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

The Board of Directors may entrust some or several of its Members with the duty to prepare and carry out itsresolutions or to supervise certain matters.According to the current organizational rules enacted by the Board of Directors, the Board of Directors meetsat the invitation of the Chairman, or in the Chairman’s absence, the Vice-Chairman or any other Member ofthe Board of Directors, as often as the Company’s business requires a meeting and in any event at least sixtimes per calendar year. Resolutions of the Board of Directors are passed by way of simple majority of thevote cast. In the case of a tie the Chairman has a casting vote. To pass a resolution validly, the majority ofthe Members of the Board of Directors have to attend the meeting.The Chairman, after consultation with the Chief Executive Officer, determines the agenda for the Boardmeetings. Any Member of the Board of Directors may request the convocation of a meeting or the inclusionof items of business in the agenda. All Members of the Board receive written information on the agenda itemsbefore the meeting in order to be well prepared. The Board of Directors consults external experts wherenecessary when discussing specific topics.In 2009 the Board of Directors held the following meetings:Number of meetings: 8Average meeting time (hours): 4Attendance of Members of the Board of Directors (Meetings):Max-Ulrich Zellweger 8Beat E. Lüthi 8Barry James Mulady 8Harald Rönn 8Geoffrey Scott 83.4.2 Committees of the Board of DirectorsThe Board of Directors has established two committees to further strengthen the corporate governancestructure. The Members of these committees are appointed, as a rule, for the entire duration of their mandateas Director and are re-eligible. The committees constitute themselves each year at the first meeting after theannual meeting of shareholders. In discharging their responsibilities the committees have unrestrictedaccess to the Company’s and the Management’s books and records.Audit CommitteeAccording to the Board regulations, the Audit Committee must be composed of non-executive and independentDirectors. It currently consists of Max-Ulrich Zellweger, Beat E. Lüthi and Harald Rönn and meets asoften as necessary. Usually there will be at least two meetings a year, one for the review of the budget andone for the review of the year-end closing. Furthermore, the audit scope, the audit plan and the audit focuspoints for the year-end closing are presented in such meetings. The audit committee asks the auditors topresent their findings of the year-end closing. Other audit findings either by an external consultant or bythe internal audit team are presented on a case by case basis.36 Uster Technologies Ltd | Annual Report 2009