Corporate Governance further improved. Management structure ...

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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.