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DKSH Annual Report 2023 19(vi) preparing the draft of the annual Compensation Report for submission to the Board of Directors.In line with the principles described in the Articles of Association, the Nomination and Compensation Committee may be entrusted by the Board of Directors with additional tasks.To perform its duties, the Nomination and Compensation Committee may also retain the support of independent third parties and remunerate them.On invitation of the Chair, the Nomination and Compensation Committee convenes as often as business requires, but typically two to six times a year. The Board of Directors is informed by the Chair of the Nomination and Compensation Committee about all items discussed, in particular, about all decisions made within powers and duties, as described above. For an overview of the number of Nomination and Compensation Committee meetings, the average duration, and the average attendance, please refer to the section Working Methods of the Board of Directors and its Board Committees below.Mergers and Acquisitions CommitteeThe Mergers and Acquisitions Committee consists of two or more members of the Board of Directors. Its current members are Dr. Hans Christoph Tanner (Chair), Jack Clemons, Adrian T. Keller, and Gabriel Baertschi.The Merger and Acquisitions Committee has the following duties and responsibilities:(i) preparing proposals for submission to the Board of Directors concerning merger and acquisitions transactions, including the review of such transactions proposed by the CEO;(ii) preparing proposals for submission to the Board of Directors concerning strategic investment and divestment transactions, including the review of such transactions proposed by the CEO; and(iii) to propose the assessment of potential acquisitions and mergers.Working Methods of the Board of Directors and its Board CommitteesAccording to the Organizational Regulations, the Board of Directors must meet regularly and as often as business requires.Meetings of the Board of Directors are convened by the Chairperson of the Board of Directors or, if the Chairperson is unable to do so, by another member designated for such purposes by the Board of Directors. The notice of meetings should be given at least ten days in advance to allow the members of the Board of Directors the required preparation time. The Chairperson must also convene a meeting of the Board of Directors, generally within fourteen days, if requested to do so by any of its members in writing, by stating the reasons and the items to be placed on the agenda. In addition to the standing Board Committees, the Board of Directors may entrust some or several of its members, as individuals or as members of a Committee, with the duty to prepare and carry out its resolutions or to supervise certain matters. Such members must also keep the Board of Directors duly informed on such entrusted matters. The Board of Directors specifically appoints one member to supervise the Group%u2019s approach to Sustainability matters (currently Jack Clemons). The member oversees the work of the management-level Sustainability committee and provides regular updates on progress to the Board of Directors.The Chairperson is, inter alia, in charge of organizing and preparing the meetings of the Board of Directors (including the preparation of the agenda), chairing the meetings, ensuring the flow of information within the Board of Directors and the Group, and coordinating with the CEO the communication with the public.The Board of Directors consults external experts on specific topics where necessary, which was not the case in 2023. Meetings of the Board of Directors may also be held by telephone conference or in another suitable way. In principle, the Board of Directors may pass resolutions when the majority of its members are present (including participation by telephone conference or in another suitable way).The following elections, transactions, and issues must be adopted by the Board of Directors by a majority of at least two-thirds of the votes cast:(i) determination of business policies, long-term planning, and strategy;(ii) approval of annual planning, financial policies, and the internal control system (ICS);(iii) submission of consolidated financial statements and dividend proposals to the General Meeting ;(iv) enactment and amendment of the Organizational Regulations; and(v) election and removal of the CEO.All other decisions of the Board of Directors may be adopted by a majority of the votes cast. In case of a tie vote, the Chairperson of the relevant meeting has the casting vote. Resolutions on an item may be adopted in writing unless a member of the Board of Directors requests an oral deliberation.Generally, the Board Committees may pass resolutions when the majority of its members are present. Resolutions of the Board Committees are adopted by a majority of the votes cast. In case of a tie, the Chair of the relevant Board Committee has the casting vote. Minutes are kept of the discussions and resolutions taken at each of the meetings of the Board of Directors and its Board Committees. The charts on the following two pages provide an overview of the attendance at the meetings of the Board of Directors and of the Board Committees of each member of the Board