44 Corporate GovernanceBoard ofDirectorsMembers, activities, and interestsThe Board ofDirectors of <strong>APG|SGA</strong> SA comprises five members.Name Membre since End of termJean-François DecauxJean-François Decaux, Chairman 2002 2014Paul-Henry Binz, Vice-Chairman 1993 2013Gilles Samyn 2008 2014Markus Scheidegger 2000 2015Robert Schmidli 2011 2014General SecretariatMélanie GigerPaul-Henry BinzThe Board members execute additional functions beyond theirresponsibility for <strong>APG|SGA</strong> SA and/or other companies of theGroup and have informed <strong>APG|SGA</strong> SA about such functions.These functions comprise activities within the frameworkof important associations, foundations, or institutions in Switzerlandand abroad, as well as official positions and politicalmandates.Gilles SamynJean-François Decaux (1959)Chairman, non-executive member.French citizen, graduate of the Institut Supérieur de Gestion,Paris (France). Chairman and co-CEO of JCDecaux SA, memberor chairman of the boards of various associated companies of theJCDecaux Group, Paris (France) at home and abroad. Memberof the European Advisory Board ofHarvard Business School.Markus ScheideggerPaul-Henry Binz (1941)Vice-Chairman, non-executive member.Swiss citizen, lic. oec. of the University of Lausanne (HautesEtudes Commerciales HEC), joined the family enterprise Grisoni-Zaugg SA in 1970 as general manager, since 1995 chairmanof the board ofGrisoni-Zaugg SA and Grisobi Holding SA, Bulle,member of Caisse interprofessionnelle AVS delaFédérationdes Entreprises Romandes, Geneva.Robert Schmidli<strong>APG|SGA</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
Corporate Governance 45Gilles Samyn (1950)Non-executive member.Belgian citizen, distribution engineer of the Université Librede Bruxelles (Solvay Brussels School of Economics and Management),vice-president and managing director of CompagnieNationale àPortefeuille, Gerpinnes (Belgium), president and/ormember and respective member of the committees, boardsof directors or supervisory boards of various subsidiaries of CompagnieNationale àPortefeuille in Belgium and abroad, lecturerat the Solvay Brussels School of Economics and Management(ULB).Markus Scheidegger (1965)Non-executive member.Handles executive duties in the subsidiaries Impacta AG andEcofer AG.Swiss citizen, attorney-at-law, managing director of Impacta AGand of Ecofer AG, Bern, two associated companies of <strong>APG|SGA</strong> SA,delegate of the board ofdirectors of Interplakat AG, Bern,member of the board ofdirectors of Polymedia Holding AG, Bern,chairman of the board ofdirectors of Maxomedia AG, Bern,chairman of the board ofdirectors of Serigraphie Uldry AG, Hinterkappelen,member of the board ofdirectors of various SwissSMEs, member of the Legislative Council of BurgergemeindeBern.Robert Schmidli (1950)Non-executive member.Swiss citizen, certified corporate economist with further educationin sales, marketing, management and corporate leadership.Experienced expert in the Swiss media and advertising market.Successful senior management experience at Xerox, Bertelsmannand PubliGroupe AG. Member of the Family Advisory Boardof the Oschmann Group (Müller Medien, Nürnberg, Germany),member of the advisory board ofABTell Wertschöpfungs AG,Cham, member of the corporate advisory board ofDocu MediaGmbH, Rüschlikon, member of the board ofdirectors of search.chAG, and member of the board ofdirectors of Aerzteverlagmedinfo AG, Erlenbach.Elections and terms of officeAccording to the articles of incorporation, the Board ofDirectorscomprises three to five members, who must be appointedfrom among the shareholders and must own at least 100 shares.They are individually elected by the General Meeting of Shareholdersfor amaximum term of three years and may be re-electedwithout restrictions. Members who have reached age 71 are,as ageneral rule, required to resign on the date of the subsequentGeneral Meeting. Afurther continuation of the mandateis possible if it favours asatisfactory continuity of the accurateoperation of the Board ofDirectors.Internal organizational structureAccording to the law and the articles of incorporation, the Boardof Directors is the supreme management body of the Group.It has authority to decide on all matters which, according to thelaw and the articles of incorporation, are not in the competenceof the General Meeting, or which it has not delegated to otherbodies through regulations and decisions. By majority vote itdetermines the strategic, organizational, financial, and accountingguidelines to be followed by the <strong>APG|SGA</strong> Group. In theevent of atie vote, the Chairman does not have acasting vote.The Board ofDirectors elects the chairmen, vice-chairmen, andmembers of the committees for one-year terms.The Board ofDirectors meets as often as business requires butat least once per quarter. Each member of the Board ofDirectorsmay ask the Chairman to call ameeting. In financial <strong>2012</strong>, theBoard ofDirectors held five ordinary meetings with the regularparticipation of Executive Board members. The average durationof individual meetings is one or half aday. Most meetings wereattended by all members of the Board ofDirectors.The Board ofDirectors has appointed two permanent committeesto assist it in its activities: the Audit Committee and theNomination and Remuneration Committee. Their tasks and competencesare defined in the regulations of the Board committeesand encompass primarily functions of assessment, consulting,and supervision. In some individual cases, delegated by theBoard ofDirectors, they also have decision-making powers. Thecommittees prepare the activities of the Board ofDirectors inthe domains assigned to them and directly inform the Board onall important matters.The following members of the Board ofDirectors are representedin the Audit Committee: Binz (chairperson) and Schmidli.The Committee has the following tasks:−tosupervise the independence and efficiency of externalaudits−toreview risk management in the areas of finance andoperations−toreview the organization and efficiency of internal audits,analyze the reports and forward them to the Board ofDirectors−todetermine the investment strategy and the real estate policy−toanalyze the consolidated intermediate and annual statementsand forward them to the Board ofDirectors<strong>APG|SGA</strong> <strong>Annual</strong> <strong>Report</strong> <strong>2012</strong>
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