Outside Activities Policy for the Board of Directors and Executive Management

1. Principle

Members of the corporate bodies owe the company due care and loyalty (art. 717 CO, Swiss Code of Obligations). Outside activities are permitted as long as they do not impair the performance of their duties and do not affect the interests of the company.

2. Approval requirement

• Every remunerated outside activity must be notified in writing to the Board of Directors before it is taken up.
• Consultancy mandates require the prior approval of the Board of Directors.
• Board of directors, foundation board and comparable mandates at third-party companies must be notified; in the same market environment they are subject to approval.
• The notification states the nature, scope, time commitment and principal of the activity.

3. Non-competition

Activities for competitors are prohibited. Shareholdings in competitors, suppliers or customers must be disclosed; a shareholding that confers influence over management is not permitted unless the Board of Directors expressly consents. Pure capital investments in listed companies without any possibility of influence are exempt from this.

4. Business opportunities and confidentiality

• Business opportunities that belong to the company must not be used privately.
• Confidential information must not be used in any outside activity.
• The company’s operating resources are not available for outside activities.

5. Review and revocation

The Board of Directors reviews the notified outside activities annually. If a conflict of interest arises or the activity becomes detrimental to the company, the approval may be revoked; the activity must then be terminated within a reasonable period.