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 Board's Bylaws):
- Chairman's/Nomination Committee of the Board of Directors (comprising the Chairman and Vice-chairman)
- 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 Chairman's Committee is composed of two Board members.
The Chairman and Vice-chairman serve jointly as the Chairman's Committee as well as a Nomination Committee. In the latter capacity they prepare proposals to the Board of Directors regarding the appointment of new Board members and are concerned with succession planning and the evaluation of candidates for the Executive Committee.
Since 2018, a formal Board diversity policy is included in the Roche's Bylaws (page 10, article 7 para 4-7) for the selection and nomination processes of the Nomination Committee considering independence, expertise, experience and skills needed (incl. related to economic, environmental and social aspects) tasks seeking - where possible - to establish balance in terms of diversity - including but not limited to - gender, age, nationalities or country of origin, competencies, experiences and thinking styles. Race and ethnicity are inherently included in the criteria.
The Audit Committee assists the Board of Directors in overseeing the management of the Group's businesses, particularly with respect to financial matters. In particular the committee reviews:
- 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 external auditors;
- financial planning, budgets and budget execution;
- 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);
- longer-term business plans and strategy and communication of same in the Company’s annual reports;
- risk management, internal control systems, risk plans and risk assessment of the Corporate Executive Committee;
- taxation matters and oversees taxation risks and governance incl. the company's taxation strategy.
The Corporate Governance and Sustainability Committee shall assist the Board of Directors in matters relating to corporate governance and in promoting sustainable management of the Company’s activities’. The Committee shall supervise compliance of internal business principles and principles of behaviour with respect to legal as well as safety and environmental matters.
The Corporate Governance and Sustainability Committee shall oversee the sustainability reporting.
The Remuneration Committee whose members as of 2014 are elected by the General Meeting from among the Board of Directors' members, shall decide on the remuneration of the Executive Chairman and the Chairman of the Executive Committee (who must not be present at the time). Furthermore, it shall be responsible for approving, upon proposal by the Executive Chairman (other than in the case of his own compensation):
- the Group’s remuneration policy;
- the compensation packages of members of the Executive Committee, those of certain other senior or special employees, and those of the general managers of the largest subsidiaries;
- stock options, bonuses and similar profit-sharing schemes, and for approving in principle pension fund benefits and other post-employment benefit plans.