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 of Raiffeisen Switzerland. The Board of Directors consists of nine members as at the balance sheet date. Only members of an affiliated Raiffeisen bank can become a member of the Board of Directors.

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 a business relationship with Raiffeisen Switzerland that would pose a conflict of interest due to its nature or scope.

Prompted by the accusation of poor corporate governance from 2012 to 2015, a decision was made in 2018 to completely overhaul the Board of Directors of Raiffeisen Switzerland. The professionalisation also reflects FINMA's requirements with regard to Raiffeisen. The new BoD members possess in-depth knowledge of law, banking, finance, IT, real estate, risk management, compliance, auditing and assurance. In short, the members complement each other perfectly and have what it takes to drive the kind of efficient, effective teamwork that serves the entire banking group. All members of the Board of Directors are considered independent within the meaning of FINMA Circular 201 7/1, paragraphs 18-22.

With the specific skills of the Board of Directors members, Raiffeisen Switzerland is responding to the constantly rising demands on banking groups like Raiffeisen. Their wide-ranging profiles enable the Board of Directors to selectively manage and monitor the Raiffeisen Group's strategic challenges and forthcoming transformation process.

Members of the Board of Directors

Guy Lachappelle

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

Born in
1961

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Chairman of the Board of Directors of Raiffeisen Switzerland (since 2018)

* Resigned as of 4 June 2019

Professional background

    Basler Kantonalbank, Basel (2010–2018)
  • Chief Executive Officer and Chairman of the Management Board (2013–2018)
  • Head of Corporate Clients/Member of the Management Board (2010–2013))
  • Bank Coop, Basel (2006–2010)
  • Head of Lending and Production/Member of the Executive Board (2008–2010)
  • Head of Lending Northwestern Switzerland (2006–2008)
  • Bank Cial, Basel (1999–2006)
  • Head of Risk Management/Member of the Executive Board (2005–2006)
  • Head of Credit Management (1999–2005)
  • Credit Suisse Group, Basel und Aarau (1994–1999)
  • Various staff and management functions
  • A & U Kaderberatung, Basel (1990–1994)
  • Management consultant and partner

Education

  • Executive MBA HSG, University of St.Gallen (2002–2004)
  • Postgraduate degree in Human Resources, HWV Olten (1991–1993)
  • Law degree, degree awarded: lic. iur., University of Basel (1982–1988) 

Significant directorships and vested interests

  • Member of the Board of Directors of WGN Wohnbau-Genossenschaftsverbandes Nordwest, Basel*
  • Member of the Board of Directors of the Swiss Bankers Association
  • Partner of Menschen im Alter GmbH

Memberships

  • SwissVR (Association for Board Members)

Prof. Dr Pascal Gantenbein

Vice Chairman of the Board of Directors
Chairman of the Strategy and Finance Committee
Member of the Risk Committee

Born in
1970

Nationality
Swiss

On BoD since
2017

Elected until
2020

Occupation
Full Professor of Financial Management at the Department of Economics at the University of Basel and Dean of Studies at the Department of Economic Sciences (since 2007); Lecturer in Corporate Finance at the University of St.Gallen (HSG) (since 2008)

Professional background

  • Visiting professorships at HEC Paris (FR), the University of Geneva (CH), 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) (1990–1999)

Significant directorships and vested interests

  • none

Memberships

  • The Royal Institution of Chartered Surveyors (RICS)
  • Urban Land Institute (ULI)

Andrej Golob

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

Born in
1965

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Founder/Chairman of the Board of Directors/Chief Executive Officer of karldigital AG, Olten (since 2018)

Professional background

    Equatex AG, Zurich (2015–2017)
  • Chief Executive Officer
  • Swisscom AG, Zurich (2014–2015)
  • Executive Vice President and Member of the Executive Board Swisscom Enterprise Customers
  • Swisscom IT Services Workplace AG, Zurich (2011–2013)
  • Chief Executive Officer
  • Various senior management positions at Hewlett-Packard (1992–2011); including:
  • Director Distribution Sales and Development Europe, Middle East & Africa (EMEA), Hewlett-Packard International, Dübendorf (2008–2011)
  • Sales Director Corporate, Enterprise & Public Segment, Middle East, Mediterranean & Africa, Hewlett-Packard International, Dübendorf (2007–2008)
  • Country General Manager of Division, HP Services, Hewlett-Packard Switzerland, Dübendorf (2006–2007)
  • Country General Manager of Division Personal Systems Group, Hewlett-Packard Switzerland, Dübendorf (2002–2006)

Education

  • Breakthrough Program for Senior Executives, IMD Lausanne (2007)
  • Master in Business Administration (lic. oec. HSG), University of St.Gallen (1991)

Significant directorships and vested interests

  • BoD Chairman of Raiffeisenbank Olten

Memberships

  • Industrie- und Handelsverein Olten
  • Swiss Institute of Directors

Thomas A. Müller

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

Born in
1965

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Independent Member of the Board of Directors and Chairman of the Swiss Takeover Board

* Resigned on 12 November 2018
** Resigned as of 31 March 2019

Professional background

    EFG International, Zurich und Lugano* (2018)
  • Group Chief Risk Officer/Member of the Executive Board
  • BSI Bank (within EFG Group), Lugano (2016–2017)
  • Chief Executive Officer
  • Bank J. Safra Sarasin Ltd, Basel (2010–2016)
  • Group Chief Financial Officer/Member of the Executive Board
  • Swiss Life Group, Zurich (2006–2009)
  • Group Chief Financial Officer & Chief Risk Officer/Member of the Management Board
  • Banca del Gottardo/Swiss Life Group (2002–2005)
  • Chief Financial & Risk Officer/Member of the Executive Board
  • Marc Rich Holding Ltd., Zug (1997–2000)
  • Head of Trading Fixed Income
  • Credit Suisse/Schweizerische Volksbank, Zürich (1991–1997):
  • Department Head of Treasury, Member of Senior Management
  • Head of Asset & Liability Management, Member of Management

Education

  • High Performance Boards, IMD Lausanne (2016)
  • Master of Business Administration (MBA), IMD Lausanne (2001)
  • Master of Economics (lic. rer. pol), University of Berne (1986–1991)

Significant directorships and vested interests

  • President of the Swiss Takeover Board, Zurich
  • Chairman of the Board of Directors of Credit Exchange AG, Zurich
  • Directorships on behalf of the EFG Group**: Member of the Board of Directors of BSI AG, Lugano/Member of the Board of Directors and Head of the Audit Committee, Banque Oudart, Paris/Member of the foundation boards of the EFG and BSI pension funds

Memberships

  • SwissVR (Association for Board Members)

Thomas Rauber

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

Born in
1966

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Manager/owner of TR Management GmbH (management consultancy), Tafers; Manager/owner of TR Invest AG (private SME investment company), Tafers (since 2010)

Professional background

    Meggitt Gruppe (Meggitt PLC, Christchurch, UK) (1997–2010)
  • CFO and Deputy General Manager, Meggitt SA, Villars-sur-Glâne, Fribourg (2008–2010)
  • General Manager, Vibro-Meter France SAS (2005–2007)
  • Finance Director, Vibro-Meter SA, Villars-sur-Glâne, Fribourg (1997–2005)
  • DANZAS (now DHL), Basel headquarters (1992–1997)
  • Head of Controlling Eurocargo Division (1996–1997)
  • Head Corporate Finance IT Coordination (1994–1996)
  • Regional Controller (Europe) (1992–1994)
  • Swiss Bank Corporation, Basel (1990–1992)

Education

  • Executive General Management, IMD Lausanne (2005)
  • Lic. rer. pol. Business Administration, University of Fribourg (1986–1990) 

Significant directorships and vested interests

  • Member of the Chamber of Employers in the Canton of Fribourg
  • Member of the Fribourg Cantonal Parliament
  • Member of the Board of Directors of Fastlog AG, Emmen and Thun
  • Chairman of the Board of Directors of Raiffeisenbank Freiburg Ost Genossenschaft

Memberships

  • none

Olivier Roussy

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

Born in
1964

Nationality
Swiss

On BoD since
2014

Elected until
2020

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

Professional background

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

Education

  • Swiss Board Institute Certificate (2017)
  • 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)

Significant directorships and vested interests

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

Memberships

  • Swiss Institute of Directors

Dr Beat Schwab

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

Born in
1966

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Self-employed entrepreneur and Board of Directors member (since 2017)

* Resigned as of 31 December 2018

Professional background

    Credit Suisse AG, Zurich (2012–2017)
  • Head Real Estate Investment Management/Managing Director
  • Wincasa AG, Winterthur (2006–2012)
  • Chief Executive Officer
  • ISS Schweiz AG/Sevis AG, Facility Management, Zurich/Basel (1999–2006)
  • Member of the Executive Board/Director of Business Development
  • Credit Suisse First Boston, Zurich (1998–1999)
  • Head of Fixed Income/Forex Research Switzerland, Director
  • UBS Economic Research, Zurich (1992–1997)
  • Head of Economic Research & Sector Analyses, Vice President

Education

  • Master of Business Administration, Columbia University, New York (1996–1997)
  • Doctorate (Dr. rer. pol.) (1993–1995)
  • Degree in Economics (lic. rer. pol), University of Berne (1987–1992)

Significant directorships and vested interests

  • Chairman of the Board of Directors of Zug Estates Holding AG, Zug
  • Vice Chairman of the Board of Directors of pom+ Group AG & pom+ Consulting AG, Zurich
  • Member of the Board of Directors and Member of the Audit, Risk & Compliance Committee of Credit Suisse Asset Management (Switzerland) AG, Zurich*
  • Member of the Supervisory Board of Credit Suisse Asset Management Immobilien KAG, mbh, Frankfurt*
  • Member of the Board of Directors and Head of the Audit Committee of SBB Swiss Federal Railways, Berne
  • Member of the Board of Directors and Head of the Audit & Risk Committee of Varia US Properties AG, Zug
  • Foundation Council of SKB 1809, formerly Sparkasse Basel

Memberships

  • none

Karin Valenzano Rossi

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

Born in
1972

Nationality
Swiss

On BoD since
2018

Elected until
2020

Occupation
Member of the tribunal panel of the Swiss Association of Asset Managers (VSV), Zurich (since 2016); Partner at the law firm of Walder Wyss AG, Zurich; partner at the notary's offices of JerminiValenzano, Lugano (now Jermini Valenzano Fornara) (since 2015); Investigator for FINMA, Berne (with the reference firms) (since 2014); Instructor at AKAD Banking + Finance (Höhere Fachschule für Bank und Finanz, HFBF), Centro di Studi Bancari, Vezia (now Kalaidos Banking + Finance School), The Banking Diploma (Swiss Banking) (since 2007); Instructor at the Centro di Studi Bancari, Vezia (since 2004) 

Professional background

    Spiess Brunoni Pedrazzini Molino, now Molino Adami Galante, Lugano (2001–2014)
  • Attorney and, since 2002, notary 
  • Partner since 2009

Education

  • Admitted to the Ticino Notaries Association (2002) 
  • Admitted to the Ticino Bar Association (2000)
  • Law degree, University of Fribourg (1991–1997)

Significant directorships and vested interests

  • Member of the Board of Directors of Banca Raiffeisen Lugano
  • Vice President of FDP Ticino
  • Member of the Municipal Council of Lugano, parliamentary FDP leader

Memberships

  • Swiss Bar Association (SAV)
  • Ticino Bar Association (OATi)
  • Ticino Notaries Association (OdNti)

Rolf Walker

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

Born in
1962

Nationality
Swiss

On BoD since
2018

Elected until
2020 

Occupation
Self-employed management consultant (since 2018)

Professional background

    Ernst & Young, Bern/Zurich (1988–2018)
  • Management of international, national and regional audit mandates from 2001 as partner
  • Auditor in charge and lead auditor accredited by the Swiss Financial Market Supervisory Authority (FINMA)
  • Schweizerische Volksbank, Biel (1981–1985)
  • Various positions

Education

  • Kammerschule Bern, Swiss Certified Accountant (1991–1994)
  • Höhere Wirtschafts- und Verwaltungsschule Bern, MBA-equivalent degree (Dipl. Kaufmann HWV) (1985–1988)

Significant directorships and vested interests

  • none

Memberships

  • none

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: 2018 to 2020) 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 four times a year pursuant to the Articles of Association of Raiffeisen Switzerland Art. 39 (1). The following table shows the number of meetings held by the Board of Directors and its committees in 2018. Ordinary meetings of the Board of Directors generally last an entire day while committee meetings last half a day.

Meeting attendance 2018 1

Board of Directors 2

Nomination and Remuneration Committee 3

Strategy and Finance Committee 4

Audit and Risk Committee 5

Audit Committee 6

Risk Committee 7

Number of meetings held

31

21 8

7

3

4

3

Number of members who missed no meetings

13

9

9

4

5

6

Number of members who missed one meeting

5

1

0

0

0

0

Number of members who missed two or more meetings

1

0

0

1

0

0

Meeting attendance, in %

95

99

100

77

100

100

1 Various members of the Board of Directors also attend other meetings that are not included in the above table: 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 had twelve members from 1 January to 8 March; eleven members from 8 March to 16 June; seven members from 16 June to 10 November, and nine members from 10 November to 31 December. On 8 March a member of the Board of Directors resigned. At the Delegate Meeting on 16 June, six members of the Board of Directors resigned or did not stand for re-election. Two new members joined the Board of Directors. At the Extraordinary Delegate Meeting on 10 November, three members resigned from the Board of Directors and five new members joined the Board of Directors.

3 The Nomination and Remuneration Committee had four members from 1 January to 16 June and from 10 November to 31 December. The Committee had three members from 16 June to 10 November.

4 The Strategy and Finance Committee was composed of four members throughout the year.

5 The Audit and Risk Committee had five members from 1 January to 8 March and four members from 8 March to 16 June. On 16 June, the Committee was divided into a separate Audit Committee and Risk Committee (pursuant to FINMA Circular 2017/1, paras. 31–33).

6 The Audit Committee was created as a result of the division of the Audit and Risk Committee. The Audit Committee had three members from 16 June to 10 November and four members from 10 November to 31 December.

7 The Risk Committee was created as a result of the division of the Audit and Risk Committee. The Risk Committee had three members from 16 June to 10 November and four members from 10 November to 31 December.

8 In addition to the 21 meetings, 11 meetings were held in the course of recruitment for the Board of Directors and revision of the remuneration model for the Board of Directors, each including a delegation from the regional unions.

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 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 the Chairman and members of the 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 auditor for the companies of the Raiffeisen Group
  • 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 2018. 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.

Committees of the Board of Directors

Strategy and Finance Committee

Duties

  • Addressing strategically relevant developments, opportunities and challenges in the environment and for the Raiffeisen Group on a regular and systematic basis.
  • Preparing strategic initiatives in the Board of Directors and supervising their realisation (responsible for content).
  • Providing the Board of Directors with strategic risk assessments. 
  • Arranging and supervising the form of strategy work of the Raiffeisen Group (responsibility for processes).
  • 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.
  • Dealing with tasks assigned by the Board of Directors and providing general support to the Board of Directors in performing its duties and responsibilities. 

Audit Committee

Duties

  • Monitoring and assessing the financial reporting and integrity of financial statements.
  • Approving the annually budgeted fee of the auditing firm and the audit of the Internal Auditing department and presenting the results to the Board of Directors.
  • Monitoring the work of the auditing firm and Internal Auditing, as well as cooperation between the two.
  • Analysing Raiffeisen Switzerland and the Group with regard to audit reports and ensuring that the objections contained therein are resolved and the recommendations are implemented.
  • Monitoring the resources, competences, independence and objectivity of the auditing firm and the Internal Auditing department and assessing their performance and cooperation and the remuneration of the auditing firm.
  • Preparing for the appointment of the Head of Internal Auditing and presenting the results to the Board of Directors.
  • Preparing for the election of the regulatory auditing firm and the auditor for the purposes of the Swiss Code of Obligations and presenting the results to the Board of Directors.
  • Application to the Board of Directors as to whether the annual accounts can be recommended for presentation to the Delegate Meeting.

Risk Committee

Duties

  • Assessing the framework concept for the Group-wide risk management at least once a year and arranging the necessary adjustments.
  • Monitoring and assessing the effectiveness and appropriateness of the internal control system.
  • Reviewing the annual risk policy and risk limits of Raiffeisen Switzerland and the Group and presenting the results to the Board of Directors.
  • Analysing the risk situation of Raiffeisen Switzerland and the Group. Handling in particular the reports issued by the Risk & Compliance department.
  • Evaluating compliance with statutory, regulatory and internal rules, as well as market standards and codes of practice.
  • Monitoring the implementation of risk strategies, particularly with regard to their compliance with the predefined risk tolerance and the risk limits according to the framework concept for the Group-wide risk management.
  • Should a limit stipulated by the Board of Directors be exceeded, deciding on measures to reduce the risk and/or approve a temporary breach. 

Nomination and Remuneration Committee

Duties

  • Analysing trends and developments on the labour market.
  • Ensuring strategically oriented leadership development and succession planning.
  • Review of the planning and measures for the retention and promotion of staff.
  • 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 Members of the Board of Directors, the Executive Board and employees trading for their own accounts.
  • Granting and monitoring loans to members of executive bodies and to these related parties within the scope of the regulations governing authority levels.
  • Preparing for elections and presenting the results to the Board of Directors.

Independent investigation

Raiffeisen Switzerland launched an independent investigation led by Prof. Dr Bruno Gehrig in April 2018. He was assisted by teams from two law firms, Homburger and Tethnong Blattner. The investigation looked at equity investments that Raiffeisen Switzerland and its subsidiaries had made since 2005 under the leadership of Dr Pierin Vincenz. It focused on whether there had been any irregularities during the acquisition of equity investments by Raiffeisen Switzerland or its subsidiaries since 2005.

Raiffeisen published Gehrig's report on 22 January 2019. The report states that Prof. Dr Bruno Gehrig identified no clear and convincing evidence of criminal conduct by Dr Pierin Vincenz from the information available on the investigated equity investments. Nor did Prof. Dr Bruno Gehrig find any proof that other former or current directors or officers had committed any crimes or personally enriched themselves. The independent investigation did not look at matters already being investigated by public prosecutors.

However, the report did identify serious deficiencies in the leadership of the Board of Directors and the Executive Board of Raiffeisen Switzerland during the implementation of the diversification strategy. From 2012 to 2015, Raiffeisen Switzerland set up new business areas worth more than CHF 1 billion through equity investments. While several equity investments were transacted with all due care, the initiation, negotiation and execution of other equity investments proved to be too much for the existing structures, processes and resources. According to the assessment of Prof. Dr Bruno Gehrig, the entire Raiffeisen Group suffered financial and particularly reputational damage as a result of a lack of leadership and oversight, organisational shortcomings and a person-centric culture.

Raiffeisen therefore initiated a comprehensive set of measures, which it announced on 22 January 2019 (raiff.ch/massnahmenpaket)

FINMA enforcement proceedings

On 12 June 2018, FINMA issued an order that concluded the enforcement proceedings against Raiffeisen Switzerland that it had initiated in October 2017. The conditions imposed by the order have been implemented or are in the process of being implemented and will be reviewed by a FINMA auditor. This process is supported by Raiffeisen Switzerland's Board of Directors.

Criminal proceedings against Dr Pierin Vincenz

Raiffeisen Switzerland has joined the proceedings against Dr Pierin Vincenz, the former Chairman of the Executive Board of Raiffeisen Switzerland, and other defendants, as a private complainant. No further information can be disclosed in this respect given that criminal proceedings are ongoing.

Whistleblower office for violations and misconduct

An independent whistleblower office was established at Raiffeisen Switzerland in the current year. The office, which supplements but does not replace the existing reporting channels, gives employees the ability to report violations and misconduct so that Raiffeisen Switzerland can identify and rectify these cases early on. Whistleblower reports are handled by a specialised law firm in order to ensure dialogue while protecting the whistleblower's confidentiality and anonymity.

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 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 inspection. In addition, Executive Board members participate in Board of Directors or committee meetings 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 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, the Risk Committee and to the Board of Directors.