SN.2 - Classification of independent members of the Board of Directors
This grid for assessing the independence of members of the Board of Directors (BoD members) is based on the guidelines of S&P Global's ‘Corporate Sustainability Assessment’. A member of the Board of Directors is considered to be independent and non-executive if at least four of the nine criteria listed below (including two of the first three criteria) are met.
Criteria | Stephan Zimmermann | Dr. Mauro Pedrazzini | Stefan Amstad | Philipp Elkuch | Katja Rosenplänter-Marxer | Dr. Stephan Ochsner | Barbara Ofner |
|---|---|---|---|---|---|---|---|
1. The director must not have been employed by the company in an executive capacity within the last year. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
2. The director must not accept or have a “Family Member who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year.” other than those permitted by SEC Rule 4200 Definitions, including (i) payments arising solely from investments in the company's securities or (ii) payments under non-discretionary charitable contribution matching programs. Payments that do not meet these two criteria are disallowed. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
3. The director must not be a “Family Member of an individual who is ... employed by the company or by any parent or subsidiary of the company as an executive officer.” | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
4. The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the company or a member of the company’s senior management | Fulfilled | Fulfilled | Fulfilled | Fulfilled | - | Fulfilled | Fulfilled |
5. The director must not be affiliated with a significant customer or supplier of the company. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | - | Fulfilled | Fulfilled |
6. The director must have no personal services contract(s) with the company or be a member of the company’s senior management. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
7. The director must not be affiliated with a not-for profit entity that receives significant contributions from the company. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
8. The director must not have been a partner or employee of the company’s outside auditor during the past year. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled | Fulfilled |
9. The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent. | Fulfilled | Fulfilled | Fulfilled | Fulfilled | –1 | –1 | Fulfilled |
Independent acc. to S&P Global CSA definition | Yes | Yes | Yes | Yes | Yes | Yes | Yes |
Independent acc. to VP Bank definition | Yes | Yes | Yes | Yes | No1 | No1 | Yes |
1Board members that are nominated as representatives of VP Bank AG anchor shareholders are not considered to be independent directors as of VP Banks internal definition.