Corporate Governance further improved. Management structure ...

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* www.schmolz-bickenbach.com/en/
investor-relations/corporate-governance
3.5 responsibility and authority
the Board of Directors is the highest governing body in the Group management structure, and rules on all matters that
are not expressly entrusted to another governing body under law, the Articles of Incorporation* or the organisational
Regulations*.
the Board of Directors has delegated all tasks which are not assigned to it under law as non­transferable and irrevocable.
the following tasks in particular constitute non­transferable and irrevocable tasks of the Board of Directors:
_ overseeing the company and issuing the requisite directives;
_ Defining the organisation of the Company;
_ Structuring the accounting, financial controls and financial planning to the extent required for management of the
company;
_ Appointing and dismissing persons entrusted with the management and representation of business;
_ Supervising persons entrusted with business management, in terms of compliance with the law, Articles of Incorporation,
company regulations and directives;
_ Drawing up the Annual Report, preparing und leading the General Meeting, and implementing its decisions;
_ notifying the court in the event of overindebtedness;
_ Deciding on the payment of subsequent contributions to non­fully paid­up shares;
_ Deciding on the level of capital increases and the associated amendments to the Articles of Incorporation;
_ other non­transferable and inalienable duties, for example in relation to the Swiss Merger Law (FusG).
the Board of Directors represents the highest governing body of the Company, supervises and controls the executive
Board, and issues guidelines on business policy. It also defines the strategic objectives and general resources required to
achieve them. All executive management tasks within the company and the Group which are not reserved for the Board of
Directors or its committees are assigned to the executive Board. the Ceo chairs the executive Board, which consists of
the Ceo, Coo and CFo. He issues supplementary guidelines governing the tasks and authorities of members of the executive
Board and Business Unit Management. the Board of Directors is notified of these responsibilities and any subsequent
changes no later than the next Board of Directors meeting. Members of the executive Board are appointed by the Board of
Directors on the recommendation of the nomination and Compensation Committee, while other members of management
(including Business Unit heads) are appointed by the executive Board. the Chairman of the Board of Directors monitors
the implementation of measures approved by the Board of Directors, supervises the Ceo and his activities, and conducts
regular performance appraisals with him.
3.6 Management information and controlling instruments
the management information and controlling function used by the Board of Directors to control the executive Board and
the Business Unit Management includes a transparent management information system (MIS) which produces monthly,
quarterly and end­of­year reports on Group and business segment performance. every member of the Board of Directors
may request information about any and all Company matters after informing the president of the executive Board to
this effect. the executive Board informs the Board of Directors at every meeting on current business developments and
significant business transactions. outside meetings, all members of the Board of Directors can request from the executive
Board information about the progress of business and, with the authorisation of the Chairman, also about individual
business transaction.