CORPORATE GOVERNANCE

The CPH Group’s Board of Directors is the company’s topmost management.

It is especially responsible for the company’s strategic policy, the definition of reporting and financing rules, assessment of opportunities and risks as well as appointment and supervision of the Group’s management. According to the law and the bylaws, the Board of Directors has delegated the management of the Group to Executive Management under the leadership of the CEO.

The demarcation of powers and the cooperation with the Board of Directors, its committees, Executive Management and the business divisions are defined in detail in the organizational regulations. The Ordinary General Meeting elects the members of the Board of Directors for a term of three years (comprehensive renewal). Reelection is possible.

According to the organizational regulations, a mandate ends at the latest at the Ordinary General Meeting of the year in which the respective member reaches the age of seventy. The Board of Directors constitutes itself. Among the members, a President, Vice President and the chairpersons of the committees are selected.

The Board of Directors has created two permanent committees:

• Finances and Auditing
• Human Resources and Compensation

The committees do not decide themselves, but serve as a link between the operative units, and they support and advise the Board of Directors in its decisions.