Tasks and Areas of Responsibility of each Committee of the Board of Directors

The Nomination and Compensation Committee combines the functions of a nomination committee and a compen­sation committee and supports the Board of Directors in the fulfilment of its powers and duties as set forth in the law, the Articles of Incorporation and the Organizational Regulations with regard to the compensation and personnel policies of the Sunrise group. The Nomination and Compensation Committee prepares all relevant decisions of the Board of Directors related to the nomination, compensation and contracts of the members of the Board of Directors, the CEO and other members of the Group Management Board and defines the compensation and personnel policies of the Sunrise group. In particular, the Nomination and Compensation Committee has the following powers and duties:

  • submitting proposals, in line with the maximum aggregate compensation limits approved by the shareholders’ meeting, for individual compensation of the members of the Board of Directors based on their responsibilities and functions, for the CEO and, based on the CEO’s proposal, for the other members of the Group Management Board along with respective performance metrics to the Board of Directors for approval
  • on an annual basis, reviewing the performance of the CEO and assessing the performance of the other members of the Group Management Board as proposed by the CEO and, based on the evaluation, submitting proposals for respective individual compensation to the Board of Directors for approval
  • proposing, on an annual basis, the maximum aggregate compensation amount in relation to each of the Board of Directors and the Group Management Board to be proposed to the Annual General Meeting for approval
  • establishing the Sunrise group’s compensation and personnel policies and performance criteria related to compensation with the goal of finding, encouraging and retaining employees of the Sunrise group and, by so doing, ensuring the competitiveness and long-term success of the Sunrise group
  • periodically reviewing the implementation of the compensation and personnel policies
  • assessing the effectiveness, attractiveness and competitiveness of variable compensation, share compensation and pension plans and evaluating appropriate insurance plans for the members of the Board of Directors and the Group Management Board at least every two years
  • reviewing the draft of the annual compensation report submitted by the Group Management Board
  • succession planning, including planning and training for unforeseen and emergency situations
  • determining the criteria for the selection of candidates for appointment to the Board of Directors, as Chairman of the Board of Directors or as Chairman or members of the Nomination and Compensation Committee by the shareholders’ meeting, taking into account the criteria for the composition of the Board of Directors as set forthin the Swiss Code of Best Practice for Corporate Governance
  • preparing the nomination of new members for the Board of Directors to be proposed to the shareholders’ meeting for appointment, taking into account each proposed member’s experience, independence, compatibility with other members, culture and other commitments
  • evaluating candidates for the position of CEO and, together with the CEO, evaluating candidates for the Group Management Board other than the CEO
  • reviewing mandates outside of the Sunrise group of members of the Board of Directors and the Group Management Board
  • annually reviewing the independence of the members of the Board of Directors and its committees
  • submitting compensation proposals for the Head of Internal Audit to the Board of Directors for approval

The Audit Committee supports the Board of Directors in the fulfilment of its powers and duties as set forth in the law, the Articles of Incorporation and the Organizational Regulations with regard to financial controls (monitoring of financial reporting, supervision of internal and external auditing), as well as supervision of persons entrusted with the management of the Sunrise group (internal control system). The Audit Committee has the following powers and duties in particular:

  • assessing and proposing to the Board of Directors the consolidated financial statements, statutory financial statements and management report of Sunrise ­Communications Group AG to be proposed to the Annual General Meeting for approval
  • reviewing the integrity of the financial reporting processes and internal controls and their compliance with applicable standards
  • reviewing significant financial risk exposures and measures undertaken by management to monitor, control and report such exposures
  • determining the audit plan for a period of several years as well as the scope of the internal and external audits
  • discussing audit reports with internal and external auditors and management and monitoring the implementation of the auditors’ findings
  • assessing the performance and collaboration of internal and external auditors
  • preparing the nomination of external auditors to be proposed to the Annual General Meeting for election
  • annually reviewing the fees and independence of external auditors
  • reviewing the independence of the Internal Audit department from the Group Management Board and the units to be audited
  • reviewing and approving the guidelines, activities, budget, organizational structure and qualifications of the Internal Audit organization
  • submitting proposals concerning the appointment, replacement and dismissal of the Head of Internal Audit to the Board of Directors for approval
  • assessing and further developing the internal control system
  • reviewing reports on risk assessment and risk management submitted by management
  • reviewing processes undertaken by management to monitor significant risks
  • monitoring and further developing corporate governance