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The Articles of Association of the Company requires that the Board of Directors appoints three different committees and determines their duties and powers, which will constitute their respective Charters.
These committees are attributed propositive and advisory functions, more specifically in the field of Audit, Governance and Sustainability, Compensation.
The Company’s Audit Committee is responsible for assisting the Board of Directors’ oversight of: (i) the integrity of the Company’s financial statements, (ii) the Company’s policy on tax planning, (iii) the Company’s financing, (iv) the Company’s applications of information and communication technology, (v) the systems of internal controls that management and the Board of Directors have established, (vi) the Company’s compliance with legal and regulatory requirements, (vii) the Company’s compliance with recommendations and observations of internal and external auditors, (viii) the Company’s policies and procedures for addressing certain actual or perceived conflicts of interest, (ix) the independent auditors’ qualifications, independence, remuneration and any non-audit services for the Company, (x) the performance of the Company’s internal audit function and of the independent auditors, (xi) risk management guidelines and policies, and (xii) the implementation and effectiveness of the Company’s ethics and compliance program.
The Audit Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated 09/09/2013.
Jacques Theurillat, Chairperson
John B. Lanaway
Silke C. Scheiber
Charter of the Audit Committee
The Governance and Sustainability Committee is responsible for, among other things, assisting the Board of Directors with: (i) the identification of the criteria, professional and personal qualifications for candidates to serve as directors of the Company, (ii) periodic assessment of the size and composition of the Board of Directors, (iii) periodic assessment of the functioning of individual Board members and reporting on this to the Board of Directors, (iv) proposals for appointment of executive and non-executive directors, (v) supervision of the selection criteria and appointment procedure for senior management, (vi) monitoring and evaluating reports on the Company’s sustainable development policies and practices, management standards, strategy, performance and governance globally, and (vii) reviewing, assessing and making recommendations as to strategic guidelines for sustainability-related issues, and reviewing the Company’s annual Sustainability Report.
The Governance and Sustainability Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated 09/09/2013.
Alessandro Nasi, Chairperson
Léo W. Houle
Jacqueline A. Tammenoms Bakker
Charter of the Governance and Sustainability Committee
Composition of the Board of Directors: Guidelines
The Company’s Compensation Committee is responsible for, among other things, assisting the Board of Directors in: (i) determining executive compensation consistent with the Company’s remuneration policy, (ii) reviewing and recommending for approval the compensation of executive directors, (iii) administering equity incentive plans and deferred compensation benefit plans, and (iv) discussing with management the Company’s policies and practices related to compensation and issuing recommendations thereon.
The Compensation Committee’s responsibilities are outlined in its charter, established by the resolutions of the Board of Directors dated 09/09/2013.
Léo W. Houle, Chairperson
Jacqueline Tammenoms Bakker
Charter of the Compensation Committee