Sulzer - Board of Directors

Corporate Governance

Board of Directors

The articles of association stipulate that the board of directors of Sulzer Ltd shall be comprised of five to nine members. The mandate of the hitherto member Thor Håkstad was extended by three years at the annual general meeting on April 3, 2008. Since the annual general meeting of April 8, 2009 the board of directors continues to be comprise of seven members in total, two of Swiss, one of American, one of German, one of Italian, one of Norwegian and one of Russian origin. Professional expertise and international experience played a key role in the selection of the members. No member of the board of directors holds an executive function within Sulzer. All board members have independent status, i.e., none of the members have ever belonged to the management of a Sulzer company or the executive committee, nor do any significant business relations exist between the members of the board of directors and Sulzer Ltd or any subsidiaries of Sulzer Ltd. There are, however, business relations with ABB (Louis Hughes is a member of the board of directors) and the Voith group (Hans Hubert Lienhard is CEO) in the double-digit million range in each case. Vladimir Kuznetsov und Urs Andreas Meyer, the two members of the board of directors elected until the 2012 annual general meeting, have a close relationship with Sulzer’s largest shareholder. Vladimir Kuznetsov is the only member of the board of directors and Urs Andreas Meyer the CEO of Venetos Management AG, a newly formed wholly-owned management company of Renova. There are also no interlocking directorships. In accordance with the articles of association, board members are generally elected for a three-year term. Each member is elected individually, with the aim to newly elect around one-third of the board of directors each year. According to the regulations governing the board of directors and the company's organization, the term of office of board members expires no later than the date of the Annual General Meeting in the year when the respective board member attains the age of seventy. The board of directors may, under special circumstances, grant an exception from this rule and propose to the shareholders to elect a member of the Board of Directors for terms exceeding such age limitation. No director shall, however, hold office beyond the age of seventy-three. At the annual general shareholder meeting of April 8, 2009 the board members Vladimir A. Kuznetsov, Urs Andreas Meyer and Daniel Sauter were re-elected for a three year term of office. Subsequent to the annual general shareholder meeting Luciano Respini was elected as new chairman of the board of directors by the board of directors.

Chairman