Our Business Principles

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In General

Fidexperta is committed to the following Business Principles in all countries, taking into account local legislation, cultural and religious practices:

  • Our business objective - and that of management and employees at all levels - is to render fiduciary services and market the Company's services in such a way as to create value that can be sustained over the long term for shareholders, employees, clients, business partners and the national economies in which Fidexperta operates;

  • We do not favour shortterm profit at the expense of successful longterm business development, but recognises the need to generate a healthy profit each year in order to maintain the support of our shareholders and the financial markets, and to finance investments;

  • Fidexperta recognise that its consumers have a sincere and legitimate interest in the behaviour, beliefs and actions of the Company behind brands in which they place their trust, and that without its consumers the Company would not exist;

  • We believe that, as a general rule, legislation is the most effective safeguard of responsible conduct, although in certain areas, additional guidance to staff in the form of voluntary business principles is beneficial in order to ensure that the highest standards are met throughout the organisation;

  • Fidexperta is conscious of the fact that the success of a corporation is a reflection of the professionalism, conduct and the responsible attitude of its management and employees. Therefore recruitment of the right people and ongoing training and development are crucial.

In Particulier

  • I. The rights and responsibilities of shareholders

  • II. The equitable treatment of shareholders

  • III. The duties and responsibilities of the Board of Directors

  • IV. Disclosure and transparency

I. The rights and responsibilities of shareholders

The shareholders' rights are protected by law, by the Articles of Association, and by the Corporate Governance Principles, which are also intended to ensure the sustainable development of Fidexperta. Fidexperta 's basic shareholders' rights and responsibilities include the right to: – secure methods of ownership registration; – obtain relevant information on Fidexperta on a regular and timely basis; – participate in, and vote at, General Meetings of the Shareholders in person or in absentia (by proxy), subject to the Fidexperta's Articles of Association; – approve the Management Report and the annual Financial Statements of Fidexperta; – approve the Consolidated Financial Statements of the Group; – grant the release to the Board of Directors (hereafter referred to as the "Board") and to the Management; – decide on the appropriation of profits resulting from the balance sheet of Fidexperta in particular determine the amount of the dividend; – elect and remove the members of the Board, and the Auditors of the annual financial statements and of the consolidated financial statements; – adopt and amend the Articles of Association; – take all decisions, which by law or under its Articles of Association, are within the jurisdiction of the General Meeting; – participate in decisions in extraordinary meetings; – be informed sufficiently ahead of time of the date, location and agenda of General Meetings; – place items on the agenda and ask questions at General Meetings in accordance with the Articles of Association, and – for the questions – subject to reasonable limitations inasmuch as the topics are related to business activities. Any Fidexperta shareholder has the right to request effective redress of violation of his/her rights in accordance with Swiss law.

II. The equitable treatment of shareholders

Vote Fidexperta applies the principle "one share – one vote". As far as the voting rights are concerned, they are limited to 3% (own shares have no voting rights). Any Fidexperta shareholder can obtain information about voting rights. Changes in voting rights are submitted to the shareholders' vote. Processes and Procedures Processes and procedures for the General Meeting of Shareholders allow for equitable treatment of all shareholders. Fidexperta 's procedures are designed to facilitate the shareholders to cast votes. Dealings Insider trading is prohibited and specific "close periods" have been defined for people concerned.

III. The duties and responsibilities of the Board

The Board ensures the strategic guidance of Fidexperta and the effective monitoring of its management. The Board is account-able to the shareholders. In order to fulfil their duties and their responsibilities, Board members receive and can request accurate, relevant and timely information. Board members act on a fully informed basis, in good faith, with due diligence and care, and in the best interest of Fidexperta Board members provide equal treatment to shareholders in similar situations. The Board has the following non-transfer-able and inalienable duties to:

  • provide the ultimate governance of Fidexperta and issue the necessary instruc-tions;

  • determine the organisation;

  • discuss and approve the strategy;

  • organise accounting and financial control as well as financial planning;

  • provide the ultimate supervision of the persons entrusted with the management, and grant signatory powers to persons rep-resenting the Company;

  • ultimately supervise the persons entrusted with the management of the Company, ensuring in particular their com-pliance with the law, the Articles of Asso-ciation, regulations and instructions given;

  • evaluate the persons in top management;

  • prepare the management report in accordance with provisions of the law;

  • prepare General Meetings and carry out its resolutions;

  • notify the court in case of over-indebted-ness.

IV. Disclosure and transparency

Fidexperta aims to ensure that shareholders have access to relevant, up-to-date and consistent information in a timely and consistent fashion. This information should allow shareholders as well as prospective investors to make informed judgements about the Fidexperta shares. Fidexperta pursues a policy of disclosure and transparency. This policy may be modi-fied only when it is necessary to protect the Company's competitive, commercial or legal position. Fidexperta complies with all legal and regulatory requirements applicable where its shares are listed. Fidexperta will monitor all changes and take part whenever possible in discussions preceding such changes in legislation and listing regulations. Fidexperta fulfils its obligation to make information that is relevant to the market publicly available in simultaneous fashion; independent auditors elected by the share-holders conduct the annual audit in order to provide an external and objective assurance on the way in which financial statements have been prepared and presented.

The Chairman's role is to supervise Fidexperta 's governance structure and to look after the shareholders' relations and interests in particular. The Board consists of non-executive members who delegate the management of Fidexperta to the Chief Executive Officer who is also a Board member. It also delegates special duties/responsibilities to specific committees. Members of the Board and management disclose any personal interest in any transaction of significance for the business of Fidexperta