Uster Technologies Ltd | Annual Report 2009 Uster Technologies ...

3.3 Elections and Terms of OfficeThe articles of association of Uster Technologies Ltd provide that the Board of Directors may consist of aminimum of three Members and a maximum of nine Members. Members of the Board of Directors are appointedand removed exclusively by shareholders’ resolution. The elections are held individually. Theirmaximum term of office is three years, re-election is allowed.3.4 Internal Organization3.4.1 Duties and Operating Principles of the Board of DirectorsThe Board of Directors is entrusted with the ultimate direction of Uster Technologies Ltd and the supervisionof the Executive Committee. The Board of Directors’ non-transferable and irrevocable duties include thefollowing:• The ultimate direction of the Company and the issuance of the necessary directives;• The determination of the organization, including the adoption and revision of the organizational rules;• The organization of the accounting system, the financial control as well as the financial planning;• The appointment and dismissal of the persons entrusted with the management of the Company as well asthe determination of the signatory power;• The ultimate supervision of the persons entrusted with the management of the Company;• The responsibility for the preparation of the annual report and the Shareholders’ meeting as well as theimplementation of the resolutions adopted by the meeting of Shareholders;• The passing of resolutions regarding the supplementary contribution for shares not fully paid up and ofthe corresponding amendments to the articles of incorporation;• The passing of resolutions concerning an increase in share capital to the extent that such power is vestedin the Board of Directors and of resolutions concerning the confirmation of capital increases and correspondingamendments to the articles of incorporation as well as making the required report on the capitalincrease;• The notification of the judge in case of over-indebtedness of the Company;• The adoption of and any amendments or modifications to any equity incentive plan, stock option agreement,restricted stock purchase agreement, etc.;• The decision regarding entering into any financing arrangement in excess of CHF 10.0 million includingloan agreements, credit lines, letters of credit or capitalized leases;• The issuance of convertible debentures with option rights or other financial market instruments;• The approval of the business strategy and the approval and adoption of the budget of the Company;• The approval of any transaction exceeding the amount of CHF 10.0 million which is not in accordance withthe budget.Corporate Governance 35