The Board decides on all matters that have not been reserved for or conferred upon another governing body of the Company by law, by the Articles of Incorporation, or by the Company’s organizational regulations. The Board’s duties and responsibilities, inter alia, are to:
select, appoint, dismiss, supervise, rate the performance of and approve the remuneration of (i) the CEO (upon proposal by the NCC) and (ii) the other members of the EC (upon proposal by the CEO and motion of the NCC);
appropriately instruct and diligently supervise the CEO;
nominate the officers representing Nobel Biocare and determine their signatory power for registration in the commercial registry;
take appropriate actions and pass resolutions on all matters to be submitted to, or required for the preparation of the shareholders’ meeting, pursuant to the Articles of Incorporation, such as (i) annual reports to the shareholders, (ii) payment of dividends, (iii) election or reelection of board members and the statutory auditors of Nobel Biocare and of the Group and (iv) amendments of the Articles;
- review and approve the overall strategy, the business strategies, basic organization and the relevant Group policies and general guidelines;
- approve the annual Group budget, the Group’s consolidated quarterly and annual financial statements, Nobel Biocare’s annual financial statements and the annual report to the shareholders;
- approve and regularly review the implementation of the Group’s overall accounting principles, its financial control and planning procedures, and its compliance program;
- assess the risks associated with conducting the Group’s business, based on reports provided by the management;
- approve the Group’s overall guidelines on lending and borrowing limits, and on new investments;
- ensure and review the design, implementation and operation of a system of internal controls (“IC”) by management in line with legal obligations and industry practices;
- review the Group information systems (“IS”) strategy;
- review and approve acquisitions, divestitures, liquidations and other transactions that are financially or strategically material to the business activities of the entire Group, the materiality being defined as exceeding a value of CHF 1’000’000;
- designate a Secretary to the Board of Directors.
The Board of Directors assumes the ultimate responsibility for the Company’s and Group’s business and affairs. Within the framework of the legal requirements of the company, the Board delegates the overall business, affairs and day-to-day management to the CEO and the EC, with the exception of any Board or Shareholders’ meeting duties and authorities that cannot be delegated.
