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Annual Report 2002

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Walo Frischknecht (born October 7, 1946; Swiss citizen)<br />

is a Board member as well as a member of the Audit<br />

Committee of VP Bank. He is Head of the Executive Board<br />

of BZ Bank Aktiengesellschaft, Wilen, a subsidiary of BZ<br />

Group Holding AG, Wilen (see point 1.2, ‘Significant<br />

shareholders’); Chairman of the Board of both Fundus<br />

Holding AG, Wilen, and Fundus Treuhand AG, Zürich;<br />

a board member of Allhost Holding, Wilen; as well as a<br />

trustee of the Frauenwinkel Foundation, Freienbach.<br />

Mr. Frischknecht is also a member and vice president<br />

of the Education Council of the Canton of Schwyz.<br />

Parallel to his career activities, Mr. Frischknecht completed<br />

various study programs and received the following<br />

degrees: Certified Business Economist KSZ, Certified<br />

Public Accountant, Certified Bookkeeper/Controller, as<br />

well as certification as a controller from the Controller-<br />

Akademie, Gauting (D).<br />

Mr. Frischknecht’s career has included positions at Price<br />

Waterhouse, Zurich, Revision AG, Zurich, as well as Bank<br />

Leu AG in Zurich where he was active as an auditor, controller<br />

and head of the accounting department. In addition,<br />

he was Group Controller of Leu Holding AG, Zug, and BZ<br />

Trust AG, Wilen.<br />

Outside of his professional activities, Mr. Walo Frischknecht<br />

from 1990 through 1996 was purser of the Municipal<br />

Council of Freienbach SZ, as well as mayor of that town.<br />

Prof. Dr. Beat Bernet (born December 7, 1954; Swiss<br />

citizen) is a member of the Board of Directors of VP Bank.<br />

He is a director of the Swiss Institute of Banking and Finance<br />

at the University of St. Gallen, as well as co-proprietor and<br />

Chairman of the Board of RUF Datensysteme AG, Schlieren.<br />

Dr. Bernet built up an international consulting organisation<br />

focused on banking and finance that today caters to more<br />

than 120 banks in ten countries. He also heads a number<br />

of major international projects in the areas of banking strategy<br />

and banking technology.<br />

Upon completing his studies in economics at the University<br />

of Zurich, where he majored in management, banking and<br />

accounting, he received his Dr. oec. publ. degree in 1981.<br />

In 1995, Dr. Bernet promoted to professor at the University<br />

of St.Gallen (HSG) and, in 1996, he was appointed Professor<br />

of Economics at HSG with special focus on banking.<br />

3.2 Other activities and vested interests<br />

The outside activities of Board members and any vested<br />

interests they may have can be ascertained from the<br />

biographies shown under point 3.1, above.<br />

As is customary for a universal bank, VP Bank maintains<br />

business relationships with numerous domestic and international<br />

companies. That also applies with regard to the<br />

natural persons and legal entities with whom the Board<br />

members are closely related. These business relationships<br />

in no way impair the independence or objectivity of the<br />

members of the Board of Directors.<br />

3.3 Cross-involvement<br />

No interlocking directorates exist among the Board members<br />

of VP Bank AG and any other listed companies.<br />

3.4 Elections and term of office<br />

Details on the election and terms of office for current<br />

members of the Board of Directors can be found in the<br />

table included in point 3.1, above. Pursuant to Art. 16 of<br />

the company’s articles of incorporation, the Board of<br />

Directors comprises a minimum of five members, each of<br />

whom is elected to a three-year term of office. Re-election<br />

is permissible.<br />

The Board elects the Chairman and Vice-Chairman from<br />

among its members for a term of office of three years.<br />

Re-election is permissible. The majority of Board members<br />

must be citizens of Liechtenstein.<br />

3.5 Internal organisational structure<br />

The internal organisation of the Board of Directors is<br />

governed by Arts. 16-19 of the articles of incorporation,<br />

as well as by the company’s Organisation and Business<br />

Rules (hereinafter, ‘OBR’).<br />

Pursuant to the provision of the articles of incorporation<br />

and OBR, the Board of Directors decides on the overall<br />

strategy, the medium- and long-term objectives, as well<br />

as the management guidelines of the VP Bank Group.<br />

At the proposal of the Board of Management, the Board<br />

decides on the annual budget (consolidated and at Group<br />

level), significant projects, individual company balancing<br />

and group financial statements, as well as important personnel-related<br />

issues.<br />

annual report <strong>2002</strong> | vp bank | page 35

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