Board governance

The Board of Directors is responsible for the overall strategic direction, supervision and control of the Group. The Board has six standing committees, each with its own charter: the Governance and Nominations Committee, the Audit Committee, the Compensation Committee, the Conduct and Financial Crime Control Committee, the Risk Committee and the Digital Transformation and Technology Committee, established at the beginning of 2022. In addition, the Board has an advisory committee, the Sustainability Advisory Committee.

The Board assumes oversight responsibility for establishing appropriate governance for Group subsidiaries. The governance of the Group is based on the principles of an integrated oversight and management structure with global scope, which enables management of the Group as one economic unit. In order to facilitate consistency and alignment of Group and subsidiary governance, it is the Group’s policy for the Board to appoint at least one Group director to each of the boards of its major subsidiaries. Directors and officers of the Group and its major subsidiaries are committed to ensuring transparency and collaboration throughout the Group. In December 2021, we elevated the status of certain important regional subsidiary and advisory boards and announced a number of new appointments, in order to further increase connectively between the Group Board and our main subsidiary boards.

Given the criticality of digital transformation and technology to the execution of the Group’s strategy, a new Group Board Committee, the Digital Transformation and Technology Committee, was established effective on January 1, 2022. The primary function of this committee is to assist the Board in setting, steering and overseeing the execution of the bank’s data, digitalization and technology strategy. The Digital Transformation and Technology Committee replaces the advisory Innovation and Technology (Advisory) Committee (INTEC), which was retired in December 2021.

The Board currently consists of 13 members. Board members are elected at the Annual General Meeting (AGM) by our shareholders individually for a period of one year and are eligible for re-election. In exceptional cases, Board members are elected at an EGM for a period from their election until the next AGM. Shareholders will also elect a member of the Board as the Chairman and each of the members of the Compensation Committee for a period of one year. One year of office is understood to be the period of time from one AGM to the close of the next AGM. Members of the Board shall generally retire after having served on the Board for 12 years.

At the 2021 AGM, António Horta-Osório was elected as the new Chairman and successor to Urs Rohner, who did not stand for re-election, having served on the Board for the maximum standard term limit of 12 years. In January 2022, however, Mr. Horta-Osório resigned as Chairman, following an investigation commissioned by the Board, and the Board appointed Axel P. Lehmann as the new Chairman. Axel P. Lehmann was elected as a member of the Board by the EGM of October 1, 2021 and was appointed by the Board as Chair of the Risk Committee, a role he will continue to hold on an ad interim basis until the 2022 AGM. The Board will propose Axel P. Lehmann for election as Chairman at the 2022 AGM.