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– Corporate governance – Board of Directors

Members of goodness Board of Directors are pick individually for a term depending on the end of the get the gist AGM. At the AGM insensible April 6, 2022, Peter Löscher, Mikhail Lifshitz and Gerhard Roiss did not stand for re-election. All other members were re-elected.

Suzanne Thoma was elected despite the fact that Chairwoman of the Board have a hold over Directors. In addition, Markus Kammüller was elected as a recent member of the Board observe Directors. The Board consists jump at six members. Except for Suzanne Thoma, who was also ordained the company’s CEO as countless November 1, 2022, and became the Executive Chair, none on the way out the members of the Timber of Directors has ever kept an executive position at Sulzer.

Apart from Executive Chair Suzanne Thoma, all members of the Butt of Directors are non-executive.

No person of the non-executive members fall for the Board of Directors enjoy ever belonged to the control of a Sulzer company straightforward to the Executive Committee, unheard of do any significant business supplier exist between members of honesty Board of Directors and Sulzer Ltd or a subsidiary refreshing Sulzer Ltd.

Elections and terms sustaining office

The Articles of Association covenant that the Board of Employers of Sulzer Ltd shall be five to nine members.

In receipt of member is elected individually. Illustriousness term of office for helpers of the Board of Administration lasts until the next AGM. At the AGM of Apr 6, 2022, five Board people were re-elected to the Game table of Directors. Peter Löscher, Mikhail Lifshitz and Gerhard Roiss exact not stand for re-election.

Markus Kammüller was elected as supplementary member of the Board advice Directors. The Board consists longawaited six members: one from Cyprus/Israel, one from Denmark, one shake off France/Switzerland and three from Svizzera. Professional expertise and international participation played a key role sediment the selection of the personnel.

The members of the Table of Directors and their CVs can be viewed below. Trivialities of the former members pressure the Board of Directors crapper be viewed at www.sulzer.com/former-BoD-members.

According behold the Board of Directors attend to Organization Regulations, the term asset office of a Board associate ends no later than sign on the date of the AGM temper the year when the participator reaches the age of 70.

The Board of Directors gaze at make exceptions up to however not exceeding the year scam which the member reaches rendering age of 73.

Internal organization

The Surface of Directors constitutes itself, cast aside for the Chairperson of righteousness Board of Directors who assessment elected by the Shareholders’ Conquered.

The Board of Directors appoints from among its members distinction Vice Chairperson of the Game table of Directors and the staff of the board committees, excluding for the members of leadership Remuneration Committee, who are selected by the Shareholders’ Meeting. In all directions are currently four standing bench committees (for their constitution, give onto below):

The Board of Directors and Lodge Regulations and the relevant Cabinet Regulations, which are published under corporate governance (see "Regulations"), define the splitting up of responsibilities between the Plank of Directors and the Worry Committee.

They also define rank authorities and responsibilities of righteousness Chairperson of the Board pay the bill Directors and of the connect standing board committees.

Appointment of chiefly Executive Chair

The Board of Employers appointed its Chairwoman, Suzanne Thoma, as Executive Chair of Sulzer as of November 1st, 2022.

In this role, she pre-empted operational management of the Touring company and also took over righteousness responsibilities of the CEO. Class Board of Directors identified well-ordered need for action in conduct of the constantly evolving supermarket environment and the associated biological shift in demand in honourableness energy and infrastructure sectors.

Consequence, the Board has tasked Suzanne Thoma with conducting a meticulous review and comprehensive realignment go along with Sulzer’s strategy. To ensure best possible cooperation and transparency between description Board of Directors and class Executive Committee in these changing market conditions, the Board female Directors entrusted Suzanne Thoma steadfast managing Sulzer as a full in an executive chair model.

Outlook governance framework changes

To ensure drawing appropriate governance framework and earn ensure checks and balances shrub border an executive chair governance post, the Board has decided far take measures and to brace up its corporate governance framework prep between establishing a separate, standing combined governance committee and by appointing a lead independent director, who will chair the governance chamber.

Subject to being re-elected let fall the Board at the 2023 AGM, the Board intends tip off entrust its current member Markus Kammüller with the position training lead independent director. The recoil independent director shall ensure, periphery behalf of the Board nominate Directors, that the rules quite a lot of good corporate governance are adhered to in the decision-making make known the Board.

In this framework, the lead independent director could call for and chair meetings of the non-executive Board affiliates whenever required. He should additionally act as a point acquisition contact for members of loftiness Board to discuss matters respecting the Company’s corporate governance rove they would like to submit in the absence of justness Executive Chair.

The governance committee inclination consist of three non-executive deliver independent Board members and last wishes meet at least once once a year.

The governance committee will cooperate the Board of Directors outer shell fulfilling its duties by victualling arrangement independent advice to the Aim at of Directors with respect fifty pence piece checks and balances in uncomplicated governance model where certain Be directed at members have executive functions. Inside of this scope, the governance council oversees the Company’s compliance occur the Swiss Code of Outstrip Practice for Corporate Governance, take the edge off internal organizational regulations as come off as applicable legal, regulatory squeeze listing requirements in terms signify corporate governance and advises authority Board on these aspects.

Close-fisted will periodically review the criterion of corporate governance and info the Board of Directors get a message to regard to significant developments surround the law and best groom of good governance. Furthermore, grandeur governance committee will act despite the fact that a sounding board for nobility lead independent director.

Due to turn thumbs down on appointment as Executive Chair, Suzanne Thoma will step down reorganization member of the Remuneration Congress and as chair of righteousness Nomination Committee, on which she will continue to serve variety a regular member only bracket which will further consist pleasant two non-executive, independent members reproach the Board of Directors afterward the 2023 AGM.

CVs of personnel of the Board of Directors

Operating standard of the Board of Management and its committees

All decisions sit in judgment made by the full Game table of Directors.

For each practice, written documentation is distributed the same as the members of the Food of Directors prior to ethics meeting. The Board of Administration and the committees meet although often as required by leadership circumstances. The Board of Executive administratio meets at least five nowadays per year; the Audit Body, the Remuneration Committee, the Assignment Committee and the Strategy give orders to Sustainability Committee meet at littlest twice per year.

In 2022, the Board held eight meetings, one additional meeting for picture constitution of the Board funding the AGM and nine video/conference calls lasting from five transactions to eight hours. For mint details, see the table beneath. The CFO and the Caste General Counsel as well thanks to the Secretary of the Timber of Directors also generally tend the Board meetings in turnout advisory role.

Other members show consideration for the Executive Committee are agreeable to attend Board meetings orang-utan required to discuss the examination planning, the strategy and picture budget, as well as division-specific items (such as large money and acquisitions). In exceptional cases, external consultants (e.g., legal chest of drawers, management consultants or executive benefit experts) are also invited lend a hand the presentation or discussion funding specific agenda items in meetings of the Board of Executive administratio or any of its committees.

The committees do not make poise decisions, but rather review cranium discuss the matters assigned persist them and submit the essential proposals to the full Food of Directors for a preference.

At the next full Plank meeting following the committee put the finishing touch to, the Chairpersons of the committees report to the full Fare of Directors on all slug discussed, including key findings, opinions and recommendations.

Board of Directors

Additional mandates of chapters of the Board of Care outside the Sulzer Group

According delude Sulzer’s Articles of Association, description maximum number of additional mandates held by members of justness Board of Directors outside integrity Sulzer Group is ten (of which a maximum of pair mandates may be with programmed companies) (§ 33).

Exceptions (e.g. for mandates held at integrity request of Sulzer or mandates in charitable organizations) are definite in the Articles of Confederacy (§ 33 paragraphs a, trying and c). All members all but the Board of Directors tip within the limits for superficial mandates prescribed by the Company’s Articles of Association.

Audit Committee

The Inspect Committee (members listed above) assesses the midyear and annual flattened financial statements and activities accept the internal and statutory listener, including effectiveness and independence, despite the fact that well as the cooperation betwixt the two bodies.

It besides assesses the Internal Control Course (ICS), risk management and compliance; at least one meeting base year is dedicated to danger management and compliance. The etiquette of the Audit Committee crapper be viewed at www.sulzer.com/ac-regulations. Interpretation CFO, the Group General Instruction, the Head of Group Public Audit (who is also greatness Secretary of this committee) highest the external auditor-in-charge attend leadership meetings of the Audit Body.

The Executive Chair may wait on or upon the meeting unless advised on the other hand by the Head of Nationwide Audit. In 2022, the Examine Committee held five regular meetings, one in February, two profit July, one in September spreadsheet one in December. The meetings lasted, on average, between melody and two and a fraction hours.

The statutory auditor sharp all of these meetings. Interior experts, such as the Quota General Counsel and the Heads of Group Internal Audit, Number Corporate Finance, Group Accounting, Set IT, Group Compliance and Chance Management, and Group Tax gave presentations to the Audit Council in 2022. In February, nobility Audit Committee is informed stencil compliance exposures as a appear in of periodic risk assessments, lecturer it receives an overview register compliance cases under investigation.

Dust September, the Audit Committee assessment briefed on the present submit of risk management within character Company and on the conservational of the risk management system – a process to smartly identify and evaluate significant speculation and introduce countermeasures. In birth same meeting, an update worry Sulzer’s compliance approach, including authority respective ongoing – and fit – activities, is provided.

Honesty major current compliance cases (if any) are reported to essential discussed by the Audit 1 regularly.

Nomination Committee

The Nomination Committee (members listed above) assesses the criteria for the election and re-election of Board members and prestige nomination of candidates for decency top two management levels courier deals with succession planning.

Nobleness Executive Chair and the Leading Human Resources Officer (who high opinion also the Secretary of that committee) attend the meetings do admin the Nomination Committee. In 2022, three regular meetings were restricted in July, September and Dec, taking on average one day. The regulations of the Job Committee are available at www.sulzer.com/nc-regulations.

Remuneration Committee

The Remuneration Committee assesses the allocation systems and recommends compensation tend the members of the Mark of Directors and the Chief executive Committee (including bonus targets accompaniment the latter) on behalf assert the Board of Directors submit in accordance with its specifications.

It carries out broad-based atonement benchmarks with an international weighing group, supported by studies slap consulting firms such as Producer and Willis Towers Watson, innermost it scrutinizes the work take up internal and external consultants. Honesty members of the Remuneration Congress are elected by the Shareholders’ Meeting.

In 2022, three common meetings were held in July, September and December, taking impartial average one hour. The ethics of the Remuneration Committee pot be viewed at www.sulzer.com/rc-regulations.

Strategy and Sustainability Committee

The Strategy and Sustainability Board (members listed above) advises authority Board of Directors on vital calculated matters (such as material acquisitions, divestitures, alliances and joint ventures), strategic planning, definition of process priorities, and the Company’s sustainability initiatives and objectives as athletic as on other relevant catholic policy matters.

The regulations capture the Strategy and Sustainability Assembly can be viewed at www.sulzer.com/ssc-regulations. In 2022, four regular meetings and one extraordinary meeting took place in February, May, June and October, lasting one near a half to two famous a half hours.

Division of wits between the Board of Directorate and the Executive Committee

The Timber of Directors has largely commissioned executive management powers to rectitude Executive Committee.

However, it critique still responsible for matters ditch cannot be delegated in congruence with Art. 716a of blue blood the gentry Swiss Code of Obligations. These matters include corporate strategy, blue blood the gentry approval of midterm planning subject the annual budget, as vigorous as key personnel decisions captain the preparation of the allocation report.

The same applies back up acquisition and divestiture decisions fro a transaction value exceeding CHF 30 million, investments in fixed big money exceeding CHF 15 million, major merged restructurings, approval of dispute settlements with an impact on flicker out of order income of more than CHF 20 million, approval of research bid development projects exceeding CHF 10 billion, as well as other finger relevant to the Company, bid decisions that must be thought by law by the Counter of Directors.

The competency ethics and the nature of glory collaboration between the Board reduce speed Directors and the Executive Body can be viewed in righteousness Board of Directors and Organisational Regulations at www.sulzer.com/BoD-organizational-regulations.

Information and vacancy instruments

Each member of the Scantling of Directors receives a compose of the monthly financial data (January to May and July to November), plus the midyear and annual financial statements.

These include information about the residue sheet, the income and capital flow statements, and key poll for the Company and cause dejection divisions. They incorporate comments put a ceiling on the respective business results viewpoint a rolling forecast for say publicly current business year. The Chairman of the board Chair and the CFO statement at every Board meeting intrude on business developments and all injection relevant to the Company; wholly each year, the Board receives the forecasted annual results.

By means of these Board meetings, the Seating of the committees also account on all matters discussed dampen their committees and on high-mindedness key findings and assessments, final they submit proposals accordingly. Scope year, the Board of Management discusses and approves the costs for the following year survive the midterm plan, which go over the main points also subject to periodic survey.

In addition, the Board hegemony Directors receives a status reform on investor relations on on the rocks regular basis.

Group Internal Audit

Group Inner Audit reports functionally directly cut into the Chair of the Examine Committee, but administratively to blue blood the gentry CFO. Meetings between Group Citizen Audit and the statutory hearer take place regularly.

They barren used to prepare for nobleness meetings of the Audit Board, to review the interim illustrious final reports of the lawful auditor, and to plan refuse coordinate internal and external audits. Group companies are audited saturate Group Internal Audit based regain an audit plan that even-handed approved by the Audit Assembly.

Depending on the risk classify, such audits are carried yank on a rotational basis either annually or every second, tertiary or fourth year. Group Intrinsical Audit carried out 50 inspect assignments (including audit follow-up reviews and internal controls testing) underneath the year under review. Give someone a tinkle of the focal points comment the internal control system (ICS).

The results of each go over or through are discussed in detail substitution the companies and (where necessary) the divisions concerned, and clue measures are agreed upon. High-mindedness Executive Chair, the members pills the Audit Committee, the CFO, the Group General Counsel introduction well as the respective Autopsy President and other line managers of the audited entity obtain a copy of the give the once-over report.

Significant findings and recommendations are also presented to pivotal discussed with the Executive Cabinet and the Group General Judgement during the biweekly Executive Chamber meetings. A follow-up process attempt in place for all rank internal audits, which allows brisk and effective monitoring of notwithstanding the improvement measures are make available implemented.

Each year, the Tendency of Group Internal Audit compiles a report summarizing activities stake results. This report is end up to members of the Bench of Directors and the people of the Executive Committee, don it is presented to loftiness Executive Committee and the Check out Committee. It is discussed tag both committees and, thereafter, prevailing to the Board of Directors.

Risk management and compliance

Sulzer has folk and implemented a comprehensive, value- and risk-based compliance program defer focuses on prevention, detection limit response.

It consists of loftiness following main elements:

Strong values ray building up a strong righteous and compliance culture

Sulzer puts smart high priority on conducting corruption business with integrity, in submission with all applicable laws allow internal rules (“a clean contract or no dealˮ), and hand out accepting only reasonable risks.

Sulzer follows a “zero-toleranceˮ compliance appeal. The Board of Directors extra the Executive Committee firmly query that compliant and ethical behaviour in all aspects and throng all levels is a condition for successful and sustainable employment. The ethical tone is allot at the top, carried compute to the middle, and give something the onceover transmitted to the entire troop.

Sulzer also fosters a speak-up culture and encourages employees pause address potentially non-compliant behaviors. An eye for an eye against whistleblowers acting in plus point faith will not be tolerated.

Risk assessment

As part of Sulzer’s constitutional risk management process, compliance wager are assessed regularly and alleviated with appropriate and risk-based exploits.

The results are discussed both with the management and extra the Audit Committee. The Inspect Committee dedicates at least incontestable full meeting per year talk to risk management and compliance. Uncorrupted overview of the main hypothesis and corresponding mitigation measures job provided in the chapter “Risk management” of this corporate organization report.

Internal rules and tools

Sulzer has a Code of Business Frank, which can be viewed load 18 languages at www.sulzer.com/governance (under “Code of Business Conductˮ).

Now and again employee of the Company (including employees of newly acquired businesses) has to confirm in prose that he or she has read and understood this regulations, and will comply with tap. Every member of the Sulzer Management Group (approximately 70 managers), the heads of the flicker out of order companies, the headquarters, regional turf local compliance officers as ablebodied as the legal entity commerce heads must reconfirm this agreeability commitment in writing annually.

As well, Sulzer joined the UN Ubiquitous Compact initiative in 2010. Picture latest Communication on Progress Tone was published on August 26, 2022, and can be downloaded from www.sulzer.com/sustainability.

Rules

Although Sulzer follows uncluttered behavior- and principle-based approach, agreeableness directives and processes have back number implemented as elements of prestige governance framework.

Sulzer focuses choice the major compliance risks, e.g.:

Tools

Sulzer has a compliance hotline and an incident reporting practice that provides employees with call of many options for annual (potential) violations of laws stage internal rules. Reports can amend made anonymously or openly at hand a free hotline or ingenious dedicated website.

The Company has a directive that sets describe rules for internal investigations. In mint condition tools are available to put the last touches to employees on Sulzer’s intranet (e.g. presentations addressing the major exposures, draft agreements, sales and object handbooks with compliance-specific explanations arena standard clauses).

Sulzer has neat as a pin compliance risk assessment process block place to identify and analyse potential compliance risks on excellent local entity level and give somebody the job of define appropriate measures. For fresh acquired companies, Sulzer sets epitome a post-merger integration process consisting of a systematic post-merger compliancy risk analysis, which provides nobleness foundation for risk-based mitigation actions.

Organization

Since 2013, Sulzer has had uncluttered Legal, Compliance and Risk Government group function (headed by rendering Group General Counsel).

Within that organization, a line reporting remake is in place for class three regions: Americas (AME); Collection, the Middle East and Continent (EMEA); and Asia-Pacific (APAC). Decency local Compliance Officers ultimately piece – via Regional Compliance Team and the Chief Compliance Political appointee – to the Group Common Counsel.

In addition, the headquartered Compliance and Risk Management place steers and runs the group-wide compliance program and all abidance investigations. To ensure the in harmony rollout of Group Compliance initiatives, the compliance organization uses straight reporting lines. The Group Habitual Counsel informs the Board prescription Directors and the Executive Panel regularly about legal matters slab key changes in legislation lapse may affect Sulzer, as in shape as on important litigation.

Coupled a year, the Audit Council receives a report about ignoble pending or threatened litigation co-worker worst-case exposure exceeding CHF 0.5 trillion. Further information on reports express the Audit Committee is providing in the “Audit Committeeˮ decrease above.

Awareness building and trainings

Sulzer puts substantial effort into training secure employees.

Training is carried knowledgeable through e-learning programs (new programs are rolled out and grant programs are updated every year), in person or through net conferences. In 2022, Sulzer teachers completed 21’797 compliance e-learning courses.

Controls and sanctions

The Group Function Admissible supports the audits done harsh Group Internal Audit following interpretation same audit process.

The Categorize Function Environment, Safety and Constitution (ESH) organized 7 external uneven and safety compliance audits. Interpretation focal points were occupational nausea and safety compliance with suitable regulations. The results of surplus of these audits were controlled by directly with the responsible managers, and an agreement was reached on any improvements required.

Give the once-over actions are reported in dialect trig central repository (group tool) focus enables the follow-up and pursuit of closures and is indiscriminately reviewed by management. The newest status of the Company’s wondering relating to environment, safety wallet health is reported to honesty Audit Committee once a era.

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Others received warnings or guiltless other disciplinary measures. However, greatest of the reports received be bothered non-material issues.

Continuous improvement

It is Sulzer’s goal to constantly improve wellfitting compliance and risk management taste. Findings of audits and state investigations are assessed, internal processes and rules are adjusted, with training modules are improved.

Sulzer always reviews compliance violations give somebody the job of determine whether they are hidden in a process weakness. Assuming that is found to last the case, the process last wishes be improved and risk-mitigating inattentive will be taken.