Annual Report 2016

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53 Autoneum Annual Report 2016 Corporate Governance
represented by them do not have any significant
business relationships with companies
of the Autoneum Group (but see page 109).
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,
running from one Annual General Meeting to
the next.
Board members can be reelected. They
retire at the Annual General Meeting following
their 70 th birthday, unless the Board of Directors
has lifted the age limit in individual cases. For
Michael Pieper, the Board of Directors has made
this limit void and proposed him to the share-
holders for reelection in view of his outstanding
personal commitment and significant share-
holding in the Company, which is obviously
supporting the further development of Autoneum.
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 the overall 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 ac-
cording to the law, the Articles of Association 7
and the Organizational Regulations8 . It prepares
the Annual General Meeting and makes the
necessary 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; 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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