Article 14 / Composition
The Board of Directors shall be composed of members with specific competencies
in the banking, economic and legal fields. It composition must reflect as far as
possible the different tendencies of the Canton�s economic and social life.
The bank shall be administered by a Board of Directors of eleven members, its
composition being fixed by law.
The Council of State shall appoint the Chairman of the Board of Directors from
among the directors.
The members of the Board of Directors must exercise their mandate independently
and not have conflicts of interest in this activity. The members of the Board of
Directors, including its chairman, may not have a full-time position in a
cantonal or communal government. They may not belong to the board, management,
operational management or auditor of another bank.
Article 15 / Official duties
The directors may not have other activities at the bank. They shall be bound
strictly to respect banking and official secrecy.
Article 16 / Scope of activity
The Board of Directors shall be the body responsible for the senior management
of the bank according to art. 3 para. 2 letter a) of the Federal Banking Act..
The Board of Directors shall determine the general policy of the bank and the
nature of its activities in line with the objectives defined by law, while
ensuring the implementation of the corporate goal of art. 2.
It shall be responsible for the high-level management and supervision of the
bank. In particular it shall monitor the Executive Board in order to ensure that
it acts in accordance with federal and cantonal law in this regard and with the
Articles, regulations and internal procedures.
It shall designate the permanent or ad hoc committees that are responsible for
examining the various activities of the bank and for reporting to it. The
functional specifications of these committees is the subject of an annex to the
bank�s management and organisation regulations.
It is invested with the following powers and duties:
- 1. electing the vice-chairman and secretary;
- 2. nominating members of the Executive Board and management;
- 3. nominating the internal auditor and his colleagues with prior
notification of the inspection committee;
- 4. appointing, as independent auditor provided for by the Federal Banking
Act, the inspection body elected by the annual general meeting; this must be
chosen from outside the bank among the firms of auditors and accountancy firms
recognised as auditing institutions for banks;
- 5. appointing the employer representatives on the Staff Pension Fund;
- 6. preparing projects to modify the Articles submitted for adoption by the
annual general meeting;
- 7. monitoring the correct application of the Articles as well as the
execution of decisions of the annual general meeting;
- 8. preparing the management report on the previous year and presenting to
the annual general meeting the balance sheet, profit and loss account, together
with proposals on the use of the net profit;
- 9. examining the annual report of the auditor as well as the other reports
sent to the annual general meeting ;
- 10. preparing all the proposals that must be submitted to the annual general
meeting, together with prior notification if necessary;
- 11. adopting internal regulations and directives relating to the activity of
the bank;
- 12. fixing the internal inspection and risk-management guidelines;
- 13. reading periodic reports by the Executive Board relating to current
affairs;
- 14. examining the internal and independent audit reports;
- 15. deciding on the opening and closing of branches and agencies;
- 16. adopting the prevailing standards with regard to the granting of
credits, seeing that they are applied and approving decisions relating to
large-scale risks in accordance with art. 21 para. 1 of the Order on banks and
savings banks of 17 May 1972 (hereinafter "OB"); approving decisions for matters
that depart from the standards it has fixed;
- 17. conducting internal inspections and monitoring the development of
large-scale risks in accordance with art. 21 para. 1 OB on the basis of
quarterly surveys drawn up by the Executive Board;
- 18. giving its approval to any acquisition of an interest in the company or
permanent acquisition in accordance with art. 27 of the Articles; deciding on
the acquisition and transfer of capital goods for the use of the bank and
property subject to the competencies of the Executive Board;
- 19. keeping the register of registered A and B shares;
- 20. appointing directors from within itself as members of the inspection
committee
- 21. periodically evaluating channels of information, their content and their
appropriateness to its needs;
- 22. approving, with the inspection committee, a three-year plan of tasks to
be completed by the internal audit to cover all the controls considered
necessary;
- 23. putting in place an information system linking the constituent parts of
the bank;
- 24. regularly informing the Council of State of the progress of affairs at
the bank, within the legal limits provided for, particularly in banking
legislation, stock-market legislation and the Code of Obligations, if need be
with the assistance of the Executive Board;
- 25. replying to requests for information from the Council of State in
accordance with the law and the legal limits provided for, particularly in
banking legislation, stock-market legislation and the Code of Obligations, if
need be with the assistance of the Executive Board ;
- 26. keeping updated the members� interests register in respect of the Board
of Directors, the Executive Board and the member of the bank�s inspection
committee;
- 27. approving credits to members of the Board of Directors, members of the
executive board and the member of the inspection committee as well as their
spouses or direct relatives, in accordance with art. 28 of the Articles.
Article 17 / Information
The Executive Board shall inform the Board of Directors of the progress of
affairs at the bank at each meeting and report on issues as needed.
The Chairman of the Board of Directors, the Executive Board, the inspection
committee, the internal and independent auditors must provide the Board of
Directors with all information enabling it to conduct high-level supervision,
particularly on the progress of affairs and activities of different sectors,
including subsidiaries.
Article 18 / Organisation and functioning
The Board of Directors shall meet at least 15 times a year. Its members must be
able to consult files relating to points entered on the agenda within a period
fixed by the by-laws of the Board, but at the latest 24 hours before the opening
of the meeting.
It shall be presided over by the Chairman of the Board or, in his absence, the
vice-chairman or the secretary.
It may hold extraordinary sessions if matters so require it, or at the request
of four of its members or the auditors.
The Board of Directors may take decisions only if a majority of its members is
present.
Decisions shall be taken by simple majority of the members present, the Chairman
casting the deciding vote if needed.
Minutes shall be kept of each meeting, signed by the Chairman of the meeting and
the Secretary. They shall be approved at the following meeting.
Article 19 / Chairmanship
The Chairman of the Board of Directors shall carry out the duties and
prerogatives provided for by the Articles and regulations of the bank; his
functional specifications shall be established by the bank�s organisational and
management regulations.
He shall be regularly informed by the CEO of the progress of affairs and the
situation of the bank. Any particular event that is out of line with ordinary
management conditions must be immediately communicated to him.
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