Annual Report 2011 - Hong Kong Monetary Authority

3.2. Other activities and vested interests
Luc Argand is Chairman of the Geneva Notaries’ Supervisory
Commission.
3.3. Election and terms of the Directors
The Directors are elected for three-year terms until they reach
the age of 70 during the calendar year when their term
ends. Thereafter they may be elected for one-year terms.
The average age of the Directors presently stands at 66.
The following table provides details of the length of Board
members’ current terms
Director Member
of the Board
since
Term
ends
Baron Benjamin de Rothschild 1985 2012
* M. E. Trevor Salathé 1959 2012
Baronness Benjamin de Rothschild 2009 2012
M. John Alexander 1) 1994 2012
* M. Luc J. Argand 1993 2014
* M. Walter Blum Gentilomo 1) 1994 2012
* M. Michel Cicurel 1999 2014
* M. Manuel Dami 1) 1997 2012
* M. François Hottinger 1969 2014
* M. Klaus Jenny 2010 2013
M. Jean Laurent-Bellue 2011 2014
* M. Veit de Maddalena 2009 2012
* M. Jacques-André Reymond 1996 2012
* M. Guy Wais 1) 1994 2012
* Fulfil the independence requirements provided in FINMA circular 08/24
“Supervision and internal control - banks”.
Members of the Board of Directors are elected by individual
ballot at an Annual General Meeting of shareholders.
1) = until 26 April 2012
3.4. Organisational structure
Board of Directors
The Bank’s Bylaws (for full details see our website www.
edmond-de-rotschild.ch, About Us / Investor Relations/Legal
Documents, direct link: http://www.edmond-de-rothschild.
ch/presentation/documents/legal-documents/bylaws.pdf)
provide as follows:
1. In addition to its wealth management and securities
dealing core business, the Bank operates as the parent
company of a banking and financial group as defined in
Swiss legislation and rules on banking. As a result, the
duties and powers of the Bank’s governing bodies have
increased (art. 2.1. of the Bylaws);
2. The Bylaws state the required level of skills, experience,
diligence, availability, loyalty and independence for each
governing body (art. 1.4., 3 and 4 of the Bylaws);
3. The Bank points out that the members of its governing
bodies must organise their personal and work relationships
so as to avoid as much as possible any conflict of
interests with the Bank and the banking and financial
group of which it is the parent company;
4. Both for itself and for the banking and financial group of
which it is the parent company, the Bank broadens the
duties and reinforces the powers of the Audit Committee
(art. 3.3.2. of the Bylaws) and the Internal Auditors (art. 4
of the Bylaws), as well as of the Compliance Office and
Risk Management Department (art. 3.1.2. of the Bylaws);
5. The Bank consolidates the internal monitoring, information
management, reporting (art. 3.4.2. of the Bylaws) and
risk management systems (art. 3.1.2 of the Bylaws);
6. Finally, in a document appended to the Bylaws the
Bank’s Board of Directors sets out its policy in detail
regarding counterparty, market, reputational and operating
risks (art. 5 and 8 of the Bylaws).
The Board of Directors, made up of 14 members, is chaired
by Baron Benjamin de Rothschild. E. Trevor Salathé and
Manuel Dami 1) respectively hold the offices of Vice-Chairman
and Secretary. The Board of Directors operates as a collegial
body. Resolutions are passed by an absolute majority of
CORPORATE GOVERNANCE 33