English - Siegfried

6.3 Linking directorates6.3.1 Corporate linking directoratesBernard A. Siegfried is a member of the Board of Directors ofCamellia, Plc, Linton. Since 2003 he represents the majorityshareholder Camellia Group and the Siegfried family on theBoard of Directors of Siegfried Holding AG.There is no other mutual representation between the boardsof Siegfried Holding Ltd and those of other listed companies.6.3.2 Linking directorates within the BoardAll directorates in other listed companies of the membersof the Board of Siegfried Holding AG are described underSection 6.2 Profiles.6.4 Election and period of officeThe Board of Directors of Siegfried Holding AG is elected bythe General Meeting of Shareholders and subsequently constitutesitself. Members of the board are elected for a periodof three years and can be reelected. Regulations specifythat members must retire from the Board of Directors at theGeneral Meeting of Shareholders following their 68 th birthday.A special ruling can be made for the chairperson or thehonorary chairperson.6.5 Internal organizationThe Board of Directors is responsible for supervision of theGroup and the Divisions. The Board determines groupstrategy, the allocation of resources and the structure of thegroup. It is also responsible for setting the organizationalstructure, accounting, financial control, and financial planning.To the extent it does not exercise these duties itself ordelegate them to the chairperson of the Board of Directors,the Board delegates management of the business to theDivision managers and to the CFO of the Siegfried Group.They are responsible for management of the two Divisions,for the rendering of accounts and controlling, and for allmatters not otherwise delegated to another company bodyby law, statutes or organizational regulations.Decisions are made by the entire Board of Directors. Fourcommittees assist them:– Audit & Finance– Human Resources– Nomination & Compensation– Products & MarketsThe responsibilities and competencies of the committees areset forth in the adjoining excerpt from the company regulationsof the Siegfried Group.During the business year, the Board of Directors met foreight regular sessions, an assessment meeting and a strategyseminar. All members of the Board of Directors (with oneexception) were present. The assessment meeting analyzedthe cooperation within the Board and evaluated how goalswere achieved.During the year, the Audit & Finance committee met fourtimes, the HR committee twice, the Nomination & Compensationcommittee three times, and the Products & Marketscommittee one time. The following table shows the compositionof the Board committees:Committee Chair MembersAudit & Finance Thomas Staehelin Susy BrüschweilerHuman Resources Susy Brüschweiler Felix K. MeyerNomination & Compensation Markus Altwegg Thomas StaehelinProducts & Market Felix Gutzwiller Felix K. Meyer6.6 Management information and control instrumentsInformation is based on monthly reporting that is structuredas follows: results for the Group and the Divisions arepresented in detail and compared with the budget and theprevious year’s results – including a results forecast for theCorporate Governance35