Articles of Association
The articles of association are the basic legal document of the company and therefore have to be submitted for approval to the shareholders' meeting.
The Sonova Holding AG Organizational Regulations (‘OrgR’) aim to establish a framework that enables the addressed bodies to conduct Sonova’s business successfully by
- creating a corporate environment of customer focus, cooperative spirit and mutual trust,
- securing clarity regarding to duties and authorities, and
- transforming the requirement of law and good corporate governance into practice
The OrgR should be construed in a way that the mission to lead and develop a successful company gets top priority.
The duties and authorities of the committees are defined in the Committee Charters of the Board of Directors of Sonova Holding AG. The committees report to the Board on their activities and findings. The overall responsibility for duties delegated to the committees remains with the Board.
Members of the Audit Committee are Adrian Widmer (Chair), Lynn Dorsey Bleil and Ronald van der Vis. Within the context of its overall remit, the Audit Committee reviews on behalf of the Board of Directors the work and effectiveness of the external and internal audit, evaluates the financial control, the financial structure and risk management mechanisms of the company, and reviews the interim and annual financial accounts of the Group.
The Audit Committee also supervises audits to be completed by the internal audit department and reviews the results of these audits (see Committee Charters). The Audit Committee meets at least four times a year, but as often as required. In the reporting period, the Committee met four times.
The members of the Nomination and Compensation Committee are Lukas Braunschweiler (Chair), Roland Diggelmann and Stacy Enxing Seng. The primary task of this Committee is to review and propose to the Board of Directors the compensation structure and the amount for the Board of Directors and the members of the Management Board, and to select and propose to the Board of Directors suitable candidates for election to the Board of Directors and upon recommendation of the CEO for appointment to the Management Board. The Committee submits the relevant proposals and nominations to the Board of Directors (see Committee Charters). The Nomination and Compensation Committee meets at least three times a year, but as often as required. In the reporting period, the Committee met five times.
Code of Conduct
Our shared core values and beliefs reflect the corporate culture that defines and unites us as a company across all brands and regions. Ethical behavior and unquestionable integrity form the core of our corporate culture. Our reputation for ethical behavior and integrity is one of our most valuable company assets. It is the result of our daily actions and as such it is an integral part of our endeavor to create sustainable success and value. Each one of us is personally responsible and accountable for helping the Sonova Group maintain its reputation for the highest ethical behavior and unquestionable integrity. The Code of Conduct is binding for and applies to all employees within the Sonova Group, its subsidiaries and any contractors or vendors performing work for the Sonova Group or any of its subsidiaries.
At Sonova Holding AG and its affiliates (“Sonova”), we have set high standards for the way we conduct business in areas from social and corporate responsibility to sound business ethics, including compliance with all applicable laws and regulations. Sonova Group employees are bound to the Sonova Group Code of Conduct. They behave according to accepted ethical principles when interacting with colleagues, customers, suppliers, business partners and shareholders.
In turn, we expect the same commitment from our suppliers. The objective of the Sonova Group Supplier Principles (“SGSP”) is to define the standards of governance and practice that must be adhered to by all suppliers conducting business with Sonova.
Sonova is committed to tax compliance and operates its bespoke international flow of goods in line with all applicable tax regulations.
As laid down in Sonova’s Code of Conduct, Sonova strives to the highest standards in complying with laws, rules, regulations, reporting and disclosures requirements. This also applies for tax matters. The tax principles provide high level information on procedures and internal guidelines for tax compliance within the Sonova Group, meaning for all legal entities that are majority-owned or otherwise controlled directly or indirectly by Sonova Holding AG.
At Sonova, we strongly believe that the way we lead and collaborate with our employees, customers and other stakeholders is a key business differentiator. To leverage the strengths and to tap the full potential of our employee talent base will be key to meeting our business goals in the long term. The Sonova Leadership Principles reflect and build on our shared, group-wide leadership understanding and form the basis for excellent leadership. By implementing and living up to the Sonova Leadership Principles we reach our objectives and realize our vision in a sustainable way.
For detailed information please refer to the Compensation Report. The Compensation Report is part of the Annual Report and describes the compensation system in place at Sonova, including its key elements and general principles, the bodies responsible for the design, the approval framework, and the implementation in detail. The report also provides detailed information on the compensation paid to the Board of Directors and the Management Board.