Annual report 2018

Galenica annual report 2018 | 51 Registration of nominees A nominee may be registered with voting rights up to a limit of 2% of the share capital entered in the commercial register. Shares in excess of this limit can only be registered if the nominee in question discloses the name, address and num- ber of shares of the person for whose account the nominee holds 0.5% or more of the share capital entered in the com- mercial register. Galenica has signed an agreement of this nature with three nominees. Convertible bonds and options Galenica has no outstanding convertible bonds, nor has it issued any traded options. The Board of Directors The Board of Directors of Galenica Ltd. is responsible for the overall management and ultimate supervision of the Group. It determines the strategic goals, the general ways and means to achieve them while harmonising strategy, risks and financial resources, and issues instructions and oversees the managers responsible for conducting the company’s businesses. The Board of Directors pursues the aim of increasing enterprise value on a sustainable basis and ensures a balanced relationship between management and control (corporate governance). It decides on the Group’s medium-term planning, budget and annual objectives. The values and essential framework of the company’s activities are also determined by the Board of Directors. With regard to personnel, it is responsible for the selection and deselec- tion of the members of the committees, the CEO and the members of the Corporate Executive Committee as well as the organisation of the remuneration system. The specific duties of the Board of Directors of Galenica Ltd. are based on the Swiss Code of Obligations (in particular Art. 716A CO), the company’s Articles of Association and its Organisational Regulations (see related links on page 64). Pursuant to the Articles of Association, the Board of Directors consists of five to nine members. It consisted of seven mem- bers as of the end of 2018. Bertrand Jungo was elected to the Board of Directors at the Annual General Meeting 2018. In selecting the members of the Board of Directors, care is taken to ensure that competency for each significant area of the Galenica Group’s activities is represented and that the necessary specialised expertise is also available. The election of Bertrand Jungo strengthened expertise in retail and digitisation. Attention will also be paid to diversity in future succession planning. The Board of Directors reviews its functional effectiveness once a year. In 2018, the Board of Directors carried out an assessment assisted by BHP Brugger and Partner. The Board of Directors was found to be a well constituted team of optimum size, with a range of experience, complementary expertise and a good combina- tion of different personalities. The Articles of Association of Galenica Ltd. restrict the abil- ity of its directors to act in the highest management and administrative bodies of other legal entities outside of the Group (Art. 17 (3) of the Articles of Association). This includes, in particular, limiting such outside activity to five mandates in listed and seven mandates in profit-oriented non-listed legal entities. None of the members has reached the limit. With the exception of the Chairman of the Board of Direc- tors, Jörg Kneubühler, none of the members of the Galenica Board of Directors performed an operational management function at Galenica or any of the companies in the Group in the year under review or at any time during the previous three years. Duties of the Chairman The Chairman is responsible for leading the Board of Direc- tors and the ongoing optimisation of Group strategy. The duties of the Chairman include questioning and supporting the CEO and the Corporate Executive Committee with regard to the development of the Group’s strategic business planning and financial objectives, and representing the Board of Directors and, in agreement with the CEO, Galenica externally. The Chairman monitors implementation of deci- sions taken by the Annual General Meeting and Board of Directors. He also ensures succession planning at the high- est management level. Disclosure of potential conflicts of interest No member of the Galenica Board of Directors has any sig- nificant relations with Galenica or any of its subsidiaries. Philippe Nussbaumer is a pharmacist in the canton of Neuchâtel and is a customer of Galexis and a Winconcept partner. The business relationships between the companies of the Galenica Group and Philippe Nussbaumer are on an “at arm’s length” basis. Election and term of office Each member of the Board of Directors, its Chairman, each member of the Remuneration Committee as well as the independent proxy are elected individually by the Annual Corporate Governance Galenica