Governance

Zur deutschen Version

Roche is committed to serving all its stakeholders. As a basis for the successful implementation of this commitment our Corporate Governance principles accordingly put the focus of our business activities on sustainable value creation and innovation and prescribe a management culture conforming to recognised standards of good corporate governance and a policy of transparent communication.

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.

Image with details of Governance structure of Roche in English

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 .

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

Explore Roche's Governance

Board of Directors

The Board of Directors' composition and the curricula vitae of its members.

Board Committees

Our Board of Directors has delegated certain matters to four committees for detailed attention.

Executive Committee

The Executive Committee's composition and the curricula vitae of its members.

Annual General Meeting

The General Meeting is convened by the Board of Directors, together with its agenda and the proposals of the Board of Directors and the shareholders.

Governance ressources

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

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

Articles of Incorporation & Bylaws

Our Articles of Incorporation contain the principal information on Roche's business purpose, structures and statutory bodies.

Code of conduct

The Roche Group Code of Conduct states the expectations Roche as an employer has towards his employees and sets forth the standards for business behaviour that apply throughout the Roche Group.

Statutory auditors

Statutory auditors are elected each year by the Annual General Meeting.

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