Responsibilities and Organizational Rules
Areas of responsibility
The division of responsibilities between the Board of Directors and the Executive Committee is set out in detail in the company’s Organizational Rules. The Organizational Rules may be found at www.holcim.com/corporate_governance.
The Organizational Rules entered into force on May 24, 2002, and according to the Organizational Rules shall be reviewed at least every two years and amended as required. They were last reviewed in 2014.
The Organizational Rules were issued by the Board of Directors of Holcim Ltd in accordance with the terms of Art. 716b of the Swiss Code of Obligations and Art. 19 of the company’s Articles of Incorporation. They stipulate the organizational structure of the Board of Directors and the Executive Committee and govern the tasks and powers conferred on the company’s executive bodies. They regulate the convocation, execution, and number of meetings to be held by the Board of Directors and the Executive Committee as well as the tasks and competences of the company’s bodies. The Organizational Rules set out the tasks and responsibilities of the Chairman of the Board of Directors and the CEO. In the event that the Chairman of the Board of Directors is not independent, the Organizational Rules provide for the election of an Independent Lead Director.
The Board of Directors also has the power to establish expert committees and, if required, ad-hoc committees for special tasks. The Board of Directors can delegate special tasks or tasks related to specific functions to a Deputy Chairman on a temporary or permanent basis.
As part of its non-transferable statutory responsibilities, the Board of Directors defines the corporate strategy, approves the consolidated Group budget, the quarterly consolidated financial statements (with the exception of the report of the first quarter of the year, which is to be adopted and released by the Audit Committee), and the Annual Report for submission to the Annual General Meeting.
The Executive Committee is responsible for operational management, preparing a large part of the business of the Board of Directors – including corporate strategy proposals – and executing the latter’s resolutions. The Executive Committee issues directives and recommendations with Group-wide significance in its own authority and is also responsible for electing and dismissing Area Managers, Function Heads and CEOs of Group companies, as well as for the nomination of the members of the Board of Directors and supervisory bodies of the Group companies.
Within the framework of mid term plan approval, the Board of Directors defines limits for investments and financing. Within these limits, the Executive Committee decides on financing transactions and on one-off investments and divestments for amounts up to CHF 200 million. Amounts beyond this are subject to approval by the Board of Directors. The Board of Directors is regularly informed about important transactions within the authority of the Executive Committee.
The members of the Executive Committee may delegate their tasks in relation to their geographical areas of responsibility to Area Managers.
The CEO assesses the performance of the members of the Executive Committee and, after advice and assessment by the Nomination & Compensation Committee, determines their respective objectives.
The Executive Committee oversees Business Risk Management following appraisal by the Audit Committee. The Board of Directors is informed annually about the risk situation.
In case of a direct conflict of interest, the Organizational Rules require each member of the corporate body concerned to stand aside voluntarily prior to any discussion of the matter in question. Members of the corporate bodies are required to treat all information and documentation which they may obtain or view in the context of their activities on these bodies as confidential, and not to make such information available to third parties.
All individuals vested with the powers to represent the company have only joint signatory power at two.