A GLOBAL AMBITION ANNuAL REPORT 2006 - Dufry

Dufry Annual Report 2006 — Corporate Governance
. Election and terms of office
— The Board of Directors shall consist of at least three and at most seven
members.
— Members of the Board of Directors shall be elected for a maximum term
of five years. A year shall mean the period running between one Ordinary
Meeting of Shareholders and the next. Previous resignation and dismissal
may change the terms of office. New members elected during the year shall
continue in office until the end of their predecessor’s term.
— Each year the Board of Directors shall be renewed by rotation, to the extent
possible in equal numbers and in such manner that, after a period of five
years, all members will have been subject to re-election.
— In its Extraordinary General Meeting held on November 23, 2006, Dufry Ltd
established staggered terms of office for the members of the Board of Directors
(see also details in table “Members of the Board of Directors”). At
this Meeting, Mr Carvajal Urquijo was newly elected (individually) into the
Board and the other members of the Board of Directors were re-elected (as
a group) with new terms of office.
— The members of the Board of Directors may be re-elected without limitation.
. Internal organizational structure
The Board of Directors determines its own organization. It shall elect its Chairman
and one or two Vice Chairmen. It shall appoint a Secretary and his substitute,
neither of whom need to be members of the Board of Directors.
The Board of Directors has established the following committees to further
strengthen the corporate governance structure of the Company:
audit Committee
Members: Joaquin Moya-Angeler Cabrera (Chairman), Juan Carlos Torres Carretero,
Mario Fontana.
The Audit Committee assists the Board of Directors in fulfilling its duties of
supervision of management. It is responsible for the review of the performance
and independence of the external auditors, the review of the audit plan and the
audit results and the monitoring of the implementation of the findings by management,
the review of the internal audit function and concept, the assessment
of the risk management, the review of the compliance with the internal audit
and risk management, as well as the review to propose whether the Board of
Directors should accept the Company’s accounts. The Audit Committee regularly
reports to the Board of Directors on its proposals, assessments, findings
and proposes appropriate actions. The Audit Committee generally meets at the
same dates the Board of Directors meetings take place, although the Chairman
may call meetings as often as business requires. The length of the meetings
depends on the issues, but usually lasts for about 3 to 4 hours. The Audit Committee
held 4 meetings during fiscal year 2006.