Corporate governance at Roche serves to ensure that management and oversight of Group operations are conducted responsibly and with a focus on creating value. The Board of Directors has delegated certain matters to four committees for detailed attention prior to referral to the full Board (see
Chairman's/Nomination Committee of the Board of Directors
Audit Committee
Corporate Governance and Sustainability Committee
Remuneration Committee
The Audit Committee, the Remuneration Committee and the Corporate Governance and Sustainability Committee are each composed of at least three Board members who are not members of the Executive Committee. The Vice-Chairman or Vice-Chairmen and potential other members of the Board together with the Chairman of the Board of Directors shall constitute the Chairman's Committee of the Board of Directors chaired by the Chairman of the Board of Directors.
The Chairman's Committee of the Board of Directors shall be responsible for preparing resolutions of the Board of Directors and for overseeing the implementation of the same, save where this function is carried out directly by the Chairman of the Board of Directors or by a Committee of the Board of Directors.
The Chairman's Committee of the Board of Directors shall also perform the role of a Nomination Committee, in particular plan the replacement of outgoing members and evaluate candidates for positions on the Board of Directors or on the Executive Committee (advisory/preparatory capacity).
The Nomination Committee shall seek to establish an appropriate balance with respect to the composition among the members of the Board of Directors, among the members of the different Board Committees and with respect to the composition of the Executive Committee. It shall carry out research on potential candidates and recommend appropriate candidates for the Board of Directors' approval.
Since 2018, a formal Board diversity policy is included in Roche's Bylaws (article 7, para 4-8).
In the selection and nomination processes the Nomination Committee shall consider independence, expertise, experience and skills needed (incl. related to economic, environmental and social aspects) for the Board of Directors', the Board Committees' or the Executive Committee's tasks seeking - where possible - to establish a balance in terms of diversity - including but not limited to - gender, age, nationality or country of origin, competencies, experiences and mindset. Race and ethnicity are inherently included in the criteria.
The Nomination Committee shall ensure that there is adequate succession planning for the Company's executive bodies.
The Audit Committee shall assist the Board of Directors in supervising the management of the Company, particularly with respect to financial matters. In particular, the Committee shall review in an advisory/preparatory role:
accounting systems and procedures;
the organisation and scope of financial controlling, including internal auditing;
financial reporting to shareholders and the general public as well as the relationship with the external auditors;
financial planning;
internal financial control systems;
investments of liquid assets and financial investments, including investments of assets by the Company's post-retirement benefit plans (investment principles and polices, funding status, investment instruments, diversification, return on investments, etc);
tax matters, tax risks and tax governance, including the Company's tax strategy.
In addition, the Audit Committee monitors and approves:
risk management processes, internal control systems;
specific risk management topics delegated by the Board of Directors.
The Corporate Governance and Sustainability Committee shall assist the Board of Directors in an advisory/preparatory role in matters relating to:
corporate governance;
non-financial reporting.
In addition, the Corporate Governance and Sustainability Committee monitors and approves:
compliance with internal business principles and principles of behaviour;
promoting sustainable management of the Company's activities;
safety and environment;
specific risk management topics delegated by the Board of Directors.
Since 2014, Remuneration Committee members are elected by the Shareholder's Annual General Meeting from among the Board of Directors' members.
Within the limits of the General Meeting's binding approval on the total remuneration of the Board of Directors and the Executive Committee, the Remuneration Committee shall decide on the remuneration of the Chairman of the Board of Directors (who must not be present at the time) and the CEO (who must not be present at the time).
In addition, the Remuneration Committee approves, upon proposal by the Chairman of the Board of Directors (other than in the case of his own compensation):
the Group's remuneration policy;
the
the
stock options, bonuses and similar profit-sharing schemes as well as, in principle, pension fund benefits and other post-employment benefit plans.
Committee members recuse themselves from deliberations and decisions on matters that affect their interests.
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