Jobs & Careers
Jobs & Careers
I. Complementary to Law and Articles
These provisions are complementary to the requirements regarding the board and board members contained in applicable legislation and regulations, the articles of association of the company and the provisions governing the relationship between the executive committee (“ExCom”) and the board as contained in the charter of the ExCom (which has been adopted by the board).
II. Charter on Website
This charter is posted on the company's website.
B. Chapter I: Composition of the Board; Positions; Committees
I. Board Profile, Size, Expertise, and Independence
II. (Re)Appointment; Term of Office; Resignation
III. Chairman and Vice-Chairman
In addition, the chairman is primarily responsible for:
VI. Board Secretary
C. Chapter II: Duties and Powers
I. General Duties and Powers
II. Duties Regarding the Supervision of Management
III. Duties Regarding the Members and the Performance of the board
IV. Certain Other Duties of the board
V. Supervision of Financial Reporting
VI. Duties Regarding Nomination and Assessment of external auditor
VII. Compensation of Management Board Members
VIII. Relations with Shareholders
D. Chapter III: Board Meetings; Decision-Making
I. Frequency, Notice, Agenda and Venue of Meetings
II. Attendance of and Admittance to Meetings
III. Chairman of the Meeting; Reports
IV. Decision-Making within the board
E. Chapter IV: Other Provisions
I. Conflicts of Interest of Board Members
II. Compensation of Board Members
III. Induction Program, Ongoing Training and Education
IV. Other Positions
a. No Excess Memberships. Members of the board shall limit their other positions so as to ensure they can perform their duties as members of the board. Outside directorships are capped at board seats.
b. Notice of Outside Positions. Board members must inform the chairman of the board and the board secretary of their other positions which may be of importance to the company or the performance of their duties before accepting such positions. If the chairman determines that there is a risk of a conflict of interest, the matter shall be discussed by the board in accordance with Section E.I. of this charter. The board secretary shall keep a list of the outside positions held by each board member.
F. Annex 1: List of Approvals Required by Board
The approval of the board is required for:
G. Annex 2: Policy Regarding Independent External Auditor
The policy set out below was adopted by the board on 28 Mar 2022 on a proposal of the audit & risks committee.
The company and its subsidiaries shall use the services of the external auditor only to the extent this does not prejudice the independence of the external auditor.
II. Terms of Reference
The external auditor must be independent.5 These regulations are based on the principles that: (i) the external auditor must be independent from the client audited, both in mind as in appearance; and (ii) an external auditor is someone who is able, in the light of all relevant facts and circumstances, to form an objective and impartial opinion on all matters that fall within the scope of his or her assignment.
Under the applicable law an external auditor is not allowed to perform a statutory audit if s/he has financial, commercial, employment or other ties with the client that in the opinion of a reasonable and properly informed third party expert compromise the auditor's independence.
The company may require from the external auditor that s/he maintains the right balance between effectiveness and efficiency, e.g. audit costs, risk management, independence and reliability. The
5 Either use reference to local accounting law or definition of “independent” set forth in Annex 1 of this board charter.
audit & risks committee sees to it that the external auditor complies with the relevant provisions of the applicable law and the above terms of reference, and may request more detailed explanations and written confirmations from the external auditor that these provisions are followed.
In addition to the audit work, the external auditor of the company may also carry out non-audit work, to the extent allowed under applicable legislation and regulations and the internal procedures of the company. The non-audit work shall not jeopardize the independence of the external auditor. In no event shall the individuals performing the audit work engage in any non- audit work.
All audit and non-audit work (including fees and conditions) carried out by the external auditor for the company must be approved in advance by the board on a proposal of the audit & risks committee. The board may, within the framework set by the board, delegate this duty to the audit & risks committee that in turn, in exceptional circumstances only, may delegate this power to its chairman, on the understanding that a decision by the chairman of the audit & risks committee to give his or her approval will be presented to the full audit & risks committee at its next meeting.
a. Audit Work
Audit work is the audit of the annual financial reports of the company, the assessment of interim financial reports that are disclosed, services that are traditionally provided by the external auditor and that are related to filings and obligations under legislation or regulations, and services that only the external auditor can reasonably provide. The external auditor does not need to go through a tender process for each individual engagement.
b. Non-Audit Work
For non-audit work of the external auditor other than (i) services that can only be provided by the external auditor, (ii) services that are an extension of the work performed as part of the audit of the company or rely on work performed as a part of the audit such that the quality and timeliness of the services can most effectively be provided by the external auditor or (iii) services that enhance the effectiveness of the external auditor’s examination of the company’s financial statements, the board shall on the proposal of the audit & risks committee set one or more financial thresholds. For non-audit work by the external auditor that is expected to exceed these thresholds, a very strong rationale must be presented to support the selection of the external auditor and alternative service providers should be considered.
For further explanation whether certain activities should be considered audit work or non-audit work and whether certain non-audit activities fall under any of the categories listed above, the head of the internal audit department should be contacted who, when in doubt, will consult the chairman of the audit & risks committee.
IV. Rotation of Partners Responsible for Audit Work
In order to prevent the external auditor and the company becoming too close, the number of years a person may be part of the audit team of the external auditor, is capped.
Partners of the audit team of the company who are charged with essential audit tasks must be replaced at most every three year(s) after the start of their involvement. The partners of the audit team of the company charged with essential tasks who have been replaced are not allowed to work on a new assignment for the company until at least three years have expired from the date of their replacement.
The audit & risks committee shall also supervise the risks of dependency of other members of the audit team of the company who are involved with the audit for a significant period. The audit & risks committee shall consult the responsible partner of the external auditor regularly on safeguards set up by the external auditor to assess the risk of dependency and to reduce it to an acceptable minimum level.
V. Appointment of the External Auditor
The external auditor shall be appointed in accordance with Section C.V. of the charter of the board. If the decision is taken to call in the services of another external auditor, the tender process approved by the audit & risks committee shall be followed.
VI. Staff Transfer Restrictions
The company and the external auditor shall agree on a policy regarding the restriction of staff transfers from the company and its group to the organization of the external auditor and vice versa, taking into account all relevant legislation and regulations. This policy is subject to the approval of the board. In no event, however, shall the company hire an audit partner or other senior member of the audit staff of the external auditor if such person audited, conducted a review of or prepared the company’s financial statements during the previous one year, in particular as the company’s CFO.
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