(as per December 31, 2009)



Members of the Board of Directors

At the General Meeting on May 13, 2009, Beat Frey was elected to the Board of Directors for a period of one year. All other members of the Board of Directors were in office throughout the whole period under review.

In 2008, Beat Siegrist served in an operational capacity as CEO of Schweiter Technologies (until June 30, 2008) and CEO of Satisloh (until the sale of the latter on September 30, 2008). The other mem- bers of the Board of Directors did not perform any operational management tasks in the company. No members of the Board of Directors have any kind of significant business relationship with the company. Apart from Beat Siegrist, no member of the Board of Directors belonged to Group Management or the management of a Group company during the three financial years preceding the period under review.

Hans Widmer (born 1940, Swiss citizen).
Member of the Board of Directors since 1986.
Mr Hans Widmer is an engineering graduate of the Swiss Federal Institute of Technology in Zurich who went on to take a doctorate at MIT (PhD in nuclear engineering) in 1970. Mr Hans Widmer worked for McKinsey&Company for 12 years, most recently as McKinsey’s executive in charge of Switzerland. In 1986, he took over the majority of shares from Schweiter and has since been Chairman of the Board of Directors. Between 1986 and 1991, he simultaneously served as Schweiter’s Board Chairman and CEO. From 1989 until 1991, he served as Board Chairman and CEO of Tecan and from 1991 until 1998 he was Board Chairman and CEO of Oerlikon Bührle. 

Heinrich Fischer (born 1950, Swiss citizen).
Non-executive member of the Board of Directors since 2002.
Mr Heinrich Fischer graduated from the Swiss Federal Institute of Technology in Zurich (Dipl. El. Ing.) and from the University of Zurich (lic. oec. publ.). From 1980 to 1990, he was with Balzers, a division of the Unaxis Group, as Staff Head of Technology and Head of the Coating Equipment business unit. From 1991 to 1996 he was Member of the Executive Board of Unaxis responsible for Corporate Development. Since 1996, Mr Heinrich Fischer has been CEO of the Saurer Group and a member of the Board of Directors of Saurer AG, Arbon. He has also been on the Board of Directors of SIG Holding AG, Neuhausen at the Rhine Falls since 2006. 

Beat Frey(1943, Swiss citizen)
Non-executive member of the Board of Directors since 2009. Mr Beat Frey holds a degree in busi- ness management from the University
of Zurich. Mr Frey was one of the company’s first investors following the restructuring of Schweiter at the end of the 1980s; he served once before on the Board of Directors from 1996 to 2001. A successful, independent businessman, Mr Frey has a proven track record of financial expertise that can be drawn on for the Schweiter Group’s refocusing.

Rolf-Dieter Schoemezler (born 1941, German citizen). 
Non-executive member of the Board of Directors since 1993. 
Mr R.-D. Schoemezler is a graduate of the Technical University in Stuttgart. He has performed management functions at Procter & Gamble and Union Carbide. Since 1987, he has held diverse positions in the Schweiter Group. He ran various subsidiaries as CEO and between 1994 and 1996 he managed the entire Group as Delegate of the Board of Directors. Since 1997, he has been working as an independent corporate consultant.

Beat Siegrist
(born 1960, Swiss citizen) Non-executive member of the Board of Directors since 2008. From 1996 to mid-2008, Mr Beat Siegrist worked in an executive capac-
ity as CEO of Schweiter Technologies. Since 2008, he has been CEO of Satisloh and a member of the Executive Committee of the French Group Essilor. He previously worked as a consultant at McKinsey & Co., most recently in the capacity of project leader. He obtained a degree in engineering (Dipl. Ing.) at the Swiss Federal Institute of Technology and went on to take an MBA at INSEAD Fontainebleau.


Other activities and interests
Mr Heinrich Fischer, who is a member of the Board of Directors of Schweiter Technologies, is CEO of the Saurer Group and a Board member at Saurer AG, Arbon and SIG Holding AG, Neuhausen. None of the other members of the Board of Directors perform any additional management or permanent consultancy functions or hold directorships at major Swiss or foreign companies, nor do any hold important political offices.

Interlinkages
There are no reciprocal seats on the boards of listed companies.

Election and term of office
Under the company’s Articles of Incorporation, the Board of Directors consists of 3 to 7 members. The entire Board of Directors in corpore is elected for a period of office of three years, the period between one Ordinary General Meeting and the next being deemed to constitute one year. Members are eligible for reelection. Members newly elected during a period of office are elected for the remainder of the current period of office.

Internal organization

Division of tasks within the Board of Directors
Mr Hans Widmer acts as Chairman of the Board of Directors. In addition to their regular work as Board members, all members of the Board of Directors are responsible for the supervision of a division of the Group (see also section entitled “How the Board of Directors operates”).

Committees of the Board of Directors

The Board of Directors has an Audit Committee. The Audit Committee is composed of two Board members (Mr Rolf-Dieter Schoemezler and Mr Beat Siegrist). The Board of Directors has satisfied itself that the Committee members have proven experi- ence and skills in the financial field to enable them to perform their tasks. The Audit Committee’s most important tasks are to discuss the outcome of the internal and external audits, to verify the Group’s presentation of accounts and financial control mechanisms, to evaluate and select the external auditors and to verify the scope of the external audit. The Audit Committee holds decision-making powers in relation to all tasks, subject to approval by the Board of Directors as a whole.

During the year under review the Audit Committee met three times with representatives from the auditors. As a rule, meetings last 2 to 3 hours. The Audit Committee regularly briefs the Board of Directors on the outcome of the Committee meetings.

All other key decisions are taken by the Board of Directors as a whole (in particular remuneration and appointments). The formation of specific Board committees has therefore been considered unnecessary. 

How the Board of Directors operates
The Board of Directors is responsible for the strategic management of the Group and for the supervision of those entrusted with management. To this end, the Board of Directors holds meetings at least five times per year. One meeting lasts an average of half a day. In addition to the Board of Directors, these meetings are regularly attended by the CEO and CFO of the Group and by the divisional CEOs as necessary. 

A majority of members of the Board of Directors must be present to constitute a quorum for the transaction of business. The Board of Directors adopts resolutions by a majority of votes cast. If there is a tie, the Chairman casts the deciding vote.

As part of their supervisory functions and in the interests of the proper conduct of their duties, all Board members oversee one specific division in detail and attend eight to ten division meetings per year in addition to Board meetings. Meetings last on average half a day. 

At these division meetings, the division’s management reports on the operational side of the business. In addition to the relevant Board member, these meetings are also attended by the Group CEO and CFO. In discussing business performance, the division management presents risks that have been identified and are of relevance to the division and assesses their possible impact. The outcome of this assessment and the resulting measures are presented to the Board of Directors as a whole.

Delineation of powers and responsibilities
Unless the law or the Articles of Incorporation provide otherwise, the Board of Directors delegates operational management entirely to Management. The Board of Directors exercises overall leadership and supervises and oversees business operations. It issues business policy guidelines and ensures that it is kept regularly informed of business performance (see also section entitled “How the Board of Directors operates”).

The Board of Directors has in particular the following non-delegable and inalienable duties:

• the ultimate direction of the business of the Group and issuing the necessary directives
• defining the organization
• defining accounting, financial control and financial planning
• appointing and dismissing persons entrusted with the management of the Group and determining management salaries
• the ultimate supervision of the persons entrusted with the management of the Company, specifically in view of their compliance with the law, the Articles of Incorporation, regulations and directives
• deciding on extraordinary investments.

Management is responsible for the day-to-day running of the company in accordance with the directives issued by the Board of Directors and having regard for the customary duty of due diligence and the provisions of the law.

At the monthly division meetings, Management reports to the Board member responsible for the division in question on the following matters in particular:

• Progress of business and financial situation
• Outlook and measures to be taken in the near future
• Development projects and status
• Major investments and divestments
• Extraordinary events with a substantial bearing on business
• Personnel policy and planning, information on important personnel decisions. 

Information and monitoring instruments
 The Board of Directors is responsible for overseeing the Group’s internal controlling systems which monitor the risk of inadequate business performance, but cannot rule out such a risk. These systems provide appropriate, though not absolute, security against significant inaccuracies and material losses. Management is responsible for identifying and assessing risks that are of significance for the division in question (see also section on Delineation of powers and responsibilities). In addition to quantitative approaches and formal guidelines – which are only part of a comprehensive risk management approach – it is also considered important to maintain a corresponding risk management culture.

 In addition to a continuous process of monitoring and assessment, the individual divisions also submit detailed monthly reports to the Board of Directors (MIS). These provide a detailed account of the volume and profitability trends of the individual divisions. Deviations from the budget or from the previous year are presented and commented in detail. Important balance sheet figures and additional management data are prepared on a monthly basis with commentaries. Special attention is paid to overheads, the trend of current assets and personnel numbers. Over and above this information, which is prepared on a monthly basis, additional analyses of individual key figures are also provided such as price and margin trends and currency effects. Management members responsible in the relevant divisions are consulted on individual topics.

The Audit Committee and Board of Directors identify additional topics which are taken up in the context of the internal controlling processes and subjected to in-depth analysis and investigation. This is done either by means of internal audits in the relevant national subsidiaries or by consulting external specialists where necessary. The Audit Committee also sets points of focus in the context of the definition of the scope and content of the audit conducted by the external auditors.

Each member of the Board of Directors is also sent all the minutes of all division meetings.

The Board of Directors subjects the internal information and monitoring systems to periodic reviews to determine their effectiveness in identifying, evaluating and overcoming risks associated with the business activity.