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The members of the Board of Directors discuss specific topics in the Board’s committees. Each committee Chairperson provides the complete Board of Directors with regular updates on the current activities of the respective committee and on important committee issues.
Governance & Risk Committee
The Governance & Risk Committee is responsible for developing and upholding principles of corporate governance and corporate sustainability for the Julius Baer Group. It determines the overall concept and policy with regard to the Company’s risk management and monitors the financial risks, including compliance with the rules governing equity capital, liquidity and the general handling of legal and regulatory risks. It is responsible for authorising market, credit and financial risks. It determines, coordinates and reviews the risk limits in the context of the overall risk policy and reviews the policies with regard to risk. The committee approves and supervises the implementation of the yearly Compliance programme.
It furthermore approves the issuance of guarantees, letters of comfort and similar items relative to Julius Baer Group Ltd. and the principal operating subsidiaries. It approves the entry into, the dissolution and the modification of joint ventures of strategic importance by the principal operating subsidiaries, and approves the issue and amendment of Organisational and Management Regulations of the principal operating subsidiaries, including the allocation of responsibilities.
It also approves the formation, the change in capital or ownership structure, the change of legal form or licences, and the liquidation or closure of all subsidiaries.
Members: David Nicol (Chairperson), Romeo Lacher, Richard M. Campbell-Breeden and Olga Zoutendijk
The Audit Committee is responsible for the integrity of controls for financial reporting and the review of the Company’s and the Group’s financial statements, including the interim management statements but in particular the consolidated statement of the Group and the annual and semi-annual financial statements before they are presented to the complete Board of Directors for approval. It also reviews the internal and external communication regarding the financial data and accounting statements and related information. It monitors compliance by the Company with its respective legal and regulatory obligations and ensures the receipt of regular information. The Committee monitors the activities of Group Internal Audit and ultimately determines the compensation paid to the Head of Group Internal Audit.
The Committee ensures contact with the external auditors at the level of the Board of Directors and monitors their performance and independence as well as their cooperation with the internal auditors. The Committee is also responsible for assessing the performance of the external auditors on an annual basis. It reviews their reports about the rendering of the accounts and the management letter and provides a recommendation to the complete Board of Directors regarding election of the external auditor at the Annual General Meeting.
Members: Heinrich Baumann (Chairperson), Ivo Furrer, Tomas Varela, Eunice Zehnder-Lai and Olga Zoutendijk
Nomination & Compensation Committee
This Committee shall carry out the Board’s overall responsibility for drawing up the remuneration principles, remuneration strategy and policies covering the Chairman of the Board of Directors, the further non-executive members of the Board of Directors, the Chief Executive Officer and the further members of the Executive Board within the Julius Baer Group. This includes reviewing any compensation principles, reviewing and approving compensation policies relating to the Company as a whole as well as any compensation policies within the Group which are linked to the shares of the Company.
It annually reviews the compensation elements and the share ownership programmes by considering possible impacts of new regulatory developments and feedback received from stakeholders and is responsible for reviewing and approving the Company’s principles on total compensation and benefits (Remuneration Policy).
The Committee is also responsible for the long-term succession planning at the level of the Board of Directors. It assesses candidates as possible new members of the Board of Directors and prepares respective nominations for approval by the complete Board of Directors as well as for final consideration by the Annual General Meeting.
It is also responsible for the long-term succession planning of the Chief Executive Officer and the other members of the Executive Board and in this function assesses potential candidates and prepares respective nominations for approval by the Board of Directors.
Members: Richard M. Campbell-Breeden (Chairperson), Gilbert Achermann, Kathryn Shih and Eunice Zehnder-Lai
Development & Innovation Committee
The Development & Innovation Committee is responsible for assisting the Board in its overall oversight responsibilities relating to matters of long-term transformational challenges, business development, innovation and plans as developed by the management. It identifies and assesses existing and future trends in the areas such as structural changes in business and operating model, technology and innovation. It evaluates how these trends may affect the company’s operations or if they present new business opportunities.
The Committee is responsible for monitoring and maintaining a line of sight into the long-term transformational changes and challenges of the industry and the company. It supports the Board and management in deepening their knowledge and understanding of long-term trends with regards to digital transformation and innovation topics. It regularly updates the full Board and aligns closely with the management.
Members: Kathryn Shih (Chairperson), Gilbert Achermann, Heinrich Baumann, Ivo Furrer and Tomas Varela