Corporate Governance further improved. Management structure ...

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Benoît D. Ludwig Non-executive member S+Bi Annual Report 2011 CoRpoRAte GoveRnAnCe Board of Directors Dr. Alexander von Tippelskirch Non-executive member of Klöckner & Co, Duisburg (De), vAW Aluminium AG, Bonn (De), and Howaldtswerke – Deutsche Werft GmbH in Kiel (De). Currently Dr. Helmut Burmester is a partner at one equity partners, a fullyowned subsidiary of Jp Morgan Chase. He is also a member of the Advisory Board of S+Bi GmbH & Co. KG (De) and serves on the supervisory boards of various German and international companies. Benoît D. Ludwig Non-executive member Benoît D. Ludwig has a degree in physics from the Swiss Federal Institute of technology and an MBA from InSeAD. He joined the Board of Directors in 2003, and has been a member of the Audit Committee since 2006 and, since 2011, a member of the nomination and Compensation Committee. Between 1972 and 1987 Benoît D. Ludwig worked for McKinsey & Company, holding various positions in different countries. Since 1988 he has managed his own management consultancy firm, until 2009 Ludwig & partner AG (CH) and since 2010 Ludwig Consulting AG (CH), as Chairman of the Board and Managing partner. He is also a member of the Board of Directors of Miniera AG (CH), Franke Artemis Holding AG (CH), and Chairman of the Board of Directors of Cambia Holding AG (CH). Dr. alexander von tippelskirch Non-executive member Dr. Alexander von tippelskirch has a degree in business and a doctorate in politics, and has been a member of the Board of Directors and Chairman of the Audit Committee since 2006. Dr. Alexander von tippelskirch joined IKB Deutsche Industriebank AG (De) in 1968, working initially at the bank‘s Stuttgart branch, then as branch manager in Hamburg from 1975 to 1984. In 1984 he was appointed a member of the bank‘s <strong>Management</strong> Board in Düsseldorf, and from 1990 to 2004 was Ceo of the Board of Managing Directors. Dr. Alexander von tippelskirch is also a member of the Advisory Board of S+Bi GmbH & Co. KG (De) and holds a number of advisory and supervisory mandates with mediumsized companies. 61
62 3.2 additional activities and related interests the above profiles of members of the Board of Directors provide information on their activities and commitments in addition to their functions at S+Bi AG. 3.3 election and term of office the Board of Directors consists of five to nine members. the members are elected by the General Meeting of Shareholders in staggered elections for a term of up to four years, the term of office that was voted for at the elections in 2009 and 2010 being only three years. the members are elected individually. In accordance with the organisational Regulations, the Board appoints from among its members a Chairman and a vice Chairman for each term of office, and designates a Secretary, who need not be a member of the Board. the ordinary term of office of a member of the Board of Directors terminates on expiry of the period of tenure. 3.4 internal organisation In 2011 the Board of Directors convened five times to discuss current business. the meetings typically last four hours, and are normally attended by the members of the executive Board (Ceo, Coo and CFo). In the year under review, no external consultants were called upon for assistance. the Board of Directors is quorate when at least half of its members are present. For the public notarisation of decisions related to capital increases, only one member need be present (Art. 651a, 652g, 653g Swiss Code of obligations (Co)). Decisions and elections require a simple majority of the votes cast. Abstentions do not count as votes cast. In the event of a tie, the Chairman has the casting vote. In urgent cases, decisions of the Board of Directors can also be made by correspondence and included in the minutes of the next meeting, provided that no member requests their verbal discussion. the Board of Directors has set up two committees from among its members: nomination and Compensation Committee (nCC) Members of this committee are Dr. Hanspeter Zehnder (Chairman), Dr. Gerold Büttiker (Member), Dr. Helmut Burmester (Member) and Benoît D. Ludwig (Member). In fiscal year 2011, the committee met three times. these meetings lasted between two and four hours. the duties and powers of the nCC are defined more specifically in a separate regulation; the committee is composed of at least three members of the Board of Directors. In particular, the nCC has the following duties: _ Determination of the principles for the selection of candidates for election or reelection to the Board of Directors; _ Determination of the principles for the selection of members of the executive Board; _ elaboration of proposals to the Board of Directors of the Company for the appointment of members of the executive Board; _ elaboration of proposals to the Board of Directors of the Company for personnel development and succession planning processes for the Group management; _ preparation of proposals to the Board of Directors of the Company for the principles of compensation of the members of the Board of Directors of the Company, the committees and the executive Board; _ In accordance with the principles decided by the Board of Directors of the Company, determination of the concrete compensation of the Members of the Board of Directors of the Company, the committees and the executive Board. the nCC is responsible for informing the full Board of Directors on the content and scope of decisions made.
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