The articles of association stipulate that the board of directors of Sulzer Ltd shall comprise between five and nine members. The mandates of the hitherto members Louis Hughes and Luciano Respini were extended by three years and Ulf Berg was newly elected to the board of directors for two years at the annual general meeting on April 4, 2007. Leonardo Vannotti stepped down from the board of directors on this date. Vladimir Kuznetsov and Urs Andreas Meyer were elected to the board of directors at the extraordinary general meeting on December 11, 2007. The board of directors now comprises eight members in total, three Swiss, one American, one German, one Italian, one Norwegian, and one Russian. Professional expertise and international experience played a key role in the selection of the members. With the exception of Ulf Berg, who was CEO of Sulzer Ltd between 2004 and 2007, all board members have non-executive and independent status, i.e., none has ever belonged to the management of a Sulzer company or the executive committee, nor do any significant business relations exist between members of the board of directors and Sulzer Ltd or any subsidiaries of Sulzer Ltd. There are, however, business relations with ABB and MTU Aero Engines (Louis Hughes is a member of the board of directors and the supervisory board respectively) as well as the Voith group (Hans Hubert Lienhard is a member of the group management board) in the lower double-digit million range in each case. The two new members of the board of directors elected until the 2009 annual general meeting, have a close relationship with Sulzer’s largest shareholder. Vladimir Kuznetsov is chief investment officer and Urs Andreas Meyer head of industrial investments 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 of office. Each member is elected individually, with the aim being 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 a board member ends no later than on the date of the annual general meeting in the year when the member in question reaches the age of seventy. The board of directors will recommend that the shareholders reelect Thor Håkstad (a member of the board of directors since 2002) to the board of directors at the annual general meeting 2008.
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| Chairman |
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| Ulf Berg |
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| Vice Chairman |
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| Thor Håkstad |
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| Member of the Board |
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| Louis R. Hughes |
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| Member of the Board |
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| Vladimir V. Kuznetsov |
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| Member of the Board |
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| Hans Hubert Lienhard | |
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| Member of the Board |
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| Urs Andreas Meyer |
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| Member of the Board |
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| Luciano Respini |
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| Member of the Board |
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| Daniel J. Sauter |
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Members of the Audit Committee, AC
Louis R. Hughes (Chairman) Vladimir V. Kuznetsov Luciano Respini Daniel J. Sauter |
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Members of the Nomination and Renumeration Committee, NRC Hans Hubert Lienhard (Chairman) Ulf Berg Thor Håkstad | | |
Internal organization Division of powers between the board of directors and executive management Information and control instruments |