CA Indosuez (Switzerland) SA - 2018 Annual Report

37

Activity report 2018

2.3.

Organisation

The Board adopts a stance on matters related to the administration of the Bank referred to it by the members of the Executive Committee and other issues brought before it by specialised committees. Among 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 goodwill 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 self-evaluation of its membership, objectives and the operating procedures. The Board of Directors delegates some of its tasks within the parameters allowed by laws and regulations to its specialised committees. These committees meet several times a year, depending on the subjects and the required notice provided to the Board. The Audit and Risk Committee meet 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 among the Directors sitting on the Board. The membership of these subcommittees at 31 December 2018 is the following: • Audit and Risk Committee: François Veverka (Chairman), Jean-Louis Bertrand, Christoph Ramstein and Thierry Simon. • Compensation Committee: Jacques Prost, Jean-Louis Bertrand and Bastien Charpentier. These committees operate on the basis of agendas prepared by their secretariats. They have limited decision-making powers and facilitate the resolutions of the Board in a timely manner. The Audit and Risk Committee has powers in the areas of closing out accounts and annual financial reporting, risk management, oversight 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 revisions. It satisfies itself as to proper implementation, informs the Board thereof and draws up the related annual report for the Board. The Internal Rules provide more details on the roles, tasks and responsibilities of the Board and its subcommittees.

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 the agenda prepared by the Corporate Secretary. Its meetings take place according to a pre-established agenda and are subject to minutes signed jointly by the Chairman or, failing that, by one of the Vice-Chairmen, 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 duty 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 2018, the Board of Directors met four times and held two meetings by circulation of a proposal. The Board of Directors is the administrative body in charge of executive management, high-level risk monitoring and the adequacy of the Bank's management control system. Accordingly, the Board deals with the major agenda topics relating to strategy, general policy, management and the oversight of activities and risks. When appropriate, the Board approves, based on a proposal implementation. Ultimate responsibility for finance, method of accounting and financial control based on fixed objectives, the preparation of the annual financial statements, the adoption 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 the adequacy of resources, governance, oversight and ensuring that standards are observed (compliance). by the Executive Committee, the resources, organisation and planning necessary for 2.3.2. Authorisations