The Annual General Meeting elects the members of the Board of Directors on a yearly basis with elections in which each nominee is voted on separately.
A - Corporate Governance and Sustainability Committee
B - Audit Committee
C - Remuneration Committee
D - Chairman's Committee/Nomination Committee
E - Non-Executive Member
F - Executive Director
G - Independant Director
* Committee Chairman
Last Update: 16 March 2022
Based on Roche's independence criteria as set forth below, the seats on the Board of Directors (BoD) are held by independent directors. The only exception is Dr Severin Schwan based on his former executive position in the company as the CEO until 14 March 2023. Roche's target share of independent members of the BoD is > 50% of its members.
Roche’s Board of Directors’ independence definition is based on the definition in the ‘Swiss Code of best practice for Corporate Governance’ of 'economiesuisse' and is complemented by the following specific preceding criteria:
In order to be considered as independent, a director must:
not have been an employee of the company in an executive function within the last 3 years
not be a family member of an employee of the company, who is or was employed in an executive function by the company or any of its subsidiaries
not be a member the company's senior management
not be (including not be affiliated with a company) an advisor or consultant to the company
not be affiliated with a significant customer or supplier of the company
have no personal services contract(s) with the company or a member of the company’s senior management
not be affiliated with a not-for-profit entity that receives significant contributions from the company
not have been a partner or employee of the company’s external auditor during the past 2 years
must not have any other conflict of interest that the BoD itself determines to mean they cannot be considered independent
As outlined in the Annual Report 2022 on page 174, the Board of Directors regularly conducts an assessment (self-assessment / assessment by third parties via electronic survey and personal interviews) of its performance.
After an assessment by a third party in 2021, a Board assessment was performed in 2022 whereby the designated new Chairman of the Board of Directors conducted personal interviews with all members of the Board of Directors.
Generally, independent assessment of the board performance by a third party is conducted on a 2-3 annual basis, alternating with regular self-assessments.