Annual Report 2010 (PDF) - Schulthess Group

Audit Committee
The Audit Committee consists of two to three non-executive members of the Board of Directors. The period of office is
one year, re-election is possible. The Audit Committee currently consists of Dr. Peter R. Isler and Rudolf Kägi. Chairman of
the Audit Committee is Dr. Peter R. Isler. Representatives of the external auditors or other specialists may also be invited
to the meetings. The Audit Committee usually meets at least once per quarter and in addition, meets at least 3 times per
annum with representatives of the external auditors. The Audit Committee met 7 times in fiscal year 2010. The meetings
usually lasted for half a day. These meetings were also attended by the Chief Executive Officer and the Chief Financial
Officer. The external auditors participated in 6 of the meetings.
The Audit Committee’s main task is to maintain a comprehensive and efficient audit concept for Schulthess Group. The
Audit Committee’s duties include the following:
• Approval of the key points of the audit
• Control of the Half Year and Fiscal Year Reports, supported by the external auditors and members of Group Mangement
• Acceptance of the audit report and any recommendations from the auditors before the end of year accounts (individual
and group annual accounts) are distributed for the approval by the entire Board of Directors
• Proposal to the entire Board of Directors regarding the issue, which external auditor should be proposed for election
as the Company‘s auditors at the next Ordinary Shareholders‘ Meeting
• Assessment of the audit performance, audit plan, the fees and independence of the auditors
• Assessment of the internal control system and recommendations for improvements
Compensation Committee
The Compensation Committee consists of two non-executive members of the Board of Directors. The period of office
is one year, re-election is possible. The Compensation Committee currently consists of Rudolf Kägi and Dr. Gero Büttiker.
Chairman of the Compensation Committee is Rudolf Kägi. The Compensation Committee usually meets once per year.
In fiscal year 2010, one meeting took place and it lasted for two hours.
The Compensation Committee advises the Board of Directors on the following subjects:
• Issues regarding principles of human resource management
• Membership in Board of Directors and in Group Management
• Approval of the conditions of employment for members of Group Management with regards to their financial compensation
• Definition of performance-related compensation for the members of the Board of Directors, of Group Management
and of further Executives; definition of the compensation structure in general
3.5 Definition of responsibilities
The Board of Directors of Schulthess Group AG has issued organisational regulations and appointed a separate Board of
Directors for each of the companies within the Holding. In principle, the Board of Directors of Schulthess Group AG has
delegated the responsibilities for daily business operations to the Group Management of Schulthess Group.
Schulthess Group 31
Corporate Governance