Conflicts of Interest Policy

1. Definition

A conflict of interest exists where a person’s personal, family or financial interests are capable of influencing their decision taken in the interest of the company. The mere appearance of a conflict is already decisive.

2. Typical cases

• Shareholding in a supplier, customer or competitor
• Closely associated persons holding a decision-relevant position at a business partner
• Consultancy or board mandates with third parties in the same market environment
• Private use of a business opportunity that belongs to the company

3. Duty to report

The conflict must be disclosed without delay and before the decision concerned: employees to Executive Management, members of Executive Management and of the Board of Directors to the Board of Directors. In addition, the members of the corporate bodies confirm their shareholdings and mandates annually in writing.

4. Handling in resolutions

A member of the Board of Directors affected by a transaction recuses themselves for the agenda item concerned. The recusal is recorded in the minutes. The transaction is concluded on terms corresponding to a transaction between independent third parties (art. 717a CO, Swiss Code of Obligations).

5. Documentation

Disclosures, recusals and measures taken are kept in a register and submitted to the Board of Directors annually.