Annual Report 2016

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59 Autoneum Annual Report 2016 Corporate Governance
system for risk monitoring in connection with
business activities, which covers risk identifi-
cation, analysis and control as well as risk
reporting. Refer to pages 79–83 for details
on 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 2016. The results were
discussed in detail with the Business
Groups and the companies concerned, and
appropriate measures have been initiated
and monitored accordingly.
Compliance Program and Code of Conduct
The Compliance Program of Autoneum is aimed
at steering compliance with laws and regulations
in order to ensure a proper management of the
Group and initiates measures for avoidance and
early detection of infringements. The Code of
Conduct is an integral part of the employment
contract of each employee. Further information
on compliance and the Code of Conduct can be
found at
autoneum/compliance.
4 Group Executive Board
The Group Executive Board had six members on
December 31, 2016: the CEO, the CFO and the
four Business Group Heads. For additional
information about the Group Executive Board
members please refer to pages 60 and 61.
Permissible activities outside the
Autoneum Group
According to §20 of the Articles of Association10 ,
no member of the Group Executive Board may
assume more than four additional mandates and
no more than two of these may be held with listed
companies that are to be approved by the Board
of Directors prior to the acceptance. This restric-
tion 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 non-profit
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.
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
remuneration and equity participation programs
as well as information on the remuneration,
shareholdings and loans of the Board of Directors
and the Group Executive Board can be found in
the Remuneration Report from page 116 onwards.
6 Shareholders’ participatory rights
Voting restrictions
Autoneum Holding Ltd imposes no voting
restrictions.
Statutory quorum
General Meetings of Shareholders adopt
resolutions with the absolute majority of
represented voting shares unless the law or
Articles of Association10 stipulate otherwise.
10