Edisun Power Europe Ltd. Corporate Governance Report 2010 ...

14 Corporate Governance Report 2010
Election procedure and limits
on the terms of office
The Articles of Association of Edisun Power Europe Ltd.
provide that the Board of Directors consists of three to
nine members. As of December 31, 2010 the Board of Directors
consists of 4 members.
The members of the Board of Directors are elected individually
by the Annual General Shareholders’ Meeting. In
general, each member is elected for a period of one year.
The term ends on the day of the Annual General Shareholders’
Meeting. If, during a term, a substitute is elected
to the Board of Directors, the newly elected member finishes
the term of his predecessor. Re-election for successive
terms are possible.
Allocation of tasks within
the Board of Directors
The Board of Directors appoints itself and names its
Chairman, one or more vice chairman and its secretary.
The secretary need not be a member of the Board of Directors
or a shareholder. Since November 19, 2007,
Christian Witschi, legal counsel to the company, has
been secretary of the Board of Directors.
The adoption of resolutions by the Board of Directors requires
an absolute majority of the votes cast. In a tie
vote, the chairman of the Board of Directors has the deciding
vote. Resolutions on a motion may also be reached
in writing if no member of the Board of Directors objects
to this process. Minutes must be kept of the deliberations
and resolutions and signed by the chairman and
secretary of the Board of Directors.
The allocation of assignments between Board of Directors
and the CEO is defined in the Edisun Power Europe
Ltd. Organizational Regulations. In accordance with the
Organizational Regulations, the Board has appointed an
Audit Committee and a Nomination and Compensation
Committee.
Member list, tasks and area of responsibility
for Board of Directors committees
The duties and authorities of the committees are defined
in the Committee Charters of the Board of Directors of
Edisun Power Europe Ltd.. The committees report to the
Board on their activities and findings. The overall responsibility
for duties delegated to the committees remains
with the Board. The committees have been established
during the course of the initial public offering in September
2008. Until then the entire Board of Directors was in
charge of the duties.
Audit Committee
Since 2010, members of the Audit Committee are Dominique
Fässler (Chairman), Peter Toggweiler and Pius Hüsser.
All members are independent, which ensures the degree
of objectivity required for them to exercise their
functions. The Audit Committee meets at least three
times a year, but as often as required. In the year under
review, three regular meetings of the Audit Committee
were held every 4 months. All of the meetings were attended
by all members of the committee as well as the
CEO/CFO and the CTO as guests. Furthermore, two meetings
were also attended by the lead auditor. The average
duration of the meetings was 2.15 hours.
Within the context of its overall remit, the Audit Committee
assesses on behalf of the Board of Directors the work