The Board of Directors represents the Group's owners (its shareholders and the holders of non-voting equity securities). It is responsible for the successful long-term management of the Group and therefore makes the strategic decisions and decides the structure of the business. In order to perform its role as efficiently as possible, the Board of Directors appoints four board committees, each of which has a specific remit.

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The Board of Directors assigns responsibility for the operational management of the company – i.e. all specific short to medium-term measures – to the Corporate Executive Committee. Consequently, the Corporate Executive Committee is also appointed and monitored by the Board of Directors.

As a body, the Corporate Executive Committee deals solely with operational matters that affect all divisions and functions – i.e. the company as a whole. The individual members of the Corporate Executive Committee, however, carry out all managerial tasks in relation to their individual business area (division or function).

This clear separation is set out in the Bylaws of Roche Holding Ltd, and is consistent with the directives for Swiss companies and relevant statutory norms of the Swiss Code of Obligations. 

The Roche Group meets all of the requirements with respect to Corporate Governance complying with the existing legal regulations, the SIX (Swiss stock exchange) directives and the Swiss Code of Best Practice for Corporate Governance as promulgated by the Swiss business federation ‘economiesuisse’.

The existing internal foundations, specifically the Articles of Incorporation and Bylaws, take account of all principles required for the management and supervision of the company to ensure strong corporate governance, including the requisite checks and balances. 

Details of the duties and competencies of Roche's corporate governance in the respective article of the Bylaws.

Article
BoD   4
Chairman of BoD   5
Vice-Chairman of BoD   6
CEO   9
CEC  10
Members of CEC  11