BOARD OF DIRECTORS
WORKING METHODS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board of Directors and its committees meet as often as business requires, but a minimum of six times a year for the Board of Directors, four times a year for the Audit Committee and three times a year for the Nomination and Compensation Committee. The Board of Directors met eight times for regular meetings in 2012 (average length: 8 hours). In addition three extraordinary telephone conferences (average length: 45 minutes) took place. The Audit Committee held four regular meetings (average length: 6.5 hours); and the Nomination and Compensation Committee held four regular meetings (average length: 3.0 hours) and three extraordinary telephone conferences (average length: 45 minutes).
The Board of Directors meets at the invitation of its Chairman. A Board meeting may also be demanded by any of its members or by the CEO.
The agenda of the Board of Directors’ meetings is set by the Chairman. Any member of the Board of Directors may table an agenda item. The members of the Board of Directors each receive documentation prior to the meetings which enables them to prepare for discussion of the agenda items concerned.
Board meetings are chaired by the Chairman. A Board meeting shall be quorate provided the majority of Board members are present. The Board votes and passes resolutions by a simple majority. In the event of a tie, the meeting chair has the casting vote. In addition to its members, meetings of the Board of Directors are generally attended by the CEO and the Chief Financial Officer (CFO), and by further members of the Group Executive Board as and when required. These attendees have only an advisory function, along with the right to table motions or agenda items. Persons who are not members of the Group Executive Board may also attend as specialists at the chair’s invitation.
Minutes are kept of all meeting deliberations. Board resolutions may also be passed by written approval (letter, fax, email or other written form), again by a simple majority, provided all Board members have had the opportunity to cast their vote and provided no member demands oral discussion of the matter concerned.
Board committee meetings are held at the invitation of the chair. A Board committee meeting may also be demanded by any committee member or the CEO (and an Audit Committee meeting may additionally be demanded by the Chairman of the Board, the CFO or the internal or external auditors). The agenda of Board committee meetings is compiled by the chair. Any committee member may table an agenda item.
The committee members each receive documentation prior to the meetings which enables them to prepare for discussion of the agenda items concerned.
Board committee meetings are chaired by the committee chair. A committee meeting shall be quorate (and empowered to submit proposals to the Board of Directors) provided the majority of committee members are present. The meeting votes and passes resolutions by a simple majority. In the event of a tie, the meeting chair has the casting vote. In addition to its members, meetings of the Audit Committee are generally attended by the Chairman of the Board, the CEO, the CFO, the Head of Internal Audit and a representative of the external auditors. In addition to its members, meetings of the Nomination and Compensation Committee are generally attended by the Chairman of the Board, the CEO and the Chief Human Resources Officer.
Minutes are kept of all Board committee meetings. Committee resolutions may also be passed by circular written communication, provided no member demands that a meeting be convened.
An annual self-assessment procedure has been established to permanently monitor and if possible enhance the performance of the Board of Directors. This evaluates how efficiently the Board and its committees are performing their functions and meeting their responsibilities, whether each Board member participates actively in Board discussions and makes contributions based on independent judgement, and whether an environment of open discussions is maintained at Board meetings.
AREAS OF RESPONSIBILITY
The Board of Directors is the company’s supreme managing body and is responsible for supervising the management of the company and its business. It deals with all matters that are not entrusted to another body of the company under the law, the company’s Articles of Incorporation or its Organisational and Business Regulations.
With regard to the non-transferability and inalienability of duties of the Board of Directors, reference is made to Article 716a of the Swiss Code of Obligations and Article 20 of the Articles of Incorporation.
The Board of Directors may also, subject to the relevant legal provisions, delegate all or part of its duties to manage and represent the company to one or more of its members (as managing directors) or to third parties by issuing the appropriate organisational regulations. In this connection, the Board of Directors has issued a set of Organisational Regulations which specify (under Section 2.3) its further duties and authorities and list (under Section 4.3) those business items which require its approval.
The Board of Directors of Kuoni Travel Holding Ltd. manages the subsidiaries under its legal and / or economic control as a corporate group. The responsibility for the resolutions taken by the Board of Directors therefore extends not only to the company in the legal sense but also to all the subsidiaries described above by virtue of the Board’s authority to issue instructions to the representatives of the company in their respective governing bodies. Within the overall parameters imposed by the law and the Articles of Incorporation, the Board of Directors delegates the management of the company to the Group Executive Board by means of the relevant Organisational Regulations, which can be viewed on the company website.
The Group Executive Board has the duty and the authority to manage the Kuoni Group’s business operations. It is responsible in particular for:
- planning, managing and monitoring the company’s profitability, risk positions, balance sheet structure and liquidity within the guideline parameters laid down by the Board of Directors;
- devising the business strategy, multi-year business plan and budget for the following business year, and submitting these to the Board of Directors;
- preparing and submitting proposals to the Board of Directors, particularly in relation to financing policy, investment policy, asset management policy, risk management and sourcing and trading policy, and in other areas as and where required.
The Group Executive Board shall also ensure the subsequent detailed adoption of such policies and the observance of the principles laid down in connection therewith, and shall report regularly to the Board of Directors thereon:
- compiling the annual and half-year accounts and the Nine-Month Business Update and providing the additional information required in connection therewith, and submitting these to the Board of Directors.
- ensuring that all legal requirements are observed and that all applicable legal provisions are familiar to and observed by the company’s employees (Corporate Compliance; the basic parameters here are laid down in the company’s Code of Conduct);
- the internal organisation and the internal control system;
- hiring and dismissing employees;
- monitoring the performance of external service providers;
- preparing meetings of the Board of Directors together with its Chairman and presenting the necessary documents;
- reporting to the Board of Directors.
The Group Executive Board is empowered to pass resolutions on all business assigned to it. The Group Executive Board may submit such business to the Board of Directors for approval. The provisions on which items of business must be submitted to the Board of Directors for approval are laid down in the Organisational Regulations (Article 4.3 thereof).