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Members (as of 13 March 2008)
Kurt E. Siegenthaler Swiss, doctorate in biochemistry II University of Zurich, graduate in economics University of Basel
Thomas W. Hauser
Swiss citizen, mechanical engineer Swiss Federal Institute of Technology (ETH) Zurich, MBA INSEAD Fontainebleau
Ernst Bärtschi
Swiss citizen, lic. oec. HSG, University of St. Gallen
Thomas W. Bechtler
Swiss citizen, doctorate in law, University of Zurich, LL.M. Harvard University
Rolf Broglie
Swiss citizen, Industrialist
Claude R. Cornaz
Swiss citizen, mechanical engineer Swiss Federal Institute of Technology (ETH) Zurich
Anita Hauser
Swiss citizen, lic. rer. publ. HSG University St. Gallen, MBA INSEAD Fontainebleau
Heinrich Spoerry
Swiss citizen, lic. oec. HSG University St. Gallen
Erwin Stoller
Swiss citizen, mechanical engineer Swiss Federal Institute of Technology (ETH) Zurich
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Independence All directors, with the exception of Kurt E. Siegenthaler, are also independent, i.e. they have not been members of the management of Bucher Industries for the last three years and also do not have a material business relationship with the group. Kurt E. Siegenthaler was the nonexecutive chairman of the board in the reporting year. He is not considered to be independent because he held an executive position as division president of Emhart Glass until the end of 2005.
Elections and terms of office
Members of the board are elected individually for staggered three-year terms. They are required to retire at the next annual general meeting of shareholders after reaching the age of 70. There are no other statutory restrictions regarding the term of office. Rudolf Hauser, the former chairman of the board of directors, left the board at the annual general meeting of 12 April 2007 as he had reached the age limit. Kurt E. Siegenthaler, former member of the board, took over as chairman of the board as from this date. During the year under review, Thomas W. Bechtler and Rolf Broglie were re-elected and Anita Hauser was elected to the board for the first time.
Internal organisation
The board determines the strategic direction of the company and supervises its management as provided in the Swiss Code of Obligations, the articles of association and the internal rules of organisation, available under www.bucherind.com. It meets as often as business requires, holding at least six scheduled meetings each year. It met six times in the reporting year. The meetings are usually attended by the chief executive officer, the chief financial officer and by other members of group management, depending on the items on the agenda. The secretary to the board records the discussions and resolutions in the minutes of the meeting. Each meeting lasts at least half a day, and the annual strategy meeting two days.
Committees
To assist in its duties, the board has appointed an audit committee, a compensation committee and a nomination committee from among its members. The committees report to the full board on their activities, results and proposals. The board has overall responsibility for the tasks assigned to the committees. The term of office of the committee members begins with the annual general meeting and lasts until the next annual general meeting. Minutes are kept of business conducted and resolutions passed at committee meetings.
Audit Committee
The audit committee is composed of Rolf Broglie (chairman), Claude R. Cornaz and Erwin Stoller. All of its members are non-executive and independent. The role of the audit committee is to ensure a comprehensive and effective audit programme for the Group, receive reports from the statutory and group auditors, review their independence and performance, fix their remuneration and recommend their appointment. It approves the audit priorities each year, evaluates the audit plan and discusses the audit findings with the auditors. The chairman of the board, chief executive officer, chief financial officer, and representatives of the auditors attend the meetings in a consultant capacity. The audit committee holds at least two meetings each year. It met three times in the reporting year.
Compensation Committee
The compensation committee is composed of Kurt E. Siegenthaler (chairman), Thomas W. Bechtler and Thomas W. Hauser. The three committee members are non-executive and two of them are independent. The compensation committee is responsible for fixing the compensation of the group management, determining policy on senior execu tive compensation and recommending the compensation paid to members of the board. The chief executive officer attends the meetings in a consultant capacity, except for when his own compensation is being determined. The compensation committee holds at least one meeting each year. It met once in the reporting year.
Nomination Committee
The nomination committee is composed of Kurt E. Siegenthaler (chairman), Thomas W. Bechtler and Thomas W. Hauser. The three committee members are non-executive and two of them are independent. The nomination committee determines the selection policy for members of the board and group management, carries out the selection procedure and nominates and recommends candidates to the board of directors. No other persons attend the meetings of this committee. The nomination committee holds at least one meeting each year. It met once in the reporting year.
Definition of areas of responsibility
The board has delegated the Group's operational management to the chief executive officer and group management. Their authority and responsibilities are set out in the internal rules of organisation. A short version of the rules of organisation is available as a PDF document at the Bucher Industries website, www.bucherind.com, under Investor Relations/Corporate Governance. The board's role is to monitor and control the operational management.
Information and control systems relating to group management
As part of the management reporting system, the board receives monthly key figures and quarterly consolidated financial statements including management comments on key figures and other important business issues, all of which keep the directors informed about operational performance and key performance indicators within the Group, the divisions and important group companies. Deviations from the budget and three-year mediumterm planning are analysed on the basis of overall market performance, and action taken by the management is evaluated. In addition, the board of directors is informed at each meeting about the course of business, important projects and risks. Once a year it undertakes an in-depth assessment of the Group's risk situation on the basis of a risk report. Written proposals are prepared for any major projects requiring a board decision.
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| Corporate governance 2007 (155 KB) |