Annual Report 2015

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49 Autoneum Annual Report 2015 Corporate Governance
ing the reporting period. The members of
the Board of Directors and the companies repre-
sented by them do not have any significant
business relationships with companies of the
Autoneum Group (but see page 100).
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association7,
no member of the Board of Directors may
assume more than fifteen additional mandates
and no more than five of these may be held
with listed companies. This restriction does not
apply to (a) mandates held with companies
that control or are controlled by Autoneum
Holding Ltd; (b) mandates assumed by a member
of the Board of Directors by order of Autoneum
Holding Ltd or companies under its control; (c)
mandates held with companies that do not
qualify as companies within the meaning of Art.
727, para. 1, clause 2 of the Swiss Code of
Obligations; (d) mandates held with nonprofit
organizations and foundations as well as
pension funds. The number of mandates pursuant
to (c) and (d) is limited to a total of 20.
Mandates held with various legal entities
that are under joint control or controlled by the
same beneficial owner count as one mandate.
Mandates held with the supreme management
or administrative body of a legal entity that
is required to be registered in the commercial
register or an equivalent register abroad count
as mandates.
Election and term of office, principles of the
election procedure
The Chairman and the other members of the
Board are elected individually by the General
Meeting and for a one-year term of office,
meaning from one Annual General Meeting
to the next one.
Board members can be reelected. They
retire at the Annual General Meeting following
their 70 th birthday, although the Board of
Directors can lift the age limit in individual
cases. Nominations for election to the Board
of Directors are made with due regard for
the balanced composition of this body, taking
industrial and international management
experience and specialist knowledge into account.
Internal organization
The Board of Directors is responsible for the
business strategy and supervisory management
of the Autoneum Group and Group companies.
It exercises a supervisory function over
the persons who have been entrusted with the
business management.
The Board of Directors is responsible for all
transactions that are not explicitly reserved for
the General Meeting or other bodies according
to the law, the Articles of Association7 and the
Organizational Regulations 8. It prepares the
Annual General Meeting and makes the neces-
sary arrangements for implementing resolutions
adopted by the Annual General Meeting. The
Board of Directors has the following decision-
making authority:
· · composition of the business portfolio and
strategic direction of the Group;
· · definition of the Group structure;
· · appointment and dismissal of the members
of the Group Executive Board;
· · definition of the authority and duties of the
Chairman and the committees of the Board
of Directors as well as the CEO and CFO of the
Autoneum Group and the Business Group
Heads;
· · organization of accounting, financial control
and financial planning;
· · approval of strategic and financial planning,
the budget and the Annual Report
with business review, financial statements,
consolidated financial statements and
Remuneration report;
· · principles of financial and investment policy,
personnel and social policy, management and
communications;
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