swiss Exchange appointed the following individuals to the Admission Board in December 2007: Andreas von Planta, attorney at law, Geneva; Christian Gell, Managing Director, Head of Trading Switzerland, Credit Suisse, Zurich; Michel Juvet, Head of Research and Member of the Executive Board, Banque Bordier & Cie, Geneva; and Martin Sieg Castagnola, Head of Investment & Private Banking, Zürcher Kantonalbank, Zurich. Andreas von Planta was nominated as Chairman and successor to Peter Merian. economiesuisse appointed Thomas Werlen, General Counsel, Novartis AG, Basel, to the Admission Board in October The appointments of David Frick, Member of the Management Committee, Nestlé SA, Vevey, and Matthias Währen, CFO Givaudan Ltd, Vernier, followed in January 2008.

9 100 Annex SWX Group Annual Report 2007 Members of the Admission Board (as at 1 February 2008) Chairman: Peter E. Merian* (up to ) Andreas von Planta (from ) Member of the Board of Directors, Bank Sarasin & Co. Ltd, Basel Attorney at law, Partner, Lenz & Staehelin, Geneva Vice Chairman: (Appointment to be made on ) Roland Abt Raymond J. Bär Christian A. Camenzind David Frick Christian Gell (from ) Peter Gomez Michel Juvet Markus Dietrich Niederhauser Bruno Pfister* Urs Rohner* (up to ) Bernhard Schmid Martin Sieg Castagnola Matthias Währen Rolf Watter Thomas Werlen Head of Corporate Finance and Controlling (CFO), Member of the Executive Committee, Georg Fischer Ltd, Schaffhausen Chairman of the Board of Directors, Julius Bär Holding Ltd, Zurich Chief Executive Officer, Bank Sal. Oppenheim jr. & Cie. (Switzerland) Ltd, Zurich Member of the Executive Board, Nestlé SA, Vevey Managing Director, Head of Trading Switzerland, Credit Suisse, Zurich Chairman of the Board of Directors, Swiss Financial Market Services Ltd, Zurich Head of Research and Member of the Executive Board, Banque Bordier & Cie, Geneva Head of Legal and Compliance, Bobst Group SA, Lausanne Chief Executive Officer International and Member of the Corporate Executive Board, Swiss Life, Zurich Member of the Executive Board and General Counsel Credit Suisse Group and Credit Suisse, Chief Operating Officer, Credit Suisse, Zurich Managing Director, General Counsel Corporate Center, UBS Ltd, Zurich Member of the Executive Committee and Head of Investment & Private Banking, Zürcher Kantonalbank, Zurich Chief Financial Officer, Givaudan Ltd, Vernier Attorney at law, Partner, Executive Director, Bär & Karrer Ltd, Zurich General Counsel, Novartis AG, Basel * Member of the Executive Committee of the Admission Board

10 Annex SWX Group Annual Report Accountancy Panel The Accountancy Panel met twice in This body addresses issues relating to the issue of financial reporting regulations, as well as technical accounting questions. In its capacity as an advisory body, the Accountancy Panel endeavours to bring about continuous improvements in both the consistent enforcement of the relevant accounting standards and the transparency of financial reporting in Switzerland. Members of the Accountancy Panel (as at 1 January 2008) Chairman: Conrad Meyer Thomas Braun Malcolm Cheetham Philipp Hallauer Niklaus Meier Jörg Riboni Daniel Suter Director of the Institute for Accounting and Controlling, University of Zurich Partner, Braun, von Wyss & Müller Ltd, Zurich Head of Group Financial Reporting & Accounting, Novartis International AG, Basel Partner, KPMG Ltd, Zurich Group Controller, Ciba Specialty Chemicals Holding Inc, Basel Chief Financial Officer, Forbo Holding Ltd, Baar Partner, PricewaterhouseCoopers Ltd, Basel

11 102 Annex SWX Group Annual Report 2007 Commission of Experts on Disclosure of Shareholdings In 2007, the Committee of the Board of Directors appointed Rodolfo Straub, Member of the Management Committee of the SWX Swiss Exchange, as Chairman of the Commission of Experts on Disclosure of Shareholdings, and Samuel Stadelmann, Head of the Disclosure Office, as its Vice Chairman. Thomas Bischof, UBS Ltd, and Rudolf-Reinhard Müller, Bank Vontobel Ltd, were also elected to the Commission. Members of the Commission of Experts on Disclosure of Shareholdings (as at 1 January 2008) Chairman: Rodolfo Straub Vice Chairman: Samuel Stadelmann Thomas Bischof Michèle Burger Karl Hofstetter Rudolf-Reinhard Müller N.N.* Franz Stirnimann* Martin Taufer Rolf Watter Member of the Management Committee, SWX Swiss Exchange, Zurich Head of the Disclosure Office, SWX Swiss Exchange, Zurich Group Regulatory Management, UBS Ltd, Zurich General Counsel Corporate, Nestlé SA, Vevey Member of the Board of Directors, Schindler Holding AG, Hergiswil Compliance Officer, Bank Vontobel Ltd, Zurich Takeover Board, Zurich Swiss Federal Banking Commission, Bern General Counsel Corporate Center / Shared Services, Credit Suisse Group, Zurich Attorney at law, Partner, Executive Director, Bär & Karrer Ltd, Zurich * Permanent observer Appeals Board No cases were brought before the Appeals Board in Members of the Appeals Board (as at 1 January 2008) Chairman: Dieter Bosshart Rolf H. Weber Former Senior Judge at the Higher Court of Canton Zurich Professor of Private, Commercial and European Law at the University of Zurich Alternate Member of the Appeals Board Heinrich Andreas Müller Senior Judge at the Higher Court of Canton Zurich

12 Annex SWX Group Annual Report Sanction Commission The Sanction Commission came into being on 1 January 2007 and handled 19 cases during the year just ended. Following infringements of the Listing Rules, sanctions were imposed against listed companies in the following cases: 3 cases owing to breaches of financial reporting regulations 1 case owing to a breach of the rules on periodic financial reporting 5 cases owing to breaches of ad hoc publicity obligations 3 cases owing to breaches of the regulations governing the disclosure of management transactions 1 case owing to a breach of the rules on corporate governance information Following infringements of the General Conditions by stock market participants, sanctions were imposed in five cases on the grounds of a breach of the Exchange system rules of use. One case was settled when the appeal (against a sanction ruling) was withdrawn. As at the end of the year, three cases had not yet become legally enforceable. Members of the Sanction Commission (as at 1 January 2008) Chairman: Jürg Spring Bruno Allmendinger Jean Berthoud Sylvain Matthey Henry Peter Isabelle Romy David Schnell President of the Administrative Court of Canton Thurgau, Weinfelden Former Chief Financial Officer, Sulzer AG, Member of the Advisory Board of Governance for Owners, London Managing Partner, Banque Bonhôte & Cie SA, Neuchâtel Director, Lombard Odier Darier Hentsch & Cie, Private Bankers, Geneva Professor of Commercial Law at the University of Geneva, attorney at law in Lugano Professor in the Faculty of Law at the University of Fribourg, attorney at law in Zurich, part-time judge at the Federal Supreme Court Business consultant and holder of several directorships (including Kuoni Reisen Holding AG), Bern Arbitral Tribunal In one case, the Arbitral Tribunal ruled entirely in favour of the SWX. A settlement was reached in a second case, and a further case is still pending. Chairmen of the Arbitral Tribunal (as at 1 January 2008) Chairman: Claude Rouiller Vice Chairman: Hans Peter Walter Former President of the Swiss Federal Supreme Court, attorney at law, Professor in the Faculty of Law at the University of Neuchâtel Former President of the Swiss Federal Supreme Court, Professor of Private and Commercial Law in the Faculty of Law at the University of Bern

13 104 Annex SWX Group Annual Report 2007 Surveillance & Enforcement The independent Surveillance & Enforcement office (SVE) oversees the transactions effected on the SWX Swiss Exchange pursuant to the Stock Exchange and Securities Trading Act (SESTA) in a manner that allows infringements of the law and other irregularities to be detected and the corresponding action taken or instigated (Arts. 4 and 6 SESTA). Trading on the SWX Swiss Exchange generally complied with the rules and regulations during the year. It was pleasing to note that there were no serious incidents. Questions or enquiries in connection with trades that came to SVE s attention were largely resolved by telephone or written notifications from SVE, by requests for information and by instructions to participants to remedy the corresponding situation. Formal proceedings were instituted in those cases in which there was good reason to believe that rules and regulations had been infringed. SVE instituted investigative proceedings on suspicion of an infringement of regulations or legal provisions in 20 cases during the year under review. The matters under investigation ranged from alleged prior agreements between two participants and suspicions of incorrect reporting times for off-order-book trades to abuses of trader IDs. Four cases concerned suspicions that knowledge of confidential facts, as described in Art. 161 of the Swiss Penal Code, was being abused. The findings of these investigations were passed to the competent criminal prosecution authorities and to the Swiss Federal Banking Commission. Following a phase of intensive testing, SVE put new supervision software into productive use for the first time in December This software will allow SVE to monitor trading efficiently and comprehensively, even as volumes continue to increase. It is intended primarily to guarantee both compliance with rules and regulations and fair and transparent trading. The new software offers a complete replacement for the old IMIS system. Forthcoming phases will gradually extend the new software to include more wide-ranging functions. In the spring of 2007, participants submitted their audit reports (for calendar year 2006) for the first time according to a new audit concept. In the year just ended, the alternate audit programme concentrated on organisation and infrastructure. The new descriptive format of the report, as well as the detailed schedule of questions, meant that SVE received a great deal of feedback from auditing companies that revealed a number of irregularities among participants. For example, a substantial number of traders had been making entries in the SWX Swiss Exchange trading system using the IDs of other traders, without themselves being registered with the SWX Swiss Exchange. This resulted in the instigation of sanction proceedings against several participants. In addition to official warnings, in this connection the Sanction Commission imposed a fine of CHF against one participant. Given the events of the year under review, SVE expects all participants to pay due attention to this rule in the future. SVE collaborates with the supervisory bodies of other stock exchanges, such as virt-x Surveillance and the Eurex Germany trading supervisory office, and has a close and effective working relationship with the Swiss Federal Banking Commission. As in previous years, in 2007 SVE made a number of presentations at external training courses and professional events about the remit of an independent supervisory body.

14 Annex SWX Group Annual Report Cash Market Advisory Board The Cash Market Advisory Board is a consultative body within the SWX Swiss Exchange. It is composed of eight representatives of SWX participant banks from Zurich, Geneva and Basel, as well as a representative of SIS SegaInterSettle AG, and SWX executives. At the eight meetings held during the reporting period, extensive discussions concentrated mainly on securities tradingrelated issues. The Board dealt in particular with the new fee structure for the SWX and virt-x that will be implemented in 2008, and the provision of CCP (central counterparty) services to the Swiss market as of 7 September The Value Creation Architecture (VCA) project, which will replace the existing trading infrastructure with a new platform architecture, was another important issue. Releases EM8.2 and EM8.3 were discussed, as were functional changes at virt-x and SWX necessitated by MiFID requirements. Furthermore, the Board decided to introduce a new Stop Trading (Avalanche Stop) function that will be deployed should major short-term price swings occur. Hans Keist of Bank Sarasin, a long-serving member of the Cash Market Advisory Board, stepped down at the end of His successor, Urs Imholz of InCore Bank Ltd, was appointed to the Advisory Board by the Committee of the Board of Directors in February Meanwhile, Jürg Walder of UBS was chosen to succeed former member Serge Déteindre. Finally, Stephanino Isele of Zürcher Kantonalbank (ZKB), was appointed to the Advisory Board with effect from 1 January 2008 to succeed Markus Hofmann, ZKB, who resigned during the year under review. Members of the Cash Market Advisory Board (as at 1 January 2008) Chairman: Heinrich Henckel Vice Chairman: Christoph Bigger Serge Déteindre (up to *) Markus Hofmann (up to *) Urs Imholz (from ) Stephanino Isele (from ) Claude Magnin Alfred Ritter Jakob Staenz Marco Strimer Claudio Studer Patrick Vögeli Jürg Walder (from ) Chief Executive Officer SWX Swiss Exchange and, in addition, from Chief Executive Officer, Cash Markets Division, and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Member of the Management Committee, SWX Swiss Exchange, Zurich Managing Director, UBS Investment Bank, Zurich Member of Senior Management, Zürcher Kantonalbank, Zurich Deputy Chief Executive Officer, IncoreBank Ltd, Zurich Member of Senior Management, Zürcher Kantonalbank, Zurich Vice President, Lombard Odier Darier Hentsch & Cie, Private Bankers, Geneva Member of Senior Management, Basler Kantonalbank, Basel Managing Director, Credit Suisse, Zurich Chief Executive Officer, SIS x-clear Ltd, Zurich Managing Director, Bank Julius Bär & Co. Ltd, Zurich Head of Capital Markets, BNP Paribas (Suisse) SA, Zurich Managing Director, UBS Investment Bank, Zurich * Date of last meeting

15 106 Annex SWX Group Annual Report 2007 London Member Group The London Member Group (LMG) comprises 15 representatives of firms from the UK-based membership of the SWX Swiss Exchange and virt-x*. It provides a forum that gives virt-x the opportunity to hear the market needs and views of its members and, in return, allows these members to provide input on strategic development, market and operational matters. Meetings are held on a quarterly basis in London. The LMG complements the SWX Cash Market Advisory Board and IT Commission, which represent the views of Swiss-based participants. Members of the London Member Group (as at 1 January 2008) Chairman: Jim Gollan Vice Chairman: Lee Hodgkinson Mike Ackers Robert Barnes Niki Beattie Gary Case James Day Andrew Farran Brad Hunt Eleanor Jenkins Richard J Kyle William Laverack Daryl McDonald Lee Parmenter Paul Reeves Tony Shaw Andrew Wells Chairman of the virt-x Board, London, and Chief Financial Officer and Member of the Group Executive Board, Swiss Financial Market Services Ltd, Zurich Chief Executive Officer, virt-x, London Head of Relationship Management for Equity Clients and Markets, ABN Amro Bank N.V., London Managing Director, Market Structures, UBS Investment Bank, London Head of Market Structure, Merrill Lynch International, London Chief Operating Officer of European Cash Equities, JP Morgan Securities Ltd, London Head of Equity Financing, Barclays Capital Securities Ltd, London Chief Operating Officer of European Equities Development, Credit Suisse Securities (Europe) Ltd, London Managing Director, Goldman Sachs International, London Executive Director, Morgan Stanley & Co. International Ltd, London Director, European Equities Development, Citigroup Global Markets Limited, London Vice President, Instinet Europe Ltd, London Director, Equity Sales and Trading, Bear Stearns International Ltd, London Head of Exchange Compliance, Société Générale SA, London Chief Operating Officer, European Cash Equities, Deutsche Bank AG, London Global Equities Business Strategy Officer and European Head of Market Structures, HSBC Bank plc, London European Executive Service Business Manager, Lehman Brothers International (Europe), London * SWX Europe from 3 March 2008

16 Annex SWX Group Annual Report IT Commission The IT Commission of the SWX Swiss Exchange is a technical body composed of the IT managers of participating banks, as well as representatives of the SWX Information Technology division. It advises the SWX on matters of IT planning and strategy, and is also used by the SWX to keep participating banks informed about the status of software release projects. Jürg Spillmann handed Chairman duties to Chris Landis and stepped down from the Commission at the end of the year. The IT Commission had four meetings scheduled for the calendar year just ended. It actually held three of these four, the planned March meeting being cancelled with the agreement of those involved. Following the successful introduction of Release EM8.2 in May, discussions at IT Commission meetings were dominated by the follow-up release EM8.3 not only because this release ensured that virt-x would be MiFID-compliant, but also because it provided a foundation for replacing the existing trading platform. The launch of the VCA2 rollout project in May 2007 marked the start of work on the new SWX platform, which will replace the existing trading platform in stages during 2008 until the Exchange has an entirely new system in place. Members of the Commission were briefed in great detail about these two projects that are of such importance to both the SWX and its participants. Release launch procedures and the associated schedules were discussed and agreed with the members of the Commission at an early stage. The new releases could therefore be introduced more smoothly during the year under review. These benefits will continue to be reaped as the trading platform is replaced in Members of the IT Commission (as at 1 January 2008) Chairman: Chris Landis Vice Chairman: Josef Arnold Max Dähler Peter Ife (up to ) Hansruedi Kern Roger Larsson Markus Moser Yimin Shen (from ) Stefan Steiner Daniel Treichler Member of the Management Committee, SWX Swiss Exchange, Zurich Senior Vice President, SWX Swiss Exchange, Zurich Member of Senior Management, SIS Systems AG, Zurich Director, Credit Suisse, Zurich Executive Vice President, Lombard Odier Darier Hentsch & Cie, Private Bankers, Geneva Vice President, Bank Vontobel Ltd, Zurich Member of Management, Basler Kantonalbank, Basel Vice President, Credit Suisse, Zurich Executive Director, UBS Ltd, Zurich Member of Management, Zürcher Kantonalbank, Zurich

17 108 Annex SWX Group Annual Report 2007 Index Commission The Commission held three ordinary meetings during the year under review. Two time-critical decisions were taken in consultations by circular letter. The main topic occupying the Commission in 2007 was market participants calls for an expanded SPI to include foreign issuers with a primary listing on the SWX. By including these issuers in the overall market index, the SWX wishes to encourage non-swiss companies, which previously had only restricted access to the Swiss investor base, to consider the SWX as a platform for their IPO. Members of the Index Commission (as at 1 January 2008) Chairman: Werner Bürki Vice Chairman: Markus Götschi Daniel Brupbacher Marco Curti Thomas Haefliger Ernst Mäder Ulrich Niederer Markus Pfister Peter Wehrmann Member of the Management Committee, SWX Swiss Exchange, and Chief Executive Officer EXFEED, Zurich Assistant Vice President, SWX Swiss Exchange, Zurich Managing Director, Asset Management Division, Credit Suisse, Zurich Member of Senior Management, Zürcher Kantonalbank, Zurich Vice President, Pictet & Cie, Banquiers, Geneva Chief Financial Officer, Suva, Lucerne Managing Director and Chairman UBS Global Asset Management Switzerland, UBS Ltd, Zurich Senior Vice President, Bank Vontobel Ltd, Zurich Vice President, Credit Suisse, Zurich

18 Annex SWX Group Annual Report Bond Index Commission The Commission held three ordinary meetings and one round of consultation by circular during the year under review. Consultations centred on the inclusion of additional ratings providers and the creation of a new classification system as the market standard for the sector breakdown of CHF-denominated bonds Members of the Bond Index Commission (as at 1 January 2008) Chairman: Werner Bürki Vice Chairman: Patrick Weibel (up to ) Pius Grüter (from ) Taner Alicehic Andreas Dänzer Nannette Hechler-Fayd herbe Kuno Kennel Markus Loretz Wolfgang Marty François-Marie Monnet Ursula Oser Willy Schmassmann Michael Tschudin Gregor S. Valko Beat Widmer Member of the Management Committee, SWX Swiss Exchange, and Chief Executive Officer EXFEED, Zurich Authorised Officer, SWX Swiss Exchange, Zurich Index Analyst, SWX Swiss Exchange, Zurich Authorised Officer, Banque Cantonale Vaudoise, Lausanne Certified Financial Analyst and Fund Manager, Federal Pension Fund PUBLICA, Bern Director, Credit Suisse, Zurich Director, ABN AMRO Bank N.V., Zurich Branch, Zurich Executive Director, UBS Ltd, Opfikon Chairman, Swiss Bond Commission, Zurich Vice Chairman, MultiPlus Finance SA, Geneva Member of Senior Management, Zürcher Kantonalbank, Zurich Vice President, UBS Ltd, Zurich Partner, INWI GmbH, Zurich Head of the Treasury Section, Swiss Federal Finance Administration FFA, Bern Chief Executive Officer, Deutsche Asset Management Switzerland, Zurich

19 110 Annex SWX Group Annual Report 2007 International Organisations The SWX Swiss Exchange is a member of various international organisations. Federation of European Securities Exchanges (FESE) The Federation of European Securities Exchanges (FESE) is the professional organisation representing securities markets in Europe. Its coordination meetings are used to formulate a common policy toward the supervisory authorities grouped together under the umbrella of the Commission of European Securities Regulators (CESR). They also monitor legislative processes in the Commission, parliament and administration of the European Union. Wherever necessary, the FESE takes on a lobbying role. The annual FESE Convention in June attracts large numbers of decision makers from securities exchanges, regulatory authorities, the political arena, banking and the media. In addition to the debates at its general assemblies, the FESE sponsors valuable expert work in a variety of working groups such as the Economics and Statistics Task Force and the Clearing and Settlement Task Force. FESE representatives (as at 1 January 2008) President: Jukka Ruuska Vice President: Spyridon Capralos Chairman of the Working Committee: Ramon Adarraga Secretariat, Brussels: Judith Hardt Burçak Inel President of the OMX Nordic Exchange Chairman of the Athens Exchange Director International Affairs Division, BME Spanish Exchanges Secretary General Deputy Secretary General FESE member exchanges (full members) Athens Exchange Bolsas y Mercados Españoles (BME): Barcelona, Bilbao, Madrid, MEFF, Valencia Borsa Italiana SpA Bratislava Stock Exchange Bucharest Stock Exchange Budapest Stock Exchange Bulgarian Stock Exchange Sofia Cyprus Stock Exchange Deutsche Börse AG Euronext: Amsterdam, Brussels, Lisbon, Paris, Euronext.liffe ICE Futures Irish Stock Exchange Ljubljana Stock Exchange London Metal Exchange LME London Stock Exchange Luxembourg Stock Exchange Malta Stock Exchange OMX Nordic Exchanges Ltd: Stockholm, Helsinki, Copenhagen, Riga, Tallinn, Vilnius, Iceland Oslo Stock Exchange Prague Stock Exchange SWX Swiss Exchange virt-x* Warsaw Stock Exchange Wiener Börse AG * SWX Europe from 3 March 2008

20 Annex SWX Group Annual Report World Federation of Exchanges (WFE) The World Federation of Exchanges is an industry organisation for regulated securities and derivatives exchanges, settlement institutions and related clearing houses, and the various services they provide for capital markets. The WFE acts as a forum in which its members can debate relevant issues and exchange information. Its membership comprises around 60 major exchanges and other organisations from around the globe. The SWX s forerunner organisations were among the founder members of what was previously known as the Fédération Internationale des Bourses de Valeurs (FIBV). Unlike the FESE, the WFE is not a lobbying organisation. It sees itself as a forum for global exchange between exchange operators and as a networking organisation. WFE representatives (as at 1 January 2008) Chairman: Massimo Capuano Vice Chairman: William J. Brodsky Chairman of the Working Committee: Paul Chow Secretariat, Paris: Thomas Krantz Peter Clifford President & Chief Executive Officer, Borsa Italiana SpA Chairman & Chief Executive Officer, Chicago Board Options Exchange Chief Executive Officer, Hong Kong Exchanges and Clearing Secretary General Deputy Secretary General WFE members American Stock Exchange Amman Stock Exchange Athens Exchange Australian Securities Exchange Bermuda Stock Exchange BME Spanish Exchanges Bolsa de Comercio de Buenos Aires Bolsa de Comercio de Santiago Bolsa de Valores de Colombia Bolsa de Valores de Lima Bolsa de Valores do São Paulo BVSP Bolsa Mexicana de Valores Bombay Stock Exchange Ltd Borsa Italiana SpA Bourse de Luxembourg Bourse de Montréal Budapest Stock Exchange Ltd Bursa Malaysia Cairo & Alexandria Stock Exchanges Chicago Board Options Exchange Colombo Stock Exchange Cyprus Stock Exchange Deutsche Börse AG Hong Kong Exchanges and Clearing Indonesia Stock Exchange International Securities Exchange (ISE) Irish Stock Exchange Istanbul Stock Exchange Jasdaq Securities Exchange Inc. JSE Limited Korea Exchange Ljubljana Stock Exchange London Stock Exchange Malta Stock Exchange Nasdaq Stock Market National Stock Exchange of India Limited NYSE Euronext New Zealand Exchange Ltd OMX Nordic Exchanges Ltd Osaka Securities Exchange Oslo Børs Philippine Stock Exchange Shanghai Stock Exchange Shenzhen Stock Exchange Singapore Exchange Stock Exchange of Mauritius Stock Exchange of Tehran Stock Exchange of Thailand SWX Swiss Exchange Taiwan Stock Exchange Corp. Tel-Aviv Stock Exchange Tokyo Stock Exchange Group Inc. TSX Group Warsaw Stock Exchange Wiener Börse AG

21 112 Annex SWX Group Annual Report 2007 International Organization of Securities Commissions (IOSCO) IOSCO, the international umbrella organisation for securities regulators, was founded in It promotes cooperation between financial markets by developing globally accepted standards. The organisation currently has around 180 members from all parts of the world. The Swiss Federal Banking Commission (SFBC) has been an ordinary member since As an affiliated member, the SWX Swiss Exchange is represented on Standing Committee No. 1 (SC 1) and also on the Self- Regulatory Organizations Consultative Committee (SROCC). IOSCO is mainly concerned with protecting investors, ensuring fair, efficient and transparent markets, preventing systemic risks, promoting international cooperation and drawing up harmonised standards for market supervision. As part of its investor protection work, it also drafts financial reporting and auditing standards. The various committees adopted numerous working papers and resolutions in Meanwhile, the SWX Swiss Exchange was the first non-governmental organisation to be granted authorisation to join the database of IFRS decisions that IOSCO set up during the year under review. This database is intended to improve worldwide coordination between the various regulators charged with implementing IFRS. In addition, IOSCO adopted a number of position papers on planned changes to financial and reporting standards. The year under review also saw the publication of International disclosure principles for cross-border offerings and listings of debt securities by foreign issuers and the report entitled Special purpose entities. Details of IOSCO s wide-ranging activities can be found at IOSCO representatives (as at 1 January 2008) President: Jane Diplock Vice President: Fulin Shang Chairman, Technical Committee: Michel Prada Chairman, SRO Consultative Committee (SROCC): Tatsuo Watanabe Secretariat, Madrid: Greg Tanzer SWX Swiss representative on IOSCO Standing Committee No. 1: Philipp Leu SWX Swiss representative on IOSCO Disclosure Subcommittee: Jacqueline Morard Chairperson, Securities Commission, New Zealand Chairman, China Securities Regulatory Commission, China Chairman, Autorité des Marchés Financiers, France Vice Chairman, Japan Securities Dealers Association, Japan Secretary General Head of Financial Reporting Deputy Head of Admission SWX representative on the SRO Consultative Committee (SROCC): Walter M. Ochsner Head of Surveillance & Enforcement