GEBERIT AG ORGANIZATIONAL REGULATIONS
FOR THE BOARD OF DIRECTORS OF GEBERIT AG
ORGANIZATIONAL REGULATIONS
C O NT ENT S
Assessment of collaborative efforts within the Board of Directors | |
22 December 2023 | 2 |
ORGANIZATIONAL REGULATIONS
Group Executive Board | 11 |
Composition | 11 |
Duties and authority | 11 |
MANDATES OUTSIDE GEBERIT AND MANDATES IN | |
POLITICAL OFFICES | 11 |
GENERAL PROVISIONS | 12 |
CONCLUDING PROVISIONS | 12 |
ANNEX | 13 |
1. Allocation of Powers and Duties | 13 |
22 December 2023 | 3 |
ORGANIZATIONAL REGULATIONS
PRINCIPLES
These regulations concerning the organization, the powers and duties and authority of the Board of Directors of Geberit AG have been issued by the Board of Directors in accordance with the articles of incorporation and in compliance with statutory provisions.
On the basis of its voting majority, Geberit AG combines its subsidiaries and the associated companies in which a majority controlling interest is held under the uniform management of the Geberit Group and assumes their overriding management as a Group, while preserving the legal independence of the subsidiaries and associated companies.
ORGANIZATION OF THE
GROUP
The main elements of the Geberit management structure are:
- The Board of Directors and its committees;
- The Chairman of the Board of Directors;
- The Chief Executive Officer (CEO);
- The Group Executive Board.
Below the CEO, the Group Executive Board is divided into six Group Functional Areas:
- Sales Europe;
- Sales International;
- Products;
- Marketing & Brands;
- Operations;
- Finance.
A distinction is made within the Group Functional Areas between three management levels to which Group and company managers are allocated on the basis of their importance for the Group profit and loss position.
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ORGANIZATIONAL REGULATIONS
BOARD OF DIRECTORS
POWER AND DUTIES AND AUTHORITY
IRREVOCABLE POWERS AND DUTIES
The Board of Directors has the following non-transferable and inalienable powers and duties pursuant to Art. 716a paragraph 1 of the Swiss Code of Obligations:
- The overriding management of the Company and the issuing of necessary instructions;
- The establishment of the organization;
- The structuring of the accounting system, of the financial controls as well as of the financial planning insofar as this is necessary to manage the Company;
- The appointment and dismissal of the persons entrusted with management and representation;
- The overriding supervision of persons entrusted with management, in particular with respect to compliance with the law, the articles of incorporation, regulations and instructions;
- The preparation of the annual report, the remuneration report as well as the preparation of the General Meeting and the implementation of its resolutions;
- Informing the respective court in the event of over-indebtedness.
In addition, the Board of Directors has non-transferable and inalienable powers and duties pursuant to Art. 964l of the Swiss Code of Obligations.
The Appendix to these organizational regulations (allocation of powers and duties) contains a detailed list of the decision-making powers and Group management duties. It forms an integral part of these organizational regulations.
FURTHER POWERS AND DUTIES
The Board of Directors has the following further powers and duties, within the boundaries of the law and the articles of incorporation and preserving the rights of the General Meeting:
- Resolutions concerning the amount of share capital and approval of increases in share capital and corresponding amendments to the articles of incorporation;
- Dividend policy;
- Proposals regarding matters reserved to the general meeting pursuant to law or the articles of incorporation;
- Proposals regarding approval of the compensations of the Board of Directors and the Group Executive Board pursuant to law and the articles of incorporation;
- Determination of the compensations of the members of the Board of Directors and the individual compensations and the terms and conditions of appointment of the Chief Executive Officer (CEO) and the other members of the Group Executive Board;
- Decision regarding the use of the additional amount for the compensation of new members of the Group Executive Board (including the CEO) pursuant to law and the articles of incorporation;
- Compensation of the Head of Internal Audit;
- Determination of the terms and conditions (including performance criteria) of variable compensations and compensations in shares, options and/or similar instruments in one or more plans/regulations;
- The other powers and duties set forth in the allocation of powers and duties (appendix to these organizational regulations).
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ORGANIZATIONAL REGULATIONS
AUTHORITY
The Board of Directors is vested with the authority required for the performance of its powers and duties. In particular, it determines:
- The strategic orientation of the Group;
- Organizational strategy;
- The structuring of the accounting system and of the financial controls as well as of the financial planning;
- The fundamental principles of financial and investment policy, of personnel and social policy as well as of management;
- Signature authorization policy as well as the allocation of authority;
- The fundamental principles of internal corporate auditing;
- The powers and duties of the Chairman of the Board of Directors, the committees of the Board of Directors as well as of the Chief Executive Officer (CEO).
APPOINTMENTS
The Board of Directors appoints and dismisses:
- The Vice-Chairman of the Board of Directors;
- The Chairman of the Nomination and Compensation Committee (NCC);
- The Chairman and the members of the committees (except for the members of the NCC);
- The Chief Executive Officer (CEO) and the other members of the Group Executive Board;
- The Secretary;
- The Head of Internal Audit.
APPROVAL
The Board of Directors receives the reports of the committees and of the Chief Executive Officer (CEO) and approves the following matters:
- Changes in the strategic orientation of the Group;
- Entry into new areas of activity and the abandonment of existing ones;
- Changes in the assets of subsidiaries and shareholdings within the scope of the allocation of authority;
- Investments within the scope of the allocation of authority;
- Choice of new or relinquishing of existing sites which are of fundamental importance;
- Medium-termplanning and budget;
- Conducting litigation pursuant to the annexed allocation of powers and duties;
- The reporting on due diligence matters pursuant to Art. 964l of the Swiss Code of Obligations;
- All other matters which, pursuant to the annexed allocation of powers and duties, exceed the authority of the CEO/Group Executive Board or of the committees of the Board of Directors.
DELEGATION
The Board of Directors delegates its powers to the Chief Executive Officer (CEO) within the limits permitted by law and subject to the powers and duties remaining with the Board of Directors pursuant to these organizational regulations.
The Chief Executive Officer (CEO) makes independent decisions concerning delegated powers within the limits of the present organizational regulations. He is empowered to delegate the management and supervisory functions to be performed by him to individual members of the Group Executive Board and/or to other managers of the Geberit Group.
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ORGANIZATIONAL REGULATIONS
REPORTING
The reporting by the Chief Executive Officer (CEO) to the Board of Directors comprises:
- Monthly and quarterly reports, the half-year report, the annual report and the management report;
- Presentation and assessment of business developments in terms of markets and products, including a comparison with competitors;
- Information on business transactions of fundamental significance outside of periodical reporting;
- Shareholder structure of Geberit AG.
ASSESSMENT OF COLLABORATIVE EFFORTS WITHIN THE BOARD OF DIRECTORS
The Board of Directors shall carry out an assessment of its collaborative efforts at least once annually. This shall include an assessment of the state of information available to the members of the Board of Directors with respect to the Group and the development of its business.
ORGANIZATION
COMPOSITION
Except for the election of the Chairman of the Board of Directors and the election of the members of the NCC by the general meeting, the Board of Directors shall organize itself.
TERM OF OFFICE
The members of the Board of Directors shall be elected annually pursuant to the laws and the articles of incorporation. The term of office ends at the closing of the following ordinary general meeting. Re-election is possible.
The members of the Board of Directors, the Chairman of the Board of Directors and the members of the compensation committee shall retire at the ordinary general meeting following their 75th birthday.
MEETINGS
The Board of Directors shall meet as frequently as required by business matters, although no less frequently than once per quarter.
The calling of the meeting, together with details of the agenda, must be made in writing no later than 10 days prior to the meeting. The calling shall be performed by the Chairman or, in the event of incapacity, by the Vice-Chairman. Each member of the Board of Directors is entitled to demand the immediate calling of a meeting after stating the purpose for doing so.
Meetings shall be chaired by the Chairman or, in the event of incapacity, by the Vice-Chairman.
The Board of Directors shall appoint a Secretary who need not be a member of the Board of Directors.
The Chairman of the Board of Directors can invite third parties, who are not members of the Board of Directors. Third parties have no voting rights.
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ORGANIZATIONAL REGULATIONS
RESOLUTIONS
The Board of Directors may pass resolutions if a majority of its members are present. Attendance can also be effected via telephone or electronic media. No quorum is required if the resolutions to be decided upon concern exclusively the implementation of an increase or reduction in share capital and the subsequent amendment to be made to the articles of incorporation.
Resolutions shall be passed with a majority of the votes cast. In the event of a tied vote, the Chairman shall cast the deciding vote.
Resolutions of the Board of Directors concerning a submitted proposal can also be passed in writing or electronic data transmission, unless one of the members demands oral discussion.
MINUTES
Minutes must be taken of the discussions and resolutions. These must be signed by the Chairman and the Secretary and circulated to all members of the Board of Directors. They must be approved by the Board of Directors at its next meeting. Written resolutions must be recorded in the next minutes.
CONFLICTS OF INTEREST
The members of the Board of Directors are obliged to refrain from involvement in the handling of matters affecting either their personal interests or those of a company with which they have an affiliation. The vote of the director obliged to refrain shall not be counted in calculating the quorum required to pass the resolution.
Business dealings between the company and members of the executive bodies or affiliated persons are subject to the principle of conclusion at conditions as with independent third parties.
CONFIDENTIALITY
The members of the Board of Directors, the Secretary as well as all other persons participating in meetings of the Board of Directors, are obliged to treat all information obtained in the performance of their functions as confidential unless this information is already public knowledge.
DOCUMENTS
Retiring members shall hand over their documents, or a declaration confirming that they have destroyed these, to the Chairman of the Board of Directors.
RIGHT TO INFORMATION
Each member of the Board of Directors can request information concerning any company or Group matters.
If a member of the Board of Directors wishes to receive information or to inspect business documents outside of the meetings, he must address this request to the Chairman of the Board of Directors.
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ORGANIZATIONAL REGULATIONS
CHAIRMAN OF THE BOARD OF DIRECTORS
APPOINTMENT
The Chairman of the Board of Directors is elected annually by the general meeting. His term of office ends at the closing of the following ordinary general meeting. Re-election is possible.
If the post of the Chairman of the Board of Directors is vacant the Board of Directors shall appoint a new Chairman for the remaining term of office.
POWERS AND DUTIES AND AUTHORITY
The Chairman of the Board of Directors shall manage the Board of Directors on the basis of the laws, the articles of incorporation and the provisions of these regulations. He shall ensure correct procedures with respect to the preparation, implementation and passing of resolutions.
The Chairman of the Board of Directors shall ensure a close relation between the Board of Directors and its committees as well as with the CEO. This is particularly necessary with respect to the appointment, development and dismissal of the members of the Group Executive Board.
The Chairman of the Board of Directors shall assume the duties assigned to him by these regulations. In particular, he is responsible:
- For ensuring that all precautionary measures are taken to safeguard the interests of the Group;
- For regular consultation with the Board of Directors concerning the strategic orientation of the Group;
- For monitoring the measures decided upon by the Board of Directors.
URGENT RESOLUTIONS
As an exception and in urgent cases, the Chief Executive Officer (CEO) can, following consultation with the Chairman of the Board of Directors, be empowered to act even before proposals are approved by the Board of Directors. Any such decisions must be communicated to the other members without delay and ratified by the full Board of Directors at its next meeting.
ADDITIONAL AUTHORITY
The Chairman of the Board of Directors can represent the overall interests of the Group externally.
COMMITTEES
SET-UP OF COMMITTEES
If needed, the Board of Directors may set-up committees from its midst and assign powers and duties to them as set forth in separate regulations. These committees shall report to the Board of Directors concerning their activities and results. Overall responsibility for the duties assigned to the committees shall however under all circumstances remain with the Board of Directors.
For the time being, The Board of Directors has set-up two committees:
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ORGANIZATIONAL REGULATIONS
- The Audit Committee (AC); and
- the Nomination and Compensation Committee (NCC).
AUDIT COMMITTEE (AC)
The AC shall be composed of at least three independent and non-executive members of the Board of Directors. Appointments to the AC shall be made annually by the Board. Their term of office ends at the closing of the following ordinary general meeting.
The AC has the powers and duties set forth in the Organizational Regulations for the Audit Committee (AC) of the Board of Directors of Geberit AG.
NOMINATION AND COMPENSATION COMMITTEE (NCC)
The NCC shall be composed of at least three members of the Board of Directors. The members of the NCC are elected annually and individually pursuant to the laws and the articles of incorporation. Their term of office ends at the closing of the following ordinary general meeting. If the NCC is not complete, the Board of Directors shall fill the open positions for the remaining term of office. The Chairman of the NCC shall be appointed by the Board of Directors.
The Board of Directors shall exclusively propose independent and non-executive members of the Board of Directors to be elected by the general meeting as member of the NCC.
The NCC has the powers and duties set forth in the Organizational Regulations for the Nomination and Compensation Committee (NCC) of the Board of Directors of Geberit AG.
CHIEF EXECUTIVE OFFICER (CEO)
APPOINTMENT
The Chief Executive Officer (CEO) is appointed by the Board of Directors. If the post of the CEO is temporarily vacant, the Board of Directors shall appoint a CEO ad interim.
DUTIES AND AUTHORITY
The Board of Directors has delegated the management of the Group in full to the Chief Executive Officer (CEO) subject to the applicable law, the articles of incorporation and these organizational regulations. The Chief Executive Officer (CEO) receives the related, necessary, comprehensive authority, obligations and responsibilities.
The Chief Executive Officer (CEO) is the superior of the members of the Group Executive Board. Within the scope of these regulations, he is responsible for the preparation of the Group strategy and its presentation to the Board of Directors, for the operative management of the company, for its overall financial profit and loss position, for the implementation of the strategic orientation decided by the Board of Directors and for the implementation of the other measures decided by the Board of Directors.
The Chief Executive Officer (CEO) also ensures the long-term successful, market and value- oriented management and development of the Geberit Group, and of the Group companies.
Within the Group Executive Board, the Chief Executive Officer (CEO) is the contact person for the Chairman of the Board of Directors and the members of the Board of Directors. He represents and co-ordinates the positions of the Group Executive Board with respect to the Board of Directors. He submits and justifies the proposals of the Group Executive Board to the Board of Directors. In the case of transactions requiring approval authorization, the Chief
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Geberit AG published this content on 01 January 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2024 13:45:48 UTC.
