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Autoneum Annual Report 2016
Corporate Governance
addition, four telephone conferences were
held. 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 informa-
tion 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 appoints an Audit, a Nomination
and a Strategy Committee from among its mem-
bers 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 responsibili-
ties. The members of the Compensation Commit-
tee are 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 develop recommendations for
the Board of Directors and to prepare minutes of
their meetings.
·
·
signature regulations and allocation of
authority of Autoneum Holding Ltd;
·
·
principles of internal audit;
·
·
principles of compliance management
·
·
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
Annual General Meeting. Apart from this,
the Board of Directors is self-constituting. The
Board of Directors appoints a secretary who
need not to 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 2016, the members of the Board of Directors
met for five regular meetings, each of which
lasted around half a day. One visit was held
abroad and was followed by a visit to a produc-
tion plant. The attendance rate was 97%. In
Once a year the Board
of Directors carries
out a self-assessment.