Annual Report

Standing committees, composition and procedure
The Audit and the Nomination and Compensation Committees’
areas of responsibility and authority are defined in
the appendix to the HUBER+SUHNER Bylaws. The committees
support the Board of Directors in its supervisory
and control capacities and function mainly as consulting,
assessing and preparation bodies. Each year the Board of
Directors elects the chairmen and members of the two
standing committees.
Audit Committee Nomination and
Compensation
Committee
Dr David W. Syz, President of BoD chairman
Erich Walser, Vice president BoD chairman member
Dr Peter Altorfer, member BoD member
The committees meet as business dictates, but no less than
twice annually. Minutes are taken at every meeting and
sent to meeting participants and all Board members. Committee
chairmen brief the following Board meetings and
put any motions to the entire Board.
Audit Committee
This committee consists of at least two members. It supports
the Board of Directors in supervising accounting,
financial reporting, internal audit and cooperation with
the external auditors. It takes decisions on urgent financial
matters, subject to the approval of the entire Board. Areas
of authority and responsibility allocated to the Board of
Directors by law and by the Bylaws (see paragraph 9, Information
Policy) remain wholly within the Board.
The CFO and CEO, the Head Corporate Controlling and
the external auditors attend committee meetings. The committee
deals with certain agenda items with the external
auditors alone as required. The committee held two halfdaily
meetings in the year under review.
Main tasks of the Audit Committee:
– reviewing accounting functions and observance of regulations
and standards;
– checking annual and interim accounts and other financial
information to be published;
– monitoring risk management and internal control;
– verifying controlling;
– monitoring compliance, particularly regarding SIX
Swiss Exchange;
– monitoring cooperation with independent auditors and
dealing with the independent auditors’ report;
– determining internal audit procedure and dealing with
internal audit reports;
– briefing the Board of Directors on all Audit Committee-related
matters not in the immediate purview of the
Board of Directors.
Corporate Governance
HUBER+SUHNER Annual Report 2010 · Part 2
Nomination and Compensation Committee
Consisting of the Chairman and Deputy Chairman of the
Board of Directors, the committee does preparatory work
regarding nominations and compensation of members of
the Board of Directors and the Executive Group Management.
The committee determines – subject to the approval
of the Board of Directors – annual wage increases and
deals with matters that need to be handled before the next
Board meeting takes place.
Unless their own performance or remuneration are on the
agenda, the CEO and the CHRO (Head of Human Resources)
take part in committee meetings. The committee
held two half-daily meetings in the year under review.
The main duties of the Nomination and Compensation
Committee are
– managing the selection process and putting forward
motions concerning new Board members;
– examining the selection process and main employment
conditions of the CEO and members of Executive
Group Management;
– remuneration recommendations for Board members
and Board committee members;
– examining and recommending remuneration of the CEO
and members of the Executive Group Management;
– examining and recommending annual salary adjustments
(except for Executive Group Management
members);
– examining and submitting the annual wage policy
proposal;
– briefing the Board of Directors on all Nomination and
Compensation Committee matters not within the purview
of the entire Board.
3.5 Definition of areas of responsibility
The areas of authority and responsibility of the various bodies
are set out in the Bylaws (available under http://www.
hubersuhner.com/ie60/hs-u-invest/hs-u-invest-or.htm)
The Board of Directors is responsible for the direction,
supervision and control of Executive Management of the
Group and company. The Board of Directors decides
on all matters other than those reserved or passed on,
by law, the Articles of Association or the Bylaws, to the
General Meeting or other corporate bodies. In particular,
the Board approves the business strategy and organisation
as proposed by Executive Group Management, as well as
budgets, medium-term plans and any other business which,
by its nature or financial import, is considered strategically
significant. For any projects requiring a board decision
written proposals are prepared.
Pursuant to the Articles of Association and the Bylaws, the
Board of Directors has delegated corporate management
responsibility to the CEO.
The Board of Directors periodically examines and amends
the Bylaws.
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