Annual Report 2015

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55 Autoneum Annual Report 2015 Corporate Governance
cation, analysis and control as well as risk
reporting. Refer to pages 74–77 for details of
this risk management process and on financial
risk management.
The members of the Audit Committee, the
CEO, the CFO and appointed members of the
management receive the internal audit reports.
Internal audit conducted twelve regular audits
in 2015. The results were discussed in detail with
the Business Groups and the companies con-
cerned, and appropriate measures have been
initiated and monitored accordingly.
Code of Conduct
The Code of Conduct is an integral part of
every employment contract of every employee.
The Code of Conduct is explained to employ-
ees in the individual units, and compliance
with the same is verified regularly in the
context of internal audits and by additional
audits. The Code of Conduct can be found
at
code-of-conduct/.
4 Group Executive Board
The Group Executive Board had six members
on December 31, 2015: the CEO, the CFO
and the four Business Group Heads. For addi-
tional information about the Group Executive
Board members please refer to pages 56 and 57.
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association11 ,
no member of the Group Executive Board
may assume more than four additional man-
dates and no more than five of these may
be held with listed companies which are to be
approved by the Board of Directors prior to
the acceptance. 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
Group Executive Board 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 regis-
tered in the commercial register or an equivalent
register abroad count as mandates.
Management contracts
There are no management contracts between
Autoneum Holding Ltd and third parties.
5 Remuneration, shareholdings and loans
The content and process for determining remu-
neration and equity participation programs as
well as information on the remuneration, share-
holdings and loans of the Board of Directors
and the Group Executive Board can be found
in the Remuneration report on page 104.
11