We make our customers successful. - Oerlikon Barmag

The CEO as Delegated Member regularly attends Board meetings, as does the CFO who has been
elected as Secretary.
Heads of strategic business units and business unit managers are regularly invited to present their
budgets and strategic plans to the full Board.
3.6 Definition of areas of responsibility. While the Board of Directors has delegated the executive
management of the company and the group to the CEO and to the Senior Management, the following
decisions remain with the Board:
> Define the ultimate direction and strategy of the group.
> Determine the top level organizational structure of the group.
> Approve the yearly budgets and annual reports, reporting and accounting policies.
> Based on recommendations of the Audit Committee and the work of Internal Audit, ensure that internal
control systems of the group are adequate.
> Determine the appropriate capital structure.
> Appoint and remove members of the Senior Management, assess the next lower level of Senior
Management. Discuss on an annual basis as part of a strategic management development process
(SMD) the reviews of upper management levels. The focus is on key management positions of Saurer
and its business units.
> Elect the Chairman and Deputy Chairman as well as the Chairman of the Audit Committee.
> Decide about the establishment of a Committee of the Board (see 3.5.2.).
> Decide about subsidiaries, investments, acquisitions, financial market transactions, financing, assuming
liabilities and granting of guarantees if they exceed certain limits that have been delegated to
the CEO. While the limit for raising external financing on an aggregate basis below CHF 50 million has
been delegated to the CEO, all other limits of delegation to the CEO are CHF 15 million or lower.
3.7 Information and control instruments. Saurer’s reporting system uses professional consolidation
software. Income statements and full balance sheets are reported and consolidated on a monthly basis,
including other information pertinent to an up-to-date controlling system, such as sales and margin
details, headcount and capital spending.
While a yearly budget is established and approved in the period of October to December of the prior
year, updated year-end projections are reported four times a year.
Specific treasury information is reported on a weekly and monthly basis.
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