The composition of the Board of Directors during 2015 is set out as follows:
The Board of Directors currently consists of five non-executive members. No board member is or was a member of the management of Sunrise Communications Group AG or any of its subsidiaries throughout the last three financial years ending on December 31, 2015. There are no significant business relationships between any of the members of the Board of Directors and Sunrise Communications Group AG or any of its subsidiaries. The Board of Directors aims to nominate non-executive and independent members within the meaning of the Swiss Code of Best Practice for Corporate Governance to be elected by the Annual General Meeting as members of the Nomination and Compensation Committees. The Board of Directors may nominate members to be elected as members of the Nomination and Compensation Committees who are significant shareholders or represent significant shareholders of Sunrise Communications Group AG. According to Article 23 of the Articles of Incorporation, no member the Board of Directors may hold more than four additional mandates in listed companies and more than eight mandates in non-listed companies. For the purposes of such provision, mandates of a member of the Board of Directors in legal entities outside the Sunrise group which are under common control as well as mandates held by such a member in his or her capacity as a member of the supreme governing body or of the group management of a legal entity outside the Sunrise group or held upon instruction and on behalf of such a legal entity or legal entities controlled by it shall be deemed one mandate outside the Sunrise group.
The following mandates are not subject to these limitations:
- mandates in companies controlled by Sunrise Communications Group AG or which control Sunrise Communications Group AG
- mandates held at the request of Sunrise Communications Group AG or companies controlled by it, whereby no member of the Board of Directors may hold more than ten such mandates
- mandates in associations, charitable organizations, foundations, trusts and employee welfare foundations, whereby no member of the Board of Directors may hold more than six such mandates.
“Mandates” within the meaning of Article 23 of the Articles of Incorporation are mandates in the supreme governing body of any legal entity that is required to be entered in the commercial register or corresponding foreign register of companies. No member of the Board of Directors exceeds any limits for additional mandates.