Raiffeisen Switzerland Board of Directors

The Board of Directors is mainly responsible for the Group's strategic development, for financial management and for overseeing the Executive Board. The Board of Directors consists of twelve members as of the balance sheet date. Every effort is made to ensure that the widest possible range of main professional qualifications and experience (from politics, business and society) are represented in this executive body. No Board of Directors’ members have been employed by Raiffeisen Switzerland in the last two years. In addition, no member of the Board of Directors has had significant business relationships as a contractual agent with Raiffeisen Switzerland.

Members of the Board of Directors

Prof. Dr Johannes Rüegg-Stürm

Chairman of the Board of Directors
Chairman of the Strategy and Finance Committee
Member of the Nomination and Remuneration Committee

Born in
1961

Nationality
Swiss

Place of residence
Schmerikon SG

Joined
2008

Elected until*
2018

Occupation
Full Professor of Organisation Studies at the University of St.Gallen (HSG) (since 2002);
Director of the Institute for Systemic Management and Public Governance (IMP-HSG) (since 2010)

* On 8 March 2018, Prof. Dr. Johannes Rüegg-Stürm announced his immediate resignation as Chairman of the Board of Directors.

Professional background

  • Co-founder and programme director of the innovative interdisciplinary Master's programme M.A. in Management, Organisation Studies and Cultural Theory at the HSG (since 2011)
  • Seminar instructor and process advisor at the IMP-HSG (since 2010)
  • Head of the Organisation Studies research centre at the IMP-HSG (since 2010)
  • Head of the business administration assessment level at the HSG (since 2001)

Education

  • Sabbaticals at the Warwick Business School and at the University of St Andrews (1995/1996–2005)
  • Post-doctorate degree at the HSG (1998)
  • Degree and doctorate in Business Administration at the HSG (1980–1986)

Significant directorships

  • Member of the Executive Board of the Institute for Legal Studies and Legal Practice at the University of St.Gallen (IRP-HSG)
  • Member of the Executive Board of the Institute for Technology Management at the University of St.Gallen (ITEM-HSG)
  • Chairman of the Executive Board of the Institute of Business Education and Educational Management at the University of St.Gallen (IWP-HSG)
  • Chairman of the Raiffeisen Centenary Foundation

Philippe Moeschinger

Deputy Chairman of the Board of Directors
Chairman of the Nomination and Remuneration Committee

Born in
1960

Nationality
Swiss

Place of residence
Thônex GE

Joined 
2008

Elected until
2018 

Occupation
Director General of Comptoir Immobilier SA (since 2011)

Professional background

  • Manager of the Foundation for Industrial Land in Geneva (1996–2011)
  • Director of a profit centre at Tectron Holding, Geneva (1990–1996)
  • Industrial engineer at IBM (Suisse), Lausanne (1986–1990)
  • Marketing assistant at UCCEL in Dallas, Texas (1985–1986)

Education

  • Diploma from the Institute of Real Estate Studies (iei), Geneva (1994)
  • Master's degree from HEC Geneva (1984)
  • College-preparatory secondary school diploma with a concentration on business (Wirtschaftsmaturität) (1980)

Significant directorships

  • Member of the BoD of Comptoir Immobilier SA
  • Member of the BoD of Gendre & Emonet Gérance immobilière SA
  • Member of the BoD of Gestion Capital Immobilier Suisse SA
  • Member of the BoD of Capital Immobilier Suisse AG
  • Member of the BoD of Société coopérative L'HABRIK, Les Rambossons, Geneva
  • Member of the BoD of Société coopérative pour l'habitat social, Tunnel
  • Committee Member of SVIT Romandie
  • Member of Fédération genevoise des Banques Raiffeisen
  • Chairman of the BoD of Banque Raiffeisen d'Arve et Lac

Laurence de la Serna

Member of the Board of Directors
Member of the Strategy and Finance Committee

Born in
1967

Nationality
Swiss

Place of residence
Conches GE

Joined
2017

Elected until
2018

Occupation
Managing Director of Jean Gallay S.A., Plan-les-Ouates GE (since 2008)

Professional background

  • Marketing Accountant at COTECNA S.A., Geneva (2002–2008)
  • Assistant Account Manager at Credit Suisse, Geneva (1993–1995)
  • Assistant Director of the International & Credit Departments at Credit Suisse, Geneva (1992–1993)

Education

  • MBA in Finance & Real Estate, Golden Gate University, San Francisco, California, USA (1990–1991)
  • Bachelor's in Management & International Business, Holy Names College, Oakland, California, USA (1986–1989)
  • Ecole Supérieure de Commerce, Geneva (1982–1986)

Significant directorships

  • Member of the BoD of Jean Gallay S.A., Plan-les-Ouates GE
  • Member of the BoD of SIG (Services industriels Genève), Le Lignon GE
  • Member of the BoD of SOGEMCO (Société de Gestion Hotelière Mövenpick Cointrin S.A.), Meyrin GE
  • Member of the Council of CCIG (Chambre de commerce, d’industrie et des services de Genève), Geneva
  • Vice President at UIG (Union industrielle Genevoise), Geneva
  • Member of CSPE (Conseil Stratégique de la Promotion Economique), Geneva

Rita Fuhrer

Member of the Board of Directors
Member of the Nomination and Remuneration Committee

Born in
1953

Nationality
Swiss

Place of residence
Auslikon ZH

Joined
2010

Elected until
2018 

Occupation
Former cantonal councillor (since 2010)

Professional background

  • Head of the Department for Economic Affairs of the Canton of Zurich (2004–2010)
  • Head of the Department for Social Affairs and Security of the Canton of Zurich (1995–2003)
  • Member of the Cantonal Council of the Canton of Zurich (1995–2010)
  • Member of the Cantonal Parliament (1992–1995)
  • Head of Secondary Education Promotion Pfäffikon (1989–1995)
  • Head of a health insurance agency (1973–1994)

Education

  • Commercial training (1971–1973)
  • Needlework teacher seminar (1970–1971)

Significant directorships

  • Member of the BoD of Balgrist Campus Ltd
  • President of the Swiss Association Balgrist
  • Chairwoman of the Foundation Council of the Museum and Historical Material of the Air Force
  • Chairwoman of the Foundation Council of the Foundation to Preserve and Promote Traditional Crafts
  • Chairwoman of the Züri Oberland Local Crafts Cooperative
  • Member of the Foundation Council of the Viventis Foundation

Prof. Dr Pascal Gantenbein

Member of the Board of Directors*
Member of the Audit and Risk Committee

Born in
1970

Nationality
Swiss

Place of residence
St.Gallen

Joined
2017

Elected until
2018

Occupation
Full Professor of Financial Management at the Faculty of Economics at the University of Basel and Dean of Studies at the Faculty of Economic Sciences (since 2007); Lecturer in Corporate Finance at the University of St.Gallen (HSG) (since 2008); Lecturer at the Centre for Urban & Real Estate Management at the University of Zurich (since 2004)

* Since the resignation of Prof. Dr. Johannes Rüegg-Stürm on 8 March 2018, Deputy Chairman Prof. Dr. Pascal Gantenbein has presided over the Board of Directors on an interim basis.

Professional background

  • Professional Member of The Royal Institution of Chartered Surveyors (RICS) (since 2011)
  • Senior Advisor, Hoffmann & Co. AG, Basel (since 2006)
  • Visiting professorships at the HEC Paris (FR), the University of Geneva (CH), the HEC Montréal/École des hautes études commerciales (CAN) and the Wits Business School/University of the Witwatersrand Johannesburg (SA) (2006–2012)
  • Lecturer at the University of Liechtenstein (2004–2013)

Education

  • Sabbaticals at the University of Southern California/USC (USA), the University of California, Los Angeles/UCLA (USA), the University of Maastricht (NL) and the Indian Institute of Management Bangalore/IIMB (IND) (2003–2016)
  • Post-doctorate degree at the University of St.Gallen (HSG) (2000–2004)
  • Degree and doctorate in Business Administration at the University of St.Gallen (HSG )(1990–1995)

Significant directorships

  • Member of the BoD of Grether AG, Binningen
  • Member of the Advisory Board of St.Galler Pensionskasse, St.Gallen

Angelo Jelmini

Member of the Board of Directors
Member of the Nomination and Remuneration Committee

Born in
1955

Nationality
Swiss

Place of residence
Lugano-Pregassona TI

Joined
2011

Elected until
2018 

Occupation
City Council Member of the City of Lugano; Head of the Spatial Development Department (since 2011); co-owner of notary and law office Sulser Jelmini Padlina e Partner in Lugano and Mendrisio (since 1994)

Professional background

  • Founding member and subsequently member of the Board of Directors and Secretary of Cassa Raiffeisen di Pregassona-Cureggia, now Lugano (since 1984)
  • Co-founder of the notary and law office Sulser & Jelmini, Lugano and Mendrisio (since 1994)
  • Associate of the law and notary office Camillo Jelmini, Lugano (1982–1993)

Education

  • Admitted to the bar as a lawyer and notary in the Canton of Ticino (1982–1984)
  • Law degree magna cum laude from the University of Berne (1975–1981)
  • Advanced-level secondary school diploma (type B) from Kantonsschule Kollegium Schwyz (1971–1975)

Significant directorships

  • City Council Member of the City of Lugano; Head of the Spatial Development Department
  • Chairman of the BoD at Trasporti Pubblici Luganesi SA (TPL), Lugano
  • Member of the BoD at Ferrovie Luganesi SA (FLP), Lugano
  • Owner of Studio legale e notarile Sulser Jelmini Padlina e Partner, Lugano e Mendrisio
  • Chairman of the BoD, Banca Raiffeisen Lugano

Daniel Lüscher*

Member of the Board of Directors
Member of the Strategy and Finance Committee

Born in
1961

Nationality
Swiss

Place of residence
Herznach AG

Joined
2008

Elected until
2018

Occupation
Chairman of the Executive Board of Raiffeisenbank Aarau-Lenzburg (since 1991)

* Dependent in the sense of FINMA Circular 2017/1 paragraphs 18–22

Professional background

  • Member of the Raiffeisen Architecture Committee (2006–2008)
  • Member of the Raiffeisen Steering Committee (2001–2008)
  • Chairman of the Aargauer Verband der Raiffeisenbanken (2001–2008)
  • Deputy Chairman of the Executive Board of Raiffeisenbank Kölliken-Entfelden (1990–1991)
  • Bank employee of Raiffeisenbank Kölliken-Entfelden (1989)
  • Assistant auditor at Revisionsverband schweizerischer Regionalbanken, Zurich (1988–1989)
  • Self-employed non-physician foot care provider (1983–1988)

Education

  • Leadership in Excellence, SEF (2015)
  • Master of Advanced Studies in Bank Management HSL (2005–2007)
  • Federal Banking Diploma (1989–1993)
  • Federal Podiatry Diploma (1982–1988)
  • Commercial training (1978–1981)

Significant directorships

  • Chairman of the Swiss Excellence Forum, Sursee
  • President of the Association Aarau Standortmarketing (VAS)

Olivier Roussy

Member of the Board of Directors
Member of the Audit and Risk Committee

Born in
1964

Nationality
Swiss

Place of residence
Yverdon-les-Bains VD

Joined
2014

Elected until
2018

Occupation
Founder and manager of Major Invest SA, wealth management/financial consulting, Yverdon-les-Bains (since 2012)

Professional background

  • Independent financial consultant MAJOR INVEST SA (since 2017)
  • Independent asset manager MAJOR INVEST SA (2012–2017)
  • Team leader of Private Banking Freiburger Kantonal Bank (2010–2011)
  • Investment Manager Deutsche Bank (Suisse) SA (2005–2010)
  • Portfolio Manager/Investment Advisor/Relationship Manager, CS and UBS, Zurich, Geneva and Lausanne (1987–2000)

Education

  • CIWM Certified International Wealth Manager AZEK (2005)
  • FAME Financial Asset Management and Engineering SFI (2003)
  • CIIA Certified International Investment Analyst AZEK (2003)
  • MBA Business School Lausanne (2002–2003)
  • Commercial training (1981–1984)

Significant directorships

  • Chairman of the BoD of Major Invest SA, Yverdon-les-Bains

Urs Schneider

Member of the Board of Directors
Member of the Strategy and Finance Committee

Born in
1958

Nationality
Swiss

Place of residence
Amlikon-Bissegg TG

Joined
2008

Elected until
2018

Occupation
Deputy Director of the Swiss Farmers' Union (since 2000)

Professional background

  • Farmers' Secretary/Managing Director of Thurgau Bauernverband (1994–2000)
  • Assistant, Department of Agriculture of the Canton of Thurgau (1984–1994)

Education

  • Agro. Eng. HTL, University of Applied Sciences for Agriculture Zollikofen (1980–1983)
  • Agricultural training (1974–1978)

Significant directorships

  • Member of the BoD of Agrimmo AG, Berne
  • Member of the BoD of Schweiz. Agrarmedien AG and "Agri" S.a.r.l. (agricult. publication in French-speaking Switzerland), Berne and Lausanne
  • Member of the BoD of Grünes Zentrum AG, Weinfelden
  • Member of the BoD of Landwirtschaftliches Bau- und Architekturbüro LBA, Brugg
  • Chairman of Agro-Marketing Suisse, Berne
  • Member of the Foundation Board of the Foundation for Sustainable Nutrition by the Swiss Agricultural Industry, Brugg
  • Member of the Foundation Board of the Employee Benefits Foundation of the Swiss Farmers' Association, Brugg
  • Member of the Executive Board of the Association to Promote the Quality Strategy of the Swiss Agriculture and Food Industry, Berne
  • Member of the BoD of Raiffeisenbank Mittelthurgau, Weinfelden
  • Chairman of the Thurgauer Verband der Raiffeisenbanken

Prof. Dr. Franco Taisch*

Member of the Board of Directors
Member of the Audit and Risk Committee

Born in
1959

Nationality
Swiss

Place of residence
Neuheim ZG

Joined
2008

Elected until
2018

Occupation
Business owner and part-time Full Professor of Commercial Law at the University of Lucerne (since 2007/2009)

* temporarily does not participate in the decision-making process since November 16, 2017

Professional background

  • Executive, Member of Executive Boards and member of Boards of Directors of listed and unlisted companies in Switzerland and abroad – most recently Member of the Executive Board of the Julius Baer Group, Zurich (1994–2007)
  • Lecturer and Honorary Professor at various universities in Switzerland and abroad (1993–2009)
  • Lawyer in Zurich, Geneva and New York (1987–1994)

Education

  • Post-doctorate degree at the University of Lucerne (2007–2009)
  • IMD, Lausanne (2000)
  • Practising Law Institute, New York (1992)
  • Law licence, Zurich (1987–1989)
  • Degree and doctorate at the Faculty of Law and Political Science of the University of Zurich (1980–1987)

Significant directorships

  • President and owner of taischconsulting, leadership, governance, strategy and law, Zug
  • Chairman and founding partner of kreisquadrat gmbh, the decision network, Lucerne
  • Chairman of the BoD of Swiss Rock Asset Management AG, Zurich
  • Executive Board Delegate of the interest group IG Genossenschaftsunternehmen, Lucerne
  • Co-owner and Member of the BoD of Clinica Alpina SA, Scuol and Samedan
  • Founding partner and Chairman of the BoD of the healthbank Group, Geneva and Baar
  • Full professor (part-time) for Business Law at the University of Lucerne
  • Member of the Specialist Council (Fachrat) at Lucerne University of Applied Sciences and Arts, Institute for Financial Services, Zug
  • Partner at the International Centre for Corporate Governance/Swiss Board School, St.Gallen

Lic. iur. Edgar Wohlhauser

Member of the Board of Directors
Chairman of the Audit and Risk Committee

Born in
1961

Nationality
Swiss

Place of residence
Arth SZ

Joined
2006

Elected until
2018

Occupation
Partner at BDO Ltd, Zurich (since 2010)

Professional background

  • Partner at Ernst & Young, Legal Financial Services (2002–2010)
  • Head of investigative proceedings in the legal department of the Federal Banking Commission, Berne (1999–2001)

Education

  • LL.M., University of Zurich (2000–2002)
  • Swiss Banking School, Zurich (1993–1995)
  • Lawyer (1986–1989)
  • Lic. iur., University of Freiburg i.Ue. (1981–1986)

Significant directorships

  • Member of the BoD of Wertim AG, Altdorf
  • Member of the Executive Pensions Commission at Gemini

Werner Zollinger

Member of the Board of Directors
Member of the Audit and Risk Committee

Born in
1958

Nationality
Swiss

Place of residence
Männedorf ZH

Joined
2006

Elected until
2018

Occupation
Chairman of the BoD and owner of ProjectGo AG, Zug (since 2007)

Professional background

  • Owner and CEO of ProjectGo AG in Zug, security consulting (since 2007)
  • National and international project experience in technical communication, IT and security infrastructure (since 1990)
  • Extensive experience as the head of development and technical operations in an executive position (1994–2007)

Education

  • Electrical engineering degree (dipl. Elektroingeniuer) HTL Abendtechnikum Zurich (1982–1986)

Significant directorships

  • Chairman of the Board of Directors of Raiffeisenbank rechter Zürichsee, Männedorf
  • Chairman of Raiffeisen Regionalverband Zürich/Schaffhausen

Composition, election and term of office

The Board of Directors consists of nine to twelve members according to the Articles of Association. In filling these positions, attention is paid to ensuring an appropriate representation of the linguistic regions and banking authorities for the Raiffeisen banks. Half of the Members of the Board of Directors should be representatives of the Raiffeisen banks. Members of the Board of Directors are elected for a two-year term (current term: 2016 to 2018) and can serve a maximum of twelve years. Members of the Board of Directors must step down at the end of the term of office in which they attain the age of 65.

Internal organisation and delimitation of powers

The Board of Directors and its committees meet as often as business dictates, but at least six times a year (full Board of Directors) and four times a year (Board of Directors' committees). The following table shows the number of meetings held by the Board of Directors and its committees in 2017. Ordinary meetings of the Board of Directors generally last an entire day while committee meetings last half a day.

Meeting attendance 2017 1

Board of Directors 2

Nomination and Remuneration Committee 3

Strategy and Finance Committee 4

Audit and Risk Committee 5

Number of meetings held

17

20 6

6

5

Number of members who missed no meetings

7

3

4

4

Number of members who missed one meeting

4

1

0

1

Number of members who missed two or more meetings

1

0

0

0

Meeting attendance, in %

96

99

100

96

1 Various members of the Board of Directors attend other meetings as well: strategy meetings, meetings of the Executive Board of Raiffeisen Switzerland, meetings with FINMA, meetings with PwC, annual meetings with representatives of the regional unions, chairman and head of bank forums in the spring and autumn, and other communication platforms with the regional unions. This list is not exhaustive.

2 The Board of Directors consisted of ten members at the beginning of the year and twelve members at the end of the year. Two new members joined the Board of Directors at the Delegate Meeting in 2017.

3 The Nomination and Remuneration Committee consisted of four members at the beginning and end of the year.

4 The Strategy and Finance Committee consisted of three members at the beginning of the year and four members at the end of the year.

5 The Audit and Risk Committee consisted of four members at the beginning of the year and five members at the end of the year.

6 In addition, five meetings were held with a delegation of the regional unions during the Board of Directors elections.

Resolutions are passed on the basis of the absolute majority of members present, or the absolute majority of all members for circular resolutions. The Chairman breaks tied votes. Resolutions are minuted. The Board of Directors meets once a year to review its own activities and positions. The Members of the Executive Board generally attend meetings of the Board of Directors and also attend certain meetings of the Board of Directors committees depending on their function on the Executive Board. They can advise and have the right to put forward motions. The Board of Directors is kept informed of the activities of the Executive Board of Raiffeisen Switzerland in a number of ways. The Chairman of the Board of Directors and the Head of Internal Auditing attend selected meetings of the Executive Board. The Executive Board is also required to update the Board of Directors regularly on the financial position, earnings and risk situation, as well as on the latest developments and any unusual events at the Raiffeisen Group.

Under the Swiss Code of Obligations, the Articles of Association, and the Terms and Conditions of Business of Raiffeisen Switzerland, the main duties of the Board of Directors are as follows:

  • To resolve whether to accept or exclude Raiffeisen banks
  • To establish the business policy of the Raiffeisen Group, the risk policy and regulations and authorities required for running Raiffeisen Switzerland
  • To appoint and dismiss Members of the Executive Board, the Extended Executive Board, the Head of Internal Auditing and their deputies
  • To define the overall sum of variable remuneration and decide on the fixed and variable annual remuneration components for Executive Board members
  • To appoint and dismiss the regulatory audit company for Raiffeisen Switzerland and Raiffeisen banks
  • To pass the regulations necessary for the running of the Raiffeisen banks
  • To prepare for the Delegate Meeting and execute the resolutions of this body

The Board of Directors also approves the duties, strategies, budgets and accounting practices of Raiffeisen Switzerland and the Group companies. The Board of Directors can appoint committees with responsibilities conferred for a fixed period or without limit. The Board of Directors may bring in external consultants in certain cases, as it did in 2017. The duties and powers of the standing committees are set forth in regulations and summarised below.

The powers exercised by the Board of Directors, its committees, the Chairman of the Executive Board and the Executive Board are specified in detail in the Articles of Association, the Terms and Conditions of Business and the authority levels of Raiffeisen Switzerland.

FINMA proceedings at Raiffeisen Switzerland

FINMA initiated enforcement proceedings against Raiffeisen Switzerland in October 2017. The Raiffeisen Switzerland proceedings relate to corporate governance, specifically, the way participations were handled in the past. The proceedings do not affect the Raiffeisen banks' client business.

The Board of Directors and the Executive Board of Raiffeisen Switzerland launched their own corporate governance check back in 2016. The findings from this check have already been corrected or addressed by various measures.

Together with FINMA, Raiffeisen Switzerland aims to wrap up the proceedings in the spring of 2018. Raiffeisen Switzerland is in close, open and transparent dialogue with FINMA ‒ the Board of Directors and Executive Board constructively support the proceedings to the best of their ability.

Independent Lead Director

The Board of Directors has appointed Pascal Gantenbein as an Independent Lead Director to ensure a thorough and complete clarification of all issues and avoid the appearance of any conflicts of interest. Pascal Gantenbein was elected to the Board of Directors of Raiffeisen Switzerland at the Delegate Meeting in June 2017. This means he has the best prerequisites and maximum independence for supporting the proceedings from within the Board of Directors.

Committees of the Board of Directors

Strategy and Finance Committee

Duties

  • Dealing with tasks assigned by the Board of Directors and general support for the Board of Directors in performing its duties and responsibilities
  • Monitoring strategically relevant developments, opportunities and challenges in the environment and for the Raiffeisen Group
  • Preparing strategic initiatives in the Board of Directors and supervising their realisation (responsible for content)
  • Arranging and supervising the strategy work of the Raiffeisen Group (responsible for processes)
  • Providing the Board of Directors with strategic risk assessments
  • Ensuring good corporate governance at the Raiffeisen Group
  • Passing resolutions on participations, investments, contractual obligations, expenditure and loans, to the extent that authority over these matters is assigned to the Committee

Audit and Risk Committee

Duties

  • Analysis of the annual accounts, specifically amendments of accounting principles and valuation of balance sheet items
  • Deciding on measures to approve or withdraw a temporary exemption if a value-at-risk limit has been exceeded
  • Supporting and monitoring the work of the auditor and Internal Auditing, as well as cooperation between the two
  • Approving the annually budgeted auditor's fee
  • Monitoring and assessing the effectiveness and appropriateness of the internal control system
  • Evaluating compliance with statutory, regulatory and internal rules, as well as with market standards and codes of practice (Compliance)
  • Analysis of the risk situation of Raiffeisen Switzerland and the Group, as well as monitoring and assessing measures to record, manage and control risks
  • Monitoring compliance with the financing plan
  • Preparing for the election of the regulatory audit company and the auditor for the purposes of the Swiss Code of Obligations and presenting the results to the Board of Directors
  • Preparing for the appointment of the Head of Internal Auditing and presenting the results to the Board of Directors

Nomination and Remuneration Committee

Duties

  • Preparing for elections and presenting the results to the Board of Directors
  • Analysing trends and developments in the labour market
  • Developing a strategically sound staff development and succession plan
  • Preparing all activities relating to employment conditions for executive managers and staff, including, without limitation, remuneration and retirement plans
  • Preparing the remuneration report
  • Setting up rules for employees trading for their own accounts
  • Granting and monitoring loans to members of executive bodies

Information and controlling tools vis-à-vis the Executive Board

The information and controlling tools have been designed in compliance with the requirements defined by the Swiss Financial Market Supervisory Authority (FINMA). The Raiffeisen Group has an established and proven management information system (MIS), which helps the Board of Directors fulfil its supervisory duties and oversee the powers transferred to the Executive Board.

Every quarter, the Board of Directors receives a final, comprehensive financial report with a year-on-year comparison, actual/budget comparison and expectations for each business segment and the entire Raiffeisen Group. The report is discussed at the meetings of the Audit and Risk Committee of the Board of Directors and the entire Board of Directors. These periodic reports are supplemented by analyses of relevant issues and developments. The minutes of the Executive Board meetings are also presented to the Chairman of the Board of Directors for their inspection. In addition, Executive Board members participate in Board of Directors meetings or committees at the invitation of the Board of Directors, provide information on current issues and are available to provide information.

Risk and compliance

The Board of Directors is periodically updated on the risk situation. Every year, the Board of Directors is presented with a forward-looking risk analysis that serves to determine the Group's annual risk tolerance and assess its resulting risk capacity. The Board of Directors receives a detailed quarterly risk report on the overall risk situation and the utilisation of the overall limits approved by the Board of Directors.

The Raiffeisen Group has an internal control system (ICS) that supports the proper conduct of business activities based on processes, controls, regulations, directives and corresponding measures. The Board of Directors receives an annual report on the adequacy and effectiveness of the internal control system.

The Raiffeisen Group has a compliance function and a Compliance department to ensure risk-oriented compliance with statutory and regulatory requirements. The Board of Directors receives an annual assessment of the compliance risk of the Group's business activities and an activity report from the compliance function. Furthermore, the Board of Directors is given timely information on grave violations of compliance regulations or matters with major implications.

Internal Auditing

The Raiffeisen Group also has an Internal Auditing department, which reports to the Board of Directors and is independent of the Executive Board. This department supports the Board of Directors in fulfilling its oversight and control duties and has an unrestricted right to perform audits and obtain information within the bank. Internal Auditing reports to the Audit Committee and, as part of the annual activity report, to the Board of Directors.