CA Indosuez (Switzerland) SA Annual Report 2022 40 2.3. ORGANISATION 2.3.1. Operational approach As a general rule the Board of Directors meets four times per year and, if necessary, holds special meetings. The work of the Board is based on agendas drawn up by the Corporate Secretary. Its meetings take place according to a pre-established agendas and are subject to minutes signed jointly by the Chairman, or, failing that, by one of the ViceChairmen, and the Secretary. The functioning of the Board of Directors is governed by the Internal Rules. This document primarily sets out principles and best practices of corporate governance designed to promote the quality of the work of the Board, such as obligations of confidentiality, independence, loyalty and duties in respect of inside information and conflicts of interest. Directors with conflicts of interest must report the conflict and abstain from deliberations. In 2022, the Board of Directors met 5 times and held two meetings by circulating a resolution’s proposal. 2.3.2. Responsibilities The Board of Directors is the body responsible for senior management, senior management oversight, risk and the adequacy of the system of the internal management control of the Bank and its sub-Groups. Accordingly, the Board deals with major agenda topics relating to strategy, general policy, management and the oversight of activities and risks. When appropriate, the Board approves a proposal by the Committee responsible for the operational management of the Bank, the resources, organisation and planning necessary for implementation. It defines the guiding principles of the governance structure and the overall organization. The Board has the ultimate responsibility for finance, method of accounting and financial control based on fixed objectives, the preparation of the annual management report, the approval of the annual budget and the setting of financial objectives for the year —including equity planning and liquidity risk tolerance. In addition, the Board is responsible for maintaining adequate resources for governance, the oversight and it controls that applicable rules and regulations are observed (compliant). The Board resolves issues and matters related to the administration of the Bank referred to it by the members of the Executive Committee1 and other issues brought before it by specialised committees. Amongst other things, it decides on changes to the Bank’s activities, structures and strategic or real estate investments, such as: the creation, acquisition or disposal of subsidiaries and ownership interests, the opening or closing of branches and representative offices, the acquisition or disposal of business as going concern and the sale or purchase of buildings. It also takes the necessary decisions on legal and regulatory provisions, specifically in the areas of Corporate Governance, Human Resources, Risk Management and Internal Control. Once a year, the Board of Directors conducts a selfevaluation of its membership, objectives and operating procedures and its performance. Its members conduct also annually an evaluation to measure their individual performance. The Board of Directors delegates some of its tasks, within the limits set forth by applicable laws and regulations, to its specialised committees. These committees meet several times a year depending on the subjects and the required notice to be given to the Board. The Audit and Risk Committee meets at least once every quarter and the Compensation Committee meets at least twice a year. Their members are appointed by the Board of Directors from amongst the Directors sitting on the Board. Membership of these subcommittees at 31 December 2022: • Audit and Risk Committee: Messrs. François Veverka (Chairman), Laurent Chenain, Mrs. Christine Florentin and Mrs Biba Homsy. • Compensation Committee: Messrs. Pierre Masclet (Chairman), Bastien Charpentier and Mrs. Katia Cornu Coudray These committees operate on the basis of agendas prepared by the Secretary’s Office. They are responsible to bring and independent and competent support to the Board of Directors. They have essentially a consultative role vis a vis the Board of Directors, by providing it with their opinion they facilitate the Board of Directors’ decision without replacing it. Their decision-making powers are limited. The Board of Directors retains overall responsibility for the tasks it assigns to them. The Audit and Rrisk Committee holds authority over the closing of accounts and financial reports, risk management, supervision and internal control, including audit. The Compensation Committee conducts an annual review of Bank’s compensation policy, ensures its compliance with applicable regulations and recommends any necessary adaptations. It satisfies itself as to proper implementation, informs the Board thereof and draws up the related annual report for the Board. The Internal Organizational Rules provide more details on the roles, tasks and responsibilities of the Board and its subcommittees. 2.3.3. Information and control Instruments related to operational management The Board of Directors is regularly informed of relevant matters pertaining to the activities and the situation of the Bank. This information is provided to the Board by the Operations Division, the Board’s committees, the auditing firm and General Inspection. Out of the Board meetings, the Chief Executive Officer regularly consults with the Chairman and the Vice- Chairman of the Board based on the main decisions of the Operations Division and on matters vital to the Bank and its entities. Moreover, the Chief Executive Officer immediately notifies the Chairman of any business, incidents or extraordinary events triggering a significant influence on the activities, situation or reputation of the Bank or the Group. In addition, the CEO immediately notifies the Chairman of the Board 1 As from December 1, 2022, of the General Management Committee 2 As from December 1, 2022, of the General Management Committee
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