Annual report 2018

52 | Galenica annual report 2018 General Meeting for a term of office of one year, i. e. from one Annual General Meeting to the end of the next. Members may be re-elected. Internal organisation The Chairman calls a meeting of the Board of Directors at least four times a year and prepares and leads the meet- ings. The individual agenda items are set by the Chairman. He decides on a case-by-case basis whether to involve addi- tional persons in the consultations of the Board of Direc- tors. The Corporate Executive Committee also participates in part of every meeting to report on ongoing business and to explain in more detail the documentation in light of the decisions to be taken. Any member of the Board may request that the Chairman call a meeting of the Board of Directors and that items be included in the agenda. The members of the Board receive the documentation they need to prepare for the agenda items in a timely manner, normally ten days before the meeting in question. The Board of Directors con- stitutes a quorum when the majority of its members are pres- ent. Minutes are kept, recording all discussions and resolu- tions. In 2018, the Board of Directors held seven meetings. The Board of Directors is also informed on a regular basis about the current state and general development of the Business sectors. As part of its risk management, the Board of Directors receives from the Corporate Executive Committee an over- view of the most important risks, along with preventive measures to be implemented Group-wide as part of the risk management process. This is provided when circumstances require it, but at least twice a year. Further information on this topic can be found on page 61. Committees The Board of Directors forms the following committees from its members: – Governance and Nomination Committee (ad hoc) – Remuneration Committee – Audit and Risk Committee The Board of Directors also formed a Strategy Committee as a standing committee in 2018. The committees prepare the business of the Board of Direc- tors in the areas of activity assigned to them and submit recommendations to the entire Board of Directors. They meet as often as business requires and report to the Board of Directors on activities and results. They draw up their own agendas and keep minutes. Each committee has its own duties and responsibilities, which are stipulated in a charter. The charters of the committees are published on the Galenica website (see related links on page 64). Governance and Nomination Committee The Governance and Nomination Committee is convened when necessary (ad hoc). Accordingly, the members are also determined ad hoc when needed. This committee supports the Chairman and the Board of Directors in the ultimate management and monitoring of the company (corporate governance). It also evaluates the appointment of and changes to members of the Board of Directors and its com- mittees, the CEO and members of the Corporate Executive Committee, and makes appropriate suggestions to the Board of Directors. In 2018, the Governance and Nomination Committee pre- pared the nomination of a new member of the Board of Direc- tors in one meeting and several teleconferences. The mem- bers were Jörg Kneubühler, Daniela Bosshardt-Hengartner, Fritz Hirsbrunner and Andreas Walde. Election of the new member Markus R. Neuhaus will be proposed to the Annual General Meeting 2019 by the Board of Directors. Remuneration Committee The Remuneration Committee is made up of three members, the majority of whom must be independent. The Remunera- tion Committee carries out the following duties in particular: – Proposes a remuneration strategy and objectives for the Group and the members of the Corporate Executive Com- mittee to the Board of Directors; – Proposes to the Board of Directors the salaries and remu- neration for the members of the Board of Directors, the Chairman, the CEO and the Corporate Executive Commit- tee as a whole; – Approves the remuneration for the members of the Cor- porate Executive Committee (excluding the CEO) accord- ing to the proposal of the CEO and in agreement with the Chairman of the Board of Directors. Corporate Governance Galenica