Annual report 2008/09 - Axpo Group

vis-à-vis third parties and deals with
all matters that have not been assigned
to another governing body of the company
by law, the articles of association
or the organizational rules. In addition,
the Board of Directors of Axpo Holding
AG decides on the strategic principles
and planning of the major companies
of the Group and also on measures in
connection with profi t reporting.
The powers and responsibilities
of the Board of Directors and the Executive
Board are set out in the organizational
rules of 4 April 2003. These describe
the non-transferable duties of
the Board of Directors, at the same time
delegating all other business activities
to the Executive Board. The Executive
Board is responsible for the operational
management of the Group, for which
the CEO bears overall responsibility. The
CEO’s responsibilities and powers are
also defi ned in the organizational rules
and in the fi nancial responsibilities
statement of 3 July 2003.
The Board of Directors can only
bind the company legally by way of
joint signature, with a minimum of two
signatures.
Management information
and controlling tools
The CEO regularly updates the Board
of Directors on business performance
and important events. The Board has
the following tools at its disposal for
monitoring and supervising the Executive
Board and executive management:
− internal quarterly, half-yearly
and annual reports
− strategic planning (Group strategy
and goals)
− long-term fi nancial plan (planning
horizon ten years),
− annual budget (planning horizon
one year, plus a further two years)
− comprehensive auditors’ report
to the Board of Directors,
− reports of the CEO.
The Board of Directors has entrusted
PricewaterhouseCoopers with the function
of internal auditor. It carries out
its audits in accordance with an audit
plan laid down by the Audit and Finance
Committee. The area of competence
of the internal auditor basically covers
all Group companies.
In addition, the Board of Directors
is represented on the Corporate
Risk Council in the person of Rudolf
Hug, member of the Audit and Finance
Committee. The Corporate Risk Council
met twice in the reporting year.
Internal organization
The Board of Directors constitutes
itself and elects its Chairman and
Vice-Chairman. In addition, the Board
can appoint a secretary, who need not
be a member of the Board of Directors.
The Board of Directors can set up
committees and confer special duties
and powers on these committees. There
are currently four standing committees,
which analyze in greater depth
the business- or personnel-related
decisions made by the Executive Board.
The committees report to the Board
of Directors to allow it to prepare its
resolutions and exercise its supervisory
functions and make recommendations
regarding various business- and
personnel-related matters. Specifi cally,
the committees have the following
main functions:
Axpo issues transparent,
active and honest information
on the Group, its
objectives and specifi c
events. Its dialogue with the
public enhances the Group’s
credibility and promotes
understanding of its business
policies.