The rigorous application of sound corporate governance helps to consolidate and strengthen trust in the company. Sulzer is subject to Swiss corporate and stock exchange law and applies the Swiss Code of Best Practice for Corporate Governance.
The Board of Directors comprises seven members. Each member is elected individually. The term for members of the Board of Directors is one year. Except for the elections reserved to the Shareholders’ Meeting, the Board of Directors constitutes itself. It appoints from among its members the Vice Chairman of the Board of Directors and the members of the Board committees (except for the members of the Nomination and Remuneration Committee who are elected by the Shareholders’ Meeting).
Committees of the Board
There are currently three standing committees within the Board of Directors:
- The Audit Committee assesses the midyear and annual accounts and the activities of the internal and external auditors, the Internal Control System (ICS), and risk management.
- The Nomination and Remuneration Committee assesses the criteria for the election and reelection of Board members and nominations for the top two management levels. It also deals with succession planning, compensation systems, and compensation for the members of the Board of Directors and the Executive Committee.
- The Strategy Committee advises the Board of Directors on strategic matters (such as material acquisitions, divestitures, alliances, and joint ventures) as well as strategic planning and definition of development priorities.