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

16 Corporate Governance Report 2010
tion or the organizational regulations. The specific
tasks and areas of authority are specified in the organizational
regulations and in the annex to the Company’s
organizational regulations. Interested parties may find
the respective documents on our website at www.edisunpower.com/en/home-en/investors-en/corporategovernance-en/board-of-directors-and-executiveboard.
The primary tasks reserved for the Board of
Directors are the definition of principles and decisions
concerning the subjects of corporate strategy, financial
planning, organizational structure, human resources
policy and oversight of top management. The
Board of Directors is also responsible for the preparation
of the annual report, the preparation of the shareholders’
meeting and the implementation of the resolutions
adopted at shareholders’ meetings. Last but not
least, the board approves the formal risk assessment
which is required by Article 663b of the Swiss Code of
Obligations. The Board has approved the design, implementation
and maintenance of the Internal Control
System required under applicable law.
Information and controlling instruments
vis-à-vis the Management Board
The Chairman and/or other members of the Board of Directors
may attend the bi-weekly meetings of the Management
Board. During the Board and committee meetings,
the Management Board reports regularly on the
Board of Directors about the course of business. In case
of extraordinary events, the Management Board is to inform
the Board of Directors immediately. In connection
with meetings of the Board of Directors, the individual
members of the Management Board report to the Board
of Directors on their respective business areas.
The standardized quarterly reporting of the Group consists
of management reporting and consolidated accounting.
This data is compiled for the Group and compared
to the previous year and the budget. The resulting
analysis and action taken are analyzed quarterly by the
Management Board. Complete consolidated financial
statements under IFRS are prepared on a semi-annual
basis. The quarterly reports and the financial statements
are submitted to the Board of Directors.
Risk management analyzes the Group’s overall risk exposure
and supports the strategic decision-making process.
Therefore, it is closely linked with the Group’s strategic
management process. The types of risks considered
are market, business environment, operations, financial
(including currency, interest, cash-flow and liquidity
risks), compliance and reputational aspects. For further
information on financial risks please refer to pages 37 to
38 of the financial report. The examination of risk exposure
is, however, not restricted to an analysis of threats,
but also identifies possible opportunities. The Board of
Directors analyzes the Group’s risks at least once a year
and discusses them with the Management Board in the
context of a strategic meeting.