The Board of Directors is responsible for the ultimate direction of the company and for the supervision and oversight of Group executive management. It appoints and monitors the
Group Executive Board and periodically revises and signs off the Corporate Charter and Group strategy. The Board of Directors issues directives and guidelines as necessary and
determines the Group's organisational structure and risk policies.
Members
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Dr Urs Widmer, born 1941
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| Chairman of the Board of Directors, elected for the first time in 2003, elected until 2009, Member of the Nomination and Compensation Committee |
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Curriculum Vitae
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Dr Wolfhard Graetz, born 1946
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| Vice-Chairman of the Board of Directors, elected for the first time in 1997, elected until 2009, Member of the Audit Committee |
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Curriculum Vitae
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Bruno Basler, born 1963
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| Elected for the first time in 2005, elected until 2009, Chairman of the Nomination and Compensation Committee |
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Curriculum Vitae
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Peter Quadri, born 1945
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| Elected for the first time in 2005, elected until 2009, Member of the IT Committee |
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Curriculum Vitae
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Heinz Roth, born 1954
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| Elected for the first time in 2004, elected until 2009, Chairman of the IT Committee, Member of the Audit Committee |
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Curriculum Vitae
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Dr Pierin Vincenz, born 1956
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| Elected for the first time in 2005, elected until 2009, Member of the IT Committee |
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Curriculum Vitae
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Prof. Dr Hans Caspar von der Crone, born 1957
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| Elected for the first time in 2000, elected until 2009, Chairman of the Audit Committee |
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Curriculum Vitae
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Heinrich Wegmann, born 1951
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| Elected for the first time in 2005, elected until 2009, Member of the Nomination and Compensation Committee |
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Curriculum Vitae
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Committees of the Board of Directors
The Board of Directors can delegate some of its duties to committees. The standing committees are as follows: Nomination and Compensation Committee (NCC), Audit Committee (AC) and
IT Committee (ITC). Their duties and powers are specified in internal regulations.
Nomination and Compensation Committee (NCC)
The NCC prepares decisions concerning all important personnel issues and related organizational issues at the level of the Group Executive Management and senior executives,
including compensation issues, for approval by the Board of Directors. The NCC also decides on the compensation of the members of the Board of Directors of Vontobel Holding AG
with the exception of the Chairman. The meetings of the NCC are attended by the CEO as well as the Head of Human Resources. The CFO is invited to attend when financial issues are
discussed. The meetings usually last about four hours. A total of four meetings were held during the year under review.
Audit Committee (AC)
The AC examines whether all systems created to monitor compliance with legal and statutory provisions are appropriate and whether they are being applied properly. It reports to
the Board of Directors and provides it with recommendations. It also monitors and evaluates the integrity of the financial results, internal controls, the effectiveness of the
external auditor and Internal Audit. Its range of responsibilities include aspects of external and internal audit; the interaction between the Board of Directors, the CEO, the
Group Executive Management and the heads of the business units and support units; the internal monitoring system; risk management; compliance activities and the structure of the
Compliance function; accounting; and the receipt and handling of internal and external audit reports. The AC can conduct special reviews of important issues in consultation with
the Chairman of the Board of Directors and can request additional internal and/or external resources for this purpose.
The Chairman of the Board of Directors is not a member of the AC. All the members of the AC meet the independence criteria prescribed by supervisory law. The meetings of the AC
are also attended by the CEO, the CFO and representatives of Internal Audit and the external auditor. When specific topics are discussed, specialists in certain fields -
particularly from Finance & Risk - are also invited to attend. The meetings usually last five to eight hours. A total of four meetings were held during the year under
review.
IT Committee (ITC)
The IT Committee is responsible for the in-depth examination of IT issues. The ITC is primarily responsible for preparing decisions relating to strategic IT projects and it
submits its recommendations to the entire Board of Directors. The meetings of the ITC are attended by the CEO, the CFO and the Head of Operations of the Vontobel Group and
representatives of Internal Audit and the external auditor. The meetings usually last two to three hours. A total of three meetings were held during the year under review.
Election procedures
The Chairman of the Board of Directors and all other members of the Board are elected individually by the General Meeting. The Board of Directors constitutes itself except for the
position of Chairman. The members of the Board of Directors are elected to a term of one year and may be re-elected. According to the internal organizational regulations, members
of the Board of Directors have to step down on the date of the General Meeting in the calendar year in which they turn seventy.
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