BOARD OF DIRECTORS
MEMBERS OF THE BOARD OF DIRECTORS
a) The Board of Directors of Kuoni Travel Holding Ltd consists of the following eight members:
|Current term expires *)|
|Heinz Karrer||1959||Swiss||Deputy Chairman||2007||2014|
|Jae Hyun (Jay) Lee||1964||Corean||Member||2012||2015|
|Adrianus (Adriaan) Nühn||1953||Dutch||Member||2012||2015|
|Raymond D. Webster||1946||British/New Zealander||Member||2006||2016|
*) In accordance with the ordinance against excessive pay at joint-stock companies (VegüV), all terms expire at the next regular annual general assembly.
The curricula vitae of the individual Board members can be viewed as of page 26 and on the company website.
b) All the members of the Board of Directors are independent directors.
c) None of the present Board members sat on the Group Executive Board of Kuoni Travel Holding Ltd or on the executive board of any Group subsidiary of Kuoni Travel Holding Ltd within the last three years. Similarly, none of the present Board members maintains material business relationships with Kuoni Travel Holding Ltd or with any Group subsidiary of Kuoni Travel Holding Ltd.
OTHER ACTIVITIES AND FUNCTIONS
Details of other activities and functions of the members of the Board of Directors are available on the company website.
ELECTION AND TERM OF OFFICE
Each individual member of the Kuoni Travel Holding Ltd Board of Directors is elected separately by the General Meeting of Shareholders. As specified in the Articles of Incorporation, the Board of Directors consists of a minimum of five and a maximum of nine members. These members are each elected for a term of office that shall not exceed three years, with each year extending from one Ordinary General Meeting of Shareholders to the next. The Board of Directors is self-constituting. The Board appoints its Chairman, one Deputy Chairman and a Secretary, the last of whom need not be a Board member.
The following amendments to the Articles of Incorporation are applied for on the occasion of the 2014 Annual General Meeting: the Board of Directors and its Chairman will be elected individually and for one term of one year. Furthermore, it is applied to change the number of members to three to nine.
The organisational regulations and company bylaws also stipulate that members of the Board of Directors will automatically retire from the Board on the date of the General Meeting of Shareholders following their 70th birthday.
The internal organisation of the Board of Directors is based on the company’s relevant valid Organisational Regulations, which are issued by the Board of Directors and revised regularly. The Organisational Regulations may be viewed on the company website.
DIVISION OF DUTIES WITHIN THE BOARD OF DIRECTORS
Within the Board of Directors, the Chairman has the following duties and authorities. The Deputy Chairman deputises for the Chairman in his absence, and bears the same duties and authorities when doing so. Apart from these duties and authorities, the Chairman and Deputy Chairman have no particular function within the Board of Directors. The Chairman is responsible for the formal and organisational leadership and management of the Board of Directors. In urgent cases, he shall also take the necessary decisions and precautions until the matter can be decided upon by the Board of Directors.
The Chairman further monitors the observance of legal requirements, the Articles of Incorporation, regulations and directives by the company’s management bodies, and submits the requisite motions, requests and proposals to the Board of Directors. The Chairman also ensures, in collaboration with the Group Executive Board, that information is provided in good time on all major aspects of the company which are of relevance to the monitoring of its activities and to the corporate decisionmaking process. Further details of the duties and authorities of the Chairman of the Board are provided in Section 2.5 of the Organisational Regulations.
The Board of Directors has formed the following two committees to assist it in its work: the Audit Committee and the Nomination and Compensation Committee.