Annual report 2018

Galenica annual report 2018 | 53 For the regulations in the Articles of Association governing remuneration, see page 57 and the Remuneration Report from page 66. Audit and Risk Committee The Audit and Risk Committee comprises three members and supports the Board of Directors in fulfilling its duties with regard to accounting, financial reporting, risk manage- ment, compliance, as well as internal and external audits. The Audit and Risk Committee carries out the following duties in particular: – Audits reports by the Corporate Executive Committee using the company’s compliance and risk management process; – Monitors measures taken by the Corporate Executive Committee for compliance with internal and external regulations; – Evaluates the effectiveness of the external auditor and approves its fees; – Evaluates the internal audit programme, accepts reports from Internal Audit and checks whether the Corporate Executive Committee has used appropriate measures to implement Internal Audit’s recommendations; – Submits recommendations to the Board of Directors on the Group’s capital structure, financing of investments and acquisitions, and setting long-term objectives. Strategy Committee The Strategy Committee comprises four members and car- ries out the following duties: – Monitors, for the attention of the Board of Directors, implementation of the strategy decided on by the Board of Directors; – Supports the Board of Directors and Corporate Executive Committee in reviewing and further developing the strategy; – Assesses proposals from the Corporate Executive Com- mittee on strategic issues and gives recommendations to the Board of Directors. Frequency of meetings of the Board of Directors and its committees in 2018 In 2018, the Board of Directors held seven meetings, together with members of the Corporate Executive Committee. The Remuneration Committee met six times, the Audit and Risk Committee five times and the Strategy Committee four times. In principle all the members participate in all the meetings of the Board of Directors. Attendance of meetings of the Board of Directors in 2018 was 95% and that of com- mittee meetings was 96%. Continued on page 56  Corporate Governance Committees of the Board of Directors and their chairmen and members 2018 Name Member since Independent Remuneration Committee Audit and Risk Committee Strategy Committee Board of Directors Jörg Kneubühler, Chairman of the Board of Direc- tors 2017 No Chairman Daniela Bosshardt-Hengartner 2017 Yes Chairman Member Member Michel Burnier 2017 Yes Member Fritz Hirsbrunner 2017 Yes Member Member Bertrand Jungo 2018 Yes Member Philippe Nussbaumer 2017 Yes Member Andreas Walde 2017 Yes Chairman Number of meetings 2018 7 6 5 4 Honorary Chairman Etienne Jornod General Secretary Markus Dill The Governance and Nomination Committee (ad hoc) held one meeting and a number of teleconferences in 2018 to prepare the nomina- tion of a new member of the Board of Directors. It was chaired by the Chairman of the Board of Directors. The other members were Daniela Bosshardt-Hengartner, Fritz Hirsbrunner and Andreas Walde. Galenica