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Article NO. Content

Title:

Regulations Governing the Appointment and Exercise of Powers by the Remuneration Committee of a Company Whose Stock is Listed on the Stock Exchange or Traded Over the Counter  CH

Amended Date: 2020.01.15 (Articles 6, 8, 9-1, 10, 13-1 amended,English version coming soon)
Current English version amended on 2015.08.27 
Article 10     Minutes shall be prepared of the discussions at the remuneration committee, and the minutes shall record the matters listed below in a detailed and accurate manner:
  1. Session, time, and place of the meeting.
  2. Name of the meeting chair.
  3. Member attendance, specifying the names and number of members in attendance, excused, and absent.
  4. Names and titles of those present at the meeting as nonvoting participants.
  5. Name of minutes taker.
  6. Matters reported on.
  7. Agenda items: the resolution method and outcome of each motion, and any objections or reservations expressed by any committee member.
  8. Extraordinary motions: the name of the mover, the resolution method and outcome of the motion, and summarize the comments made by, and any objections or reservations expressed by, any committee member, expert, or other person.
  9. Other matters required to be recorded.
    If with respect to any resolution of the remuneration committee, any member has a dissenting or qualified opinion that is on record or stated in a written statement, the opinion shall be stated in the meeting minutes, and additionally, within two days counting inclusively from the date of occurrence, shall be publicly disclosed and reported on the information reporting website designated by the competent authority.
    The remuneration committee attendance book constitutes an integral part of the minutes of each meeting of the committee.
    The meeting minutes shall bear the signature or seal of the chair and the minute taker. The minutes shall be distributed to each committee member within 20 days after the meeting, and shall be submitted to the board of directors and treated as important records of the company, and shall be preserved for 5 years.
    If before the end of the preservation period under the preceding paragraph, any litigation arises with respect to any matter in connection with the remuneration committee, the minutes shall be preserved until the litigation is concluded.
    The meeting minutes of paragraph 1 may be produced and distributed in electronic form.
    If a remuneration committee meeting is convened by video conference, the video conference audiovisual data constitute an integral part of the meeting minutes.