ORGANISATIONAL RULES SIKA AG AND SIKA GROUP

Transcription

1 ORGANISATIONAL RULES SIKA AG AN SIKA GROUP

2 CONTENTS 1. FUNAMENTALS 3 2. BOAR OF IRECTORS 4 3. CHAIRMAN OF THE BOAR 6 4. VICE-CHAIRMAN OF THE BOAR 6 5. AUIT COMMITTEE (AC) 7 6. NOMINATION- AN COMPENSATION COMMITTEE (NCC) 8 7. CHIEF EXECUTIVE OFFICER (CEO) 9 8. GROUP MANAGEMENT (KL) 9 9. VICE EXECUTIVE OFFICER MEMBERS OF GROUP MANAGEMENT AREA MANAGERS BOARS OF IRECTORS OF SUBSIIARIES SOUNING BOAR GENERAL PROVISIONS CLOSING PROVISION 13 Annex I: Corporate Structure of Sika AG and Sika Group Annex II: Authorities in business matters 2/19

3 1. FUNAMENTALS Pursuant to section 716b OR (Swiss Code of Obligations) and section 17 Para. 3 and 4 of the Articles of Association, the Board of irectors of Sika AG hereby issues the following organisational rules for Sika AG and the Sika Group. Sika AG and the Sika Group are hereinafter collectively referred to as Sika. The organisational rules establish the duties, authorities and responsibilities (hereafter AR) of the following corporate bodies and offices: Board of irectors (BO) Chairman of the Board (Chairman) Vice-Chairman of the Board Audit Committee (AC) Nomination and Compensation Committee (NCC) Chief Executive Officer (CEO) Group Management (KL) Vice Executive Officer Regional Managers, Functional Managers and Area Managers Boards of irectors of Subsidiaries Sounding Board The organisational structure is attached in Annex I. The Competences for Business Matters are attached in Annex II. 3/19

4 2. BOAR OF IRECTORS 2.1. AR The BO is the chief executive body of Sika. Subject to the legal and statutory obligations of the Shareholders' Meeting or the Auditors it holds all AR. They include the following AR: efines the framework of the operational Group management: - Philosophy and Policies of Sika - Strategy - Three year plan and annual budget including financial planning Establishes the Group organisation Insures the executive management of the Group. The BO constitutes itself in the first meeting following the Shareholders' meeting. It appoints and discharges: - the Chief Executive Officer (CEO) - the Members of the KL Issues the Annual Report and prepares for and conducts Shareholders' Meeting. Implements decisions of the Shareholders' Meeting Supervises and controls: - the implementation of Philosophy and Policies and strategies the Group's ongoing business (year-end and quarterly statements, monthly reports) - financial and management accounting - compliance with laws, statutes, rules and regulations Approval of business matters as per Annex II The BO may delegate the preparation, implementation and supervision of its AR to committees or individual members of the BO. The following committees exist: Audit Committee (Section 5) Nomination- and Compensation Committee (Section 6). Except for the Chairmen of the Committees, which are appointed by the BO, the Committees constitute themselves The BO delegates the operational Group Management functions to the KL unless it has expressly reserved such management functions to itself or to one of its bodies or unless such delegation is prohibited by law, the articles of association or these organisational rules It supervises AR delegated to third parties. 4/19

5 2.2. ORGANISATION The BO meets at the invitation of the Chairman as necessary, but at least 4 times a year. Any member of the BO may call an immediate meeting by so stating the purpose of said meeting Except in urgent cases, the invitation for the meeting and relevant documents must be sent out at least five working days before the meeting The BO may only adopt resolutions if the majority of its members are present. Resolutions of the Board can only be adopted by the majority vote of the directors present. Resolutions can also be adopted in writing in the absence of a BO meeting if consented to in writing by the absolute majority of all members unless a member requests oral deliberation within five days of receipt of written proposal. Reservations and comments of a member must be communicated to the entire Board. The Chairman has the casting vote Minutes must be taken of all deliberations and resolutions by the BO and be signed by the Chairman and the Secretary As a general rule, the CEO attends the meetings and may advise the BO. The participation of others lies with the discretion of the Chairman The BO assesses its performance on an annual basis RIGHT TO INFORMATION AN REPORTING Each member of the BO is entitled to timely and comprehensive reports on all aspects of Sika's business in accordance with members AR In every meeting, the Chairman, or, at the Chairman s instruction, the CEO informs the BO about the ongoing business. The BO shall be advised immediately by the Chairman about extraordinary events If a member of the BO desires to obtain information or to review business documents outside of a meeting, a request to obtain such information or document must be submitted to the Chairman To the extent it is required for the fulfillment of a member s duties; any member of the BO may submit a request to the Chairman to make records and files available to that member of the BO. If the Chairman declines a request for information, for a hearing or a review of records, the final decision is to be taken by the BO. 5/19

6 3. CHAIRMAN OF THE BOAR 3.1. AR The Chairman has the following AR: Supervises all personnel responsible for the operational management of the Group Organises meetings, collects and disseminates information to the BO concerning pending decisions of the BO. Calls and chairs the meetings of the BO Represents Sika to persons and entities outside of Sika, particularly to shareholders. Also represents the BO within Sika Acts as liaison with shareholders, particularly with the majority shareholder and shareholders whose holdings exceed 5% of all voting shares in Sika AG Oversees the implementation of the resolutions of the BO Chairs the Shareholders Meeting of Sika AG Approves business matters as per Annex II REPORTING As part of his AR, the Chairman is regularly and comprehensively informed on all matters pertaining to Sika. Information is primarily provided by the CEO and the Chief Financial Officer (CFO) Extraordinary events must be reported to the Chairman without delay Any reports to the BO are previewed by the Chairman. 4. VICE-CHAIRMAN OF THE BOAR If the Chairman is temporarily excused from his duties the BO elects a Vice-Chairman for this period who is fully authorised to act with the Chairman s AR. 6/19

7 5. AUIT COMMITTEE (AC) 5.1. AR'S The Audit Committee has the following AR's: Reviews the results of the External Audit, particularly the Auditor's report for the annual financial statements of Sika AG and the Group, as well as for the interim financial statements and the management letters Reviews internal control systems, particularly the results of the Internal Audit, risk management and compliance efines the scope of the Internal Audit in consultation with the Chairman and supervises the interaction between external and internal auditors The Internal Audit reports to the AC. For this purpose the AC designs a detailed job description for the Internal Audit ("Audit Charta") Approves the External Auditor's budgeted fee as proposed by the CFO. Reviews any potential conflicts of the Auditor's auditing activities with its other consulting functions Reviews its AR on an annual basis ORGANISATION The majority of the AC, including its chairman, shall be independent and experienced in financial and management accounting The AC meets at the invitation of its chairman as necessary but at least twice a year As a general rule, the CFO and, if needed, the CEO attend the meetings and advise the AC. The participation of others, particularly representatives of the External Auditor or the Internal Audit, lies with the discretion of the AC chairman The AC's minutes are sent to the members of the BO. Sections to apply accordingly INFORMATION, REPORTING AN REQUESTS FOR APPROVAL Extraordinary events pertaining to its AR must be reported to the AC without delay The AC informs the BO in a timely manner on the results of its activities and submits requests for approval by the BO to the Chairman. 7/19

8 6. NOMINATION- AN COMPENSATION COMMITTEE (NCC) 6.1. AR The NCC has the following AR: Prepares personnel planning on the level of BO and KL by setting criteria for the search and selection of candidates succession planning and management development proposal to engage or dismiss a member of the KL Provides BO with a performance assessment of KL members Proposes the basic salary and bonus for the KL, the latter based on defined criteria Proposes remuneration for members of the BO Reviews its AR on an annual basis ORGANISATION The NCC meets at the invitation of its chairman as necessary, but at least once a year As a general rule, the CEO attends the meetings and advises the NCC. The participation of others lies with the discretion of the chairman The NCC's minutes are sent to the members of the BO. Sections to apply accordingly REPORTING AN REQUESTS FOR APPROVAL The NCC informs the BO in a timely manner on the results of its activities and submits to the Chairman requests for approval by the BO. 8/19

9 7. CHIEF EXECUTIVE OFFICER (CEO) Members of the KL report to the CEO. The CEO reports to the Chairman and has the following AR: 7.1. Implements Sika s Philosophy and Policies Leads the KL in accordance with the resolutions and directions of the governing bodies and offices and with a view to reaching the budget, the three year plan and the strategic targets Organises and chairs the meetings of the KL Submits requests for approval to the Chairman and the BO Ensures the timely and comprehensive reporting to the Chairman and the BO in accordance with their AR Represents Sika with regard to operational aspects to the public (particularly customers, suppliers and the financial community). 8. GROUP MANAGEMENT (KL) 8.1. AR The KL is led by the CEO. Regional Managers and Functional Managers are members. The KL is responsible for the operational management of Sika based on the resolutions of the governing bodies and with a view to reaching the budget and the three year plan as well as strategic goals. The operational management includes, but is not limited to, the following: Preparation of all information necessary for resolutions to be adopted by the Chairman and the BO pursuant to their AR Implementation of resolutions of the Chairman and the BO also on the operational and functional levels Planning and development of junior management Approval of business matters as per Annex II Securing of timely and comprehensive reporting to the Chairman and the BO in line with their AR. 9/19

10 8.2. ORGANISATION The KL meets at the invitation of the CEO as often as necessary The invitation for the meeting and relevant documents must be sent out at least one weekend before the meeting The KL may only adopt resolutions if the majority of its members are present. Resolutions of the KL can only be adopted by the majority vote of the KL members present. Resolutions can also be adopted in writing in the absence of a KL meeting if consented to in writing by the absolute majority of all members unless a member requests oral deliberation within five days of receipt of the written proposal. Reservations and comments of a member must be communicated to all other members of the KL. The CEO has the casting vote ELEGATION OF AR The KL may delegate the preparation, execution and monitoring of certain AR as per section 8.1 to individual members of the KL or to permanent project teams or work groups The KL determines the relevant lists of duties and responsibilities for its members and permanent project teams or work groups and submits them to the Chairman for approval. 9. VICE EXECUTIVE OFFICER If the CEO is temporary excused from a BO meeting, the Vice Executive Officer is fully authorised to act with the CEO's AR. 10/19

11 10. MEMBERS OF GROUP MANAGEMENT REGIONAL MANAGER The Functional Manager has the following AR: Exercises his duties as a member of the KL as per section Assumes full responsibility for the region with a view to achieving the budget and the three year plan as well as strategic goals Represents the region in the KL and the latter to the companies and areas of his region Implements the resolutions of the BO, Chairman and the KL and exercises the necessary supervisory functions In addition, Regional Manager s duties are detailed in the list of personal duties and responsibilities FUNCTIONAL MANAGER The Functional Manager has the following AR: Exercises his duties as a member of the KL as per section Leads the functional area with a view to reaching the budget and three year plan as well as strategic goals Represents the functional area in the KL and the latter to his subordinates Implements the resolutions of the BO, Chairman and the KL and exercises the necessary supervisory functions In addition, his duties are detailed in the list of personal duties and responsibilities. 11. AREA MANAGERS If authorised by the KL, Regional Managers may delegate part of their AR to Area Managers. "Area" designates a group of subsidiaries in a culturally or linguistically similar or an economically uniform area. Area Managers may act as General Manager of a subsidiary company in their area. 11/19

12 12. BOARS OF IRECTORS OF SUBSIIARIES COMPOSITION AR Board of irectors of subsidiaries will only be maintained where legally required with the minimum amount of members, being the Regional and/or Area Manager as well as the Regional Finance Controller. Other members are appointed by the KL. The General Manager is not a member, except where approved by the KL. The Board of irectors' duties are in accordance with the local legal requirements and the personal AR of its members. 13. SOUNING BOAR AR The KL may appoint a Sounding Board for specific growth countries or areas. The Sounding Board advises the KL on issues which namely regard the Group strategy and its implementation in that country or area. The Sounding Board has no decision power COMPOSITION The Sounding Board consists of external persons with knowledge of that country or area and representatives of the KL. It is chaired by the Regional Manager ORGANISATION The Sounding Board meets on invitation of its chairman as often as required. 14. GENERAL PROVISIONS CONFIENTIALITY AN RETURN OF RECORS The members of the BO must keep confidential all information they receive, or become aware of, as a result of their position. Subject to prevailing personal interests, business records must be returned at the latest at the end of their term of office or their destruction must be confirmed in writing CONFLICT OF INTEREST To the extent possible, members of the BO shall conduct their private and business activities in such a way to avoid conflict of interests. In case of a conflict of interest, the respective member of the BO shall inform the Chairman and abstain from voting on the issue. Business activities between Sika and members of the BO are subject to the arms-length-principle. 12/19

13 14.3. PHILOSOPHY AN POLICIES Members of the BO act in compliance with Sika's Philosophy and Policies, namely its chapter 10, as well as in line with other Board regulations (in particular Insider Trading) AGE LIMIT The age limit for members of the Board of irectors of Sika AG is the completed 70th year of age. 15. CLOSING PROVISION These rules are effective as of May 2013 and replace the Organisational Rules of February 25 th, Baar, May 2013 Paul Hälg Chairman of the Board 13/19

14 Annex I Group Management of Sika CEO J. Jenisch HR Legal Procurement Quality & Sustainability EMEA * P. Schuler Asia/Pacific H. Gisel North America C. Ganz Latin America J. L. Vázquez CFO R. Trächsel Concrete & Waterproofing E. Schümperli Building Systems & Industry S. Ponti Technology U. Mäder * Europe, Middle East, Africa 14/19

15 Annex II AUTHORITIES IN BUSINESS MATTERS Matter AC VR VRP KL 1 Investments and contractual obligations Part of budget (incl. KL-Reserve) 2 up to CHF 10 mill. from CHF 10 mill. up to CHF 20 mill. A in excess of CHF 20 mill. A 1.2 Not part of budget up to CHF 5 mill. aggregated I from CHF 5 mill. to CHF 10 mill. aggregated I RPA in excess of CHF 10 mill. 1.3 Purchase or sale of real estate according to section 1.1 or 1.2 with no possibility of delegation below level of KL RPA 1.4 Rental of real estate according to section 1.1 with no possibility of delegation below level of KL for commitment > CHF 500' ivestments: according section Investment accounting in excess of CHF 25 mill. I RPA = Submit RPA = ecision I = Information 1 Investments include any purchase of fixed assets as well as contractual obligations (lease, rent, purchase obligation with regard to fixed assets) if the total of the obligations reaches the thresholds 2 i.e. specifically named in the budget or part of the KL-Reserve 15/19

16 Matter VR VRP KL 2 Financial Investments 2.1 Sika AG Change in equity RPA ebt financing Principal transaction RPA Management within limits of principal transaction 2.2 M&A Non-binding offer up to CHF 50 mill. I from CHF 50 mill. to CHF 100 mill. in excess of CHF 100 mill. I RPA Binding undertaking up to CHF 10 mill. I from CHF 10 mill. to CHF 20 mill. in excess of CHF 20 mill. I RPA Incorporation, variation of equity or debt (if pro-vided by a third party) of subsidiaries and joint ventures up to CHF 10 mill. from CHF 10 mill. to CHF 20 mill. RPA in excess of CHF 20 mill. 3 Share or asset deal 16/19

17 Matter AC VR VRP KL 2.3 Guarantees, letter of comfort, letter of awareness up to CHF 5 mill. aggregated from CHF 5 mill. to CHF 10 mill. aggregated RPA in excess of CHF 10 mill. I 4 RPA 2.4 Asset Management Holding: according to Asset Management rules Subsidiaries in line with Asset Management rules 3 Financial reporting Principles of accounting RPA 4 Yearly overview of all guarantees 5 Principal BO decision on Asset Management remains reserved 17/19

18 Matter AC NCC VR VRP KL 4 Personal Remuneration Chairman RPA Remuneration other members of BO RPA 4.1 CEO engagement, dismissal RPA Terms RPA 4.2 Member of KL engagement, dismissal RPA Terms RPA uties RPA 4.3 Teams and Board subsidiaries Composition uties 4.4 Area Manager, General Manager Engagement and dismissal of the top 10 subsidiaries I RPA Others Terms 4.5 Auditors Group and Sika AG Engagement and dismissal RPA Terms RPA 4.6 Secretary to the Board 4.7 Signatories Sika AG RPA 6 Subject to the decision of the General Assembly 18/19

19 Sika AG Zugerstrasse Baar Switzerland Author Stefan Mösli Phone: Fax: Mail: 19/19