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Autoneum Annual Report 2015
Corporate Governance
The agendas for the Board meetings are drawn up
by the Chairman. Any member of the Board can
also propose items for inclusion on the agenda.
Board meetings are generally also attended by
the CEO and the CFO while the other members of
the Group Executive Board attend as necessary
regarding business matters concerning them. They
give an overview of the results, outlook and
budget of their operating units, and present those
projects requiring the approval of the Board
of Directors.
Once a year the Board of Directors reviews
its performance, internal working methods and
cooperation with the Group Executive Board. This
takes the form of a self-assessment and includes
an assessment of the state of information of
Board members with regard to the Group and its
business development.
Should there be a conflict of interest in the
course of making decisions on business matters
and items on the agenda, the respective Board
member must stand aside prior to discussion of
the matter in question and abstain from voting
when passing a resolution.
Committees
Besides the Compensation Committee the Board
of Directors has appointed an Audit, a Nomina-
tion and a Strategy Committee from among its
members in order to assist it in its duties.
The committees are fundamentally advisory and
preparatory bodies and have no decision-making powers; resolutions are passed by the
Board as a whole. Each committee has written
terms of reference specifying its tasks and
responsibilities. The members of the Compensa-
tion Committee have been elected by the Annual
General Meeting. The Chairman and further
members of the other committees are elected by
the Board of Directors. The committees meet
regularly and are required to prepare minutes
of their meetings and recommendations for
perusal at the regular meetings of the Board of
Directors.
·
·
signature regulations and allocation
of authority of Autoneum Holding Ltd;
·
·
principles of internal auditing;
·
·
decisions on investment projects involving
expenditure in excess of CHF 10 million;
·
·
issuance of bonds and other significant
financial market transactions;
·
·
incorporation, purchase, sale and liquidation
of subsidiaries.
The Board of Directors comprises the Chairman,
the Vice Chairman and the other members.
The Chairman of the Board of Directors and the
members of the Compensation Committee are
elected for a one-year term of office by the
General Meeting. Apart from this, the Board of
Directors is self-constituting. The Board of
Directors appoints a secretary who need not be
a member of the Board of Directors. The Vice
Chairman deputizes for the Chairman in his
absence. The Board of Directors has a quorum
if the majority of members are present or if
the Board members are able to communicate
with each other by telephone, video conference,
Internet or other electronic means. Motions of
the Board of Directors are approved by a simple
majority of the votes of the members present.
In the case of a tie, the Chairman has the casting
vote.
In 2015, the members of the Board of Directors
met for five regular meetings. They all lasted
around half a day, one of which was held abroad
followed by a visit of a production plant.
The attendance rate was 93%. In addition, four
telephone conferences were held.
Once a year the Board
of Directors carries
out a self-assessment.