Annual Report 2012 - APG|SGA

46 Corporate GovernanceIn the year under review, the Audit Committee held two ordinarymeetings (in February, November) with participation of theCEO and the CFO. At one meeting, the external auditors werepresent.The following members of the Board ofDirectors are representedin the Nomination and Remuneration Committee:Schmidli (chairperson) and Binz. This committee reviews:−the remuneration policy−the selection criteria for the members of the Executive Board−their basic conditions of employment−the proposals regarding their remuneration and participation−management development and succession planningIn the year under review, the Nomination and RemunerationCommittee held one meeting (in November), with participationof the CEO, the Head of Human Resources, and the CFO.In order to ensure continuous improvement in its work, theBoard ofDirectors conducts an annual self-evaluation procedure.Delimitation of the areas of responsibility betweenthe Board ofDirectors and the Executive BoardThe Board ofDirectors decides on all matters entrusted to it bylaw, the articles of incorporation, and the organization regulations.Implementing and complementing Article 716a of theSwiss Code of Obligations and Article 27 of the articles of incorporation,the following decisions in particular are the exclusiveresponsibility of the Board ofDirectors:−Determination of business policies and financial strategies−Approval of sales, cost, and investment budgets of theAPG|SGA Group−Establishment, acquisition, sale, liquidation, or merger ofsubsidiaries−Exercise of voting rights in the general meetings of the subsidiariesand drafting of the recommendations to privateindividuals who represent the company on the boards of directorsor in other bodies of subsidiaries−Conclusion of loan contracts (whether as lender or borrower),contracts of surety, orany other form of guaranty contracts –excluding concession contracts –which involve obligationsby the company toward third parties in excess of CHF 2million−Conclusion of contracts for non-budgeted items where theamount exceeds CHF 1millionThe Board ofDirectors has entrusted the Executive Board,under the direction of the CEO, with management of currentoperations. The Executive Board isresponsible for all matterswhich, according to law, the articles of incorporation, or the organizationregulations, are not in the competence of the Boardof Directors or any other body of the company.Information and control instruments vis-à-visthe Executive BoardIn addition to the tasks assigned to the Audit and the Nominationand Remuneration Committees, the Board ofDirectors isprovided at every meeting with the relevant information pertainingto management, revenue, and profit of each associatedcompany. The Board ofDirectors is informed orally and in writingabout the following financial data for each associated companyand for the corporation as aconsolidated whole:−quarterly, semiannual and annual statements (balance sheet,statement of income, cash flow)−annual budget figures, regular comparisons of actual withbudgeted figures, and projections−three-year medium-term planning−extraordinary occurrencesIn addition, the Chairman of the Board ofDirectors is in constantcontact with the CEO. Extraordinary occurrences must bereported immediately by the members of the Executive Board tothe CEO, who shall immediately inform the Chairman of theBoard ofDirectors. If required, the Chairman of the Board ofDirectors participates in the meetings of the Executive Board.With the consent of the Chairman, each member of the Board ofDirectors may request that management provide informationon the Group’s business performance, as well as access to recordsand documents. The Board ofDirectors assigns signatory powersto staff members. As arule signatory powers are collective(two signatures required).APG|SGA Annual Report 2012