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3.5.2 Committees.
Audit Committee. The members of the Audit Committee are:
Prof. Dr. Günther Schuh Chairman
Ulrich Schmidt Member
Günther Schultz, external consultant, who is not a member of the Board of Directors, but has a contractual
consulting relationship.
Mr. Schultz, Swiss Certified Public Accountant, is a retired partner of KPMG, Zurich. He was previously head of
Auditing Services of KPMG Switzerland and Chairman of the Swiss Institute of Certified Public Accountants.
The Audit Committee advises and supports the Board in all matters related to external audit, internal audit, risk
management, accounting policies and practices and compliance with adopted accounting standards.
Committee of the Board. A Committee of the Board, consisting of three members, can be appointed
if the Board has seven or more members and if the Board so decides. The Board can delegate certain
functions to this committee. While the Committee of the Board is defined in the internal regulations, in
the past it has not been appointed.
Other Committees. Given the small size of the Board, important matters such as nomination, compensation
and management development are discussed by the full Board of Directors.
If fast and decisive action is required, the Board has on rare occasions in the past appointed ad-hoc
committees for certain limited tasks. For several months at the end of 2001 and early 2002 the Board
established a committee to review restructuring projects.
3.5.3 Work methods of the Board. The Board meets as often as the business requires, but no fewer
than four times per fiscal year. Board meetings last from one to two days.
A quorum of a majority of the Directors is required for resolutions to be valid. Resolutions are adopted
by simple majority, with the Chairman casting the decisive vote in case of a tie.
The Audit Committee normally meets three times a year, but not less than twice. Meetings last usually
for half a day. The Chairman of the Audit Committee reports about issues and decisions to the full
Board at the next Board meeting.
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