Responsibilities of the Board of Directors

The Board of Directors is responsible for the overall management as well as the ultimate supervision and control of the management. He receives regular updates on business progress.

The board of directors delegates management to the management, unless the law, statutes or regulations provide otherwise. In particular, the Board of Directors has the following tasks:

  1. The overall direction of the company and the issuing of the necessary guidelines.
  2. Issuance of the strategy, the organizational regulations, the business regulations, the valuation regulations in accordance with Article 32 of the Pfandbrief Act, the regulations on accounting and valuation principles, the investment regulations, the compensation regulations and the signature regulations. The estimation regulations are also subject to approval by the Federal Council.
  3. Appointment and dismissal of the members of the committees of the Board of Directors, of the directors and of the other authorised signatories as well as the regulation of the authorised signatories within the framework of the provisions of the bylaws.
  4. The Board of Directors assesses annually
    a. the risks;
    b. the operational standards regarding environmental, social and corporate governance (ESG);
    c. the independence, qualifications and working methods/professionalism of the audit office;
    d. as part of a self-assessment, its composition, working methods and results achieved.
  5. Preparation of the Annual Report and the General Meeting and implementation of its resolutions.
  6. Handling of applications for admission from banks.
  7. Treatment of the auditors’ reports.
  8. Determination of the formula for calculating the actual value of a Pfandbriefbank share.
  9. Decisions concerning the raising and conducting of court cases and the conclusion of settlements.
  10. Approval of the budget.
  11. Approval of investments in excess of CHF 0.5 million, if not budgeted.
  12. Regulation of the conditions of employment of members of the executive board.

In addition, the Board of Directors may delegate further tasks to the Board of Directors committees or to the management in accordance with Article 18, Paragraphs 8 to 11 of the Articles of Association.

The Board of Directors is authorised to take decisions on all matters which are not reserved or delegated – either by law, the bylaws or any other regulation – to the General Assembly or any other body of Pfandbriefbank. If unexpected decisions need to be made immediately which are within the competence of the Board of Directors and cannot be postponed, the Presidential Committee has the authority to decide on behalf of the Board of Directors. The decision must be communicated to the rest of the Board of Directors within a week.

Any member of the Board of Directors can request information about all matters relating to the company.

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