CA Indosuez (Switzerland) SA - 2018 Annual Report

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CA Indosuez (Switzerland) SA

2.3.3. Information and control instruments related to operational management

- legal risks, specifically with respect to litigation and ongoing judicial procedures - the equity and cash positions - internal audit assignments and recommendations - the activities, minutes and the annual report of the Internal Control Committee - the observations and expectations of the regulatory authorities and the implemented measures to meet their requests - risk-related policies - reports, observations and recommendations of the auditing firm and their follow-up - the annual reports on risk, internal control, compliance management and the activities of General Inspection • information relating to governance, compensation and human resources, such as: - staff and compensation policy - the appointment and the removal from office of committee members, executive officers, and the Head of General Inspection • information on important legal and regulatory developments. Additional information on risk management and control is provided in Note 4.3 to the annual financial statements. The matters referred to the Board of Directors are planned according to a defined schedule based on legal and regulatory requirements and the expectations of the Board. The items included on the agenda for Board meetings are set out in writing and distributed prior to the meetings. The Chief Executive Officer attends all the meetings of the Board of Directors and, as a general rule, all the meetings of the Board’s committees. The members of the Executive Committee and in-house specialists, and even experts from outside the bank required to investigate specific agenda items, attend all the meetings of the Board's committees when the agenda includes items of their concern. The Head of General Inspection attends all the meetings of the Audit and Risk Committee involving audit-related matters. The head auditor of the auditing firm attends all meetings dealing with any auditing reports issues. The representative of the statutory auditors attends all meetings dealing with the financial statements. Likewise, the CFO, who attends all meetings dealing with equity, liquid assets and Asset and Liabilities Management or other finance-related matters. The members of the Board and its committees may ask any questions they deem appropriate. The Chairman of the Board and the Vice-Chairman serving in these functions within the Group ensure that information circulates in an appropriate manner between the Operating Division and the Board of Directors, in particular the appropriate inclusion of necessary information in the agenda. The chairmen of the Board's committees ensure that the same applies to the members of these committees.

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. Apart from 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. The CEO provides them with the minutes of Executive Committee meetings. Moreover, the Chief Executive Officer immediately notifies the Chairman of any business, incidents or extraordinary events liable to have 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 and the Chairman of the Audit and Risk Committee of any new major risks or when the situation of the Bank undergoes substantial change in connection with the risk monitoring and control system. The Chief Executive Officer or other members of the Executive Committee, the Chairman of the Board, the chairmen of the Board's committees, General Inspection, the statutory auditors and the auditing firm provide the Board (in certain cases and depending on the circumstances via the Board committee concerned), for information or for a decision, the relevant information needed for the performance of its duties. The Board of Directors may invite other employees or outside experts to its meetings when it deems their input necessary.

For ordinary meetings, this information may include:

• information concerning the Bank’s activities and strategy, such as: - a report on the general business environment, results,

budget monitoring, the implementation of general policy, the major decisions taken and significant events

- changes to policy and strategy - major organisational changes

• information relating to the financial statements, the financial position and measures taken by the statutory auditors, such as a presentation on the financial statements and the financial position of the Bank • information related to risk, internal control and oversight, such as: - the situation with respect to the different risks to which the Bank is exposed (in particular, market risk, counterparty risk, operational risk, unrealised losses and provisions, breakdown by country and by sector) - the situation with respect to compliance, in particular

any major issues, measures taken and regular assessments of the authorities expectations