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DKSH Annual Report 2023 17Information About Managerial Positions and Significant Business Connections of Non-ExecutiveDirectorsAll members of the Board of Directors are non-executive. None of the non-executive members has held a management position within the Group during the last three years.Adrian T. Keller and Andreas W. Keller are members of the Family Pool and Family Council, as described in the section Significant Shareholders and are therefore related to Diethelm Keller Group AG, DKH Holding AG, and Diethelm Keller Holding AG, the Company%u2019s major shareholder. The Group entered into certain related party transactions for the purchase and sale of goods and services with Diethelm Keller Holding AG. Furthermore, the Group%u2019s Fantree logo is protected and owned by Diethelm Keller Holding AG. The Group is authorized to use such logo pursuant to a license agreement made between the Group company DKSH International AG and Diethelm Keller Holding AG.No other member of the Board of Directors has any significant business connection with the Company or any other Group company. Therefore, DKSH considers all members as independent, except for Adrian T. Keller and Andreas W. Keller.Other Activities and FunctionsAny activities of the members of the Board of Directors in governing and supervisory bodies of important Swiss and foreign organizations, institutions, and foundations as well as permanent management and consultancy functions for important Swiss and foreign interest groups, and official functions and political posts that are material are stated in the Directors%u2019 biographies.Rules in the Articles of Association on the Number of External Mandates %u2013 Permitted External ActivitiesAccording to %u00a7 24 of the Articles of Association, the members of the Board of Directors may hold a maximum of 12 additional mandates in the supreme governing or administrative bodies of legal entities which are required to be registered in the commercial register or in a comparable foreign register and which are not controlled by the Company or which do not control the Company whereby, no member may hold more than six such mandates in other listed companies. Mandates in separate legal entities under common control are deemed as one mandate. In the event that the maximum number of mandates is exceeded, the respective member of the Board of Directors must restore the lawful status within six months.Elections and Terms of OfficePursuant to %u00a7 15 of the Articles of Association and in compliance with the provisions of the Swiss Code of Obligations (CO), all members of the Board of Directors are elected for a term of one year ending upon due completion of the next Ordinary General Meeting. There are no restrictions with respect to the number of terms of service or the age of the relevant members. The elections are carried out at a General Meeting. Each member of the Board of Directors is (re-)elected individually. The year of initial election and expiry of the term of the members of the Board of Directors are shown next to their names in the table at the beginning of section 3.Internal Organization StructureAllocation of Tasks Within the Board of DirectorsPursuant to %u00a7 8 of the Articles of Association and in compliance with the CO, the Chairperson of the Board of Directors and the members of the Nomination and Compensation Committee are directly elected by the Ordinary General Meeting. Other than that, the Board of Directors constitutes itself. The Board of Directors has established an Audit Committee, a Nomination and Compensation Committee, and a Mergers and Acquisitions Committee (collectively, the Board Committees). The Ordinary General Meeting elects the Chairperson, and the Board of Directors elects the members of the Board Committees (other than the members of the Nomination and Compensation Committee, who are elected by the Ordinary General Meeting in compliance with the CO). The Board of Directors also appoints its Secretary (currently, Dr. Laurent Sigismondi, General Counsel and Head of CEO Office of DKSH and Member of the Executive Committee), who does not need to be a member of the Board of Directors. The Chairperson presides over the Board of Directors.Quorum and decision-making of the Board of Directors are determined by the Articles of Association and the Organizational Regulations of the Company. Any internal regulations and policies are reviewed on a regular basis to ensure their continued compliance with the Articles of Association, applicable laws, and good corporate governance. The Articles of Association can be found on the Company%u2019s website at www.dksh.com/global-en/home/investors/annual-general-meeting.Board CommitteesThe Board of Directors has established an Audit Committee, a Nomination and Compensation Committee, and a Mergers and Acquisitions Committee.Audit CommitteeThe Audit Committee consists of two or more members of the Board of Directors who must be non-executive and independent. Its current members are Prof. Dr. Annette G. K%u00f6hler (Chair), Dr. Hans Christoph Tanner, and Jack Clemons.The Audit Committee has the following powers and duties in relation to the statutory auditors and Group auditors:(i) reviewing and assessing the effectiveness of the statutory auditors and the Group auditors, in particular their independence from the Company. In connection therewith, it reviews in particular additional assignments given by the Company or its subsidiaries. The Audit Committee may issue binding regulations or directives in connection with such additional assignments;