BKW FMB Energy Ltd Annual Report 2003

72
–
–
–
–
–
–
–
–
The Audit Committee has the following powers:
Authorisation of accounts involving credits approved by the Board of Directors, with
the proviso that extraordinary credit overdrafts are reported to the Board of Directors.
Direct involvement of the head of internal auditing at meetings of the Audit
Committee.
Fostering direct contacts between the Chairman and members of the Audit Committee
and internal and external auditors as well as the CEO.
Defi nition of compensation for internal and external auditors.
The Audit Committee consists of three members: Dr Hans Lauri (Chairman), Mr
Peter Kappeler (Vice Chairman) and Dr Bernhard Reutersberg. As a rule, the CEO,
the Head of Finance and Controlling, the head of internal auditing and a representative
of an external fi rm of auditors attend meetings of the Audit Committee. The Audit
Committee regulations stipulate at least four ordinary meetings per year. Due to the
organisational changes at the end of the year under review, the Audit Committee
convened only twice in 2003.
The tasks of the Nomination and Compensation Committee are as follows:
Formulation of principles for compensation of members of the Board of Directors and
the Executive Board.
Formulation of principles for the selection of candidates for election or re-election to
the Board of Directors.
Verifi cation of successor planning at the Board and Executive Board level.
Selection and compensation activities at the Board and Executive Board level.
The Nomination and Compensation Committee has the following powers:
Defi nition of salaries of members of the Executive Board and informing the Board of
Directors in this regard.
The Nomination and Compensation Committee consists of three members: Dr Fritz
Kilchenmann (Chairman), Ulrich Sinzig (Vice Chairman) and Walter von Känel .
Under the terms of the Nomination and Compensation Committee regulations, the
committee convenes as often as required but at least once a year. In the year under
review the committee convened once.
Defi nition of areas of responsibility
Under the terms of Art. 20 of the Articles of Incorporation, the Board of Directors
delegates the management of business to the Executive Board and defi nes their
responsibilities within the framework of the Organisational Regulations. The Executive
Board comprises the four Division Heads. Mr Kurt Rohrbach simultaneously performs
the function of Chairman of the Executive Board and head of his division. As a rule,
the Executive Board convenes once a week.
Subject to the authority of the Annual General Meeting, the Board of Directors and the
Board Committees, the Executive Board is responsible for the management of BKW
and can delegate tasks and competences within its remit. It also performs preparatory
work on matters which must be submitted to the governing bodies for decision.