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CORPORATE GOVERNANCE BarryCallebaut Annual Report2010/11 Urs Widmer Directorsince 2004, Swiss national Urs Widmer will not be available forre-election to the BoardofDirectors at the next Annual General Meeting of Shareholders on December 8, 2011. Urs Widmer (1941) is an attorney at lawwith apractice in Küsnacht, Zurich. Urs Widmer’s professional career began as an assistant to the Executive BoardofAlusuisse.In1974, he joined ATAGErnst&Young,whereheheld various positions.From1974to1980, he worked in the legal department and was promoted to Department Head in 1980. In 1984, he was appointed amember of the Executive BoardofATAGdebis Informatik AG.In1986, he was appointed General Manager of ATAGWirtschaftsinformation Holding AG and member of the Group Executive Board ofATAGErnst &Young AG.Hewas elected amember of the Board of Directors of ATAGErnst &Young AG in 1988 and the Delegate of the Boardof Directors in 1990. He joined the Executive Board ofErnst&Young Europe in Brussels in 1991 and the Global Executive Board ofErnst&Young International, New York and London, in 1994. In 1995, he assumed the position of Delegate and Chairman of the Board ofDirectors of Ernst&Young Holding AG. Urs Widmer was Chairman of the BoardofDirectors of Ernst&Young AG (from 1998 to 2002), and of Bank Vontobel Holding AG and Bank Vontobel AG (from 2003 to 2011); he also served as member of the BoardofDirectors of Helvetia Holding AG (from 2005 to 2011). Urs Widmer is atrustee of various foundations such as Technopark Foundation and Zoo Zurich. Urs Widmer earned adoctorate from the Faculty of LawatZurich University. Functioning of the Board The Board ofDirectors constitutes itself at its first meeting subsequent to the Ordinary General Meeting.The Board elects its Chairman and its Vice Chairman. It meets as often as business requires, but at least four times per fiscal year.The meetings usually takeplace in Zurich. If possible,the Boardmeets once per year at one of the Barry Callebaut production sites and combines this meeting with avisit of the local operation. During this last fiscal year, the Board ofDirectors met six times for regular Board meetings. Four meetings lasted approximately six hours, two meetings lasted three hours,one of which took place in the form of aconference call. In the year under review,the Board held one of the regular meetings in the context of atwo-day visit to the production sites in San Pedro and Abidjan, both in Côte d’Ivoire. The Chairman invites the members to the meetings in writing,indicating the agenda and the motion for resolution thereto.The invitations are sent out at least ten business days prior to the meeting.Each member of the Board can request the Chairman to call ameeting without undue delay. In addition to the materials for meetings,the Board members receive monthly financial reports. 150
CORPORATE GOVERNANCE BarryCallebaut Annual Report2010/11 At the request of one member of the Board, members of the Executive Committee shall be invited to attend meetings.The Board ofDirectors can determine by majority vote that other third parties, for example external consultants, may attend part or all of the meeting.Inthe past fiscal year,the CEO,the CFO and, depending on the agenda items,other members of the Executive Committee or management werepresent at all Boardand Committee meetings. Resolutions are adopted by asimple majority of the Board members present or represented. Members may only be represented by afellow Board member.In the event of atie vote,the proposal is deemed to be not resolved. Resolutions made at the Boardmeetings aredocumented through written minutes of the meeting. Directors may request any information necessary to fulfill their duties. Outside of meetings, any Director may request information from members of the Executive Committee concerning the Group’sbusiness development. Requests for information must be addressed to the Chairman of the Board. TheBoardofDirectors has formed the following committees: Audit,Finance, Risk,Quality &ComplianceCommittee Urs Widmer (Chairman), JakobBaer (member since June 2011; to takeover Chairmanship as from December 8, 2011), Andreas Schmid and Markus Fiechter Theprimary task of the Audit, Finance,Risk, Quality&Compliance Committee (AFRQCC) is to assist the Board incarrying out its responsibilities and make recommendations for the Board’s policy decisions as they relate to the company’s accounting policies, financial reporting,internal control system, legal and regulatory compliance functions and quality management. In addition, to ensure financial risk management, the AFRQCC reviews the basic risk management principles and guidelines, reviews the hedging and financing strategies, reviews the bases upon which the Board ofDirectors determines risk tolerance levels and trading limits, and reviews the appropriateness of the risk management instruments and techniques employed. For details of the risk management system, see note 7tothe Financial Statements of Barry Callebaut AG and notes 27 and 31 to the Consolidated Financial Statements. TheAudit, Finance,Risk, Quality&Compliance Committee assists the Board of Directors in fulfilling its oversight responsibility of the external auditors. The specific steps involved in carrying out this responsibility include recommending the external auditors, reviewing their qualifications and independence, evaluating the audit fees,overseeing the external audit coverage,specifying how the external auditors report to the Boardand/or the Audit Committee,assessing additional nonaudit services, reviewing accounting policies and policy decisions, and reviewing the annual financial statements and related notes. 151
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Barry Callebaut aims to significant
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