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Cross-involvement
There is no cross-involvement among Boards of Directors.
Elections and terms of office
The term of office for each member of the Board of Directors
is three years and the statutory retirement age limit
has been established at 70 years. Individual members are
re-elected on a staggered basis.
The term of office for both Kurt E. Feller and Günter
F. Kelm is set to expire at the general meeting on 26 April
2005. Both Directors have made themselves available
for an additional term re-election.
Internal organizational structure
The organization of the Board of Directors is based on
the “Organization Regulation of the Board of Directors
of Geberit AG”. It determines the duties and powers of
the Board of Directors and constitutes the framework
for the tasks and responsibilities of the Group Executive
Board.
The Board of Directors is self-constituting. In the first
meeting following the relevant ordinary general meeting
in which re-elections are held, the Board of Directors
elects the Chairman and President from among its members.
Until 31 December 2004, the positions of President
of the Board of Directors and Chief Executive were
held by the same person.
The Board of Directors meets whenever business so
requires, usually six times every year for one day each.
The meetings are chaired by the Chairman or – if he
is unable to do so – by the President of the Board of
Directors. The Board of Directors appoints a secretary
who is not required to be a member of the Board of
Directors. Upon consultation with the Chairman of the
Board of Directors, the President may invite members
of the Group Executive Board to attend meetings of the
Board of Directors.
The Board of Directors can decide, when the majority of
its members are present. The members may also attend
via telephone or electronic media.
The Board of Directors has formed two committees from
among its members:
– Personnel Committee
The members of the Personnel Committee are Kurt
E. Feller (Chairman), Günter F. Kelm and Rudolf Maag.
The committee meets at least twice every year for a
half day each. It develops proposals to be submitted
to the entire Board of Directors, including personnel
decisions and the determination of compensation
regulations and models (salaries, bonus payments,
share and option plans) as well as the annual determination
of the compensations for the Board of Directors
and Group Executive Board. Therefore, the tasks
and responsibilities of a compensation and a nomination
committee are combined in this committee.
Günter F. Kelm, as a member of the personnel committee,
does not take part in the Personnel Committee
or general Board of Director discussions in which his
compensation as President and CEO are discussed.
Detailed responsibilities are stipulated in the organization
regulation of the Personnel Committee.
Corporate Governance 27