Fundamental decisions taken on corporate governance

At its recent meeting on 26 October 2009, the Board of Directors of Swiss Post took fundamental decisions regarding the future structure of its corporate governance. It did this in the knowledge that corporate governance is just as important for an organization established under public law with a basic service mandate as for a public limited company. The resolutions will enable the Board of Directors to achieve greater alignment of the respective responsibilities, competencies and processes of the Board of Directors and Executive Management to the recommendations of the Swiss Code of Best Practice for Corporate Governance. These decisions followed several months of analysis, considerations and fine-tuning. A working group set up by the Board of Directors headed by Marco Durrer and Dominique Freymond, both members of the Board, collaborated with representatives of the owner (the Confederation), Executive Management and external specialists to assess current corporate governance and identify where there was a need for amendments. Division of tasks clarified

With these fundamental decisions taken by the Board of Directors, the respective strategic and operating responsibilities of the Board of Directors and Executive Managers have also been clarified. Cooperation between the two bodies will be more intensive, and responsibilities will be clearly defined in accordance with the rules on checks and balances from best practice. The responsibilities of the Board of Directors for structuring the strategic process also entail a greater commitment. In particular, a quarterly strategic process meeting cycle is in line with the corporate governance process currently favoured by the Confederation. The process of drawing up and implementing the Group strategy will be subject to closer interaction between the Board of Directors and Executive Management. Four committees and possible working groups

In addition to regular meetings between the management bodies, the Board of Directors is planning changes to the structure and modus operandi. Moreover, in addition to the two existing committees Audit and Risk (AR) and Organization, Nomination and Remuneration (ONR), the Board of Directors plans to set up two more committees: Investment, Mergers, Acquisitions and Alliances (IMA) and a PostFinance committee (PF). The latter will support the transition of PostFinance into an autonomous public limited company, which is the customary legal status for an organization of this type in the sector. The Board of Directors will also put its responsibility into practice in the PF committee with regard to governance of the investment business (investment and risk policy) and monitoring of the financial unit's operational risks. The committees will serve primarily to achieve efficiency gains in processing current business at the level of the Board of Directors. Each committee will be headed by a Board member with specialist knowledge of the field in question: Rudolf W. Hug (AR), Dominique Freymond (ONR), Andreas Schläpfer (IMA), Marco Durrer (PF).

From now on, it will be possible to appoint two deputies to the Chairman to ensure the functioning of the Board of Directors if the Chairman is absent.

Ad-hoc working groups, with a clearly defined timeline and remit, can be set up by the Board of Directors to prepare decisions.

The current organizational regulations will have to be revised so that these changes can be implemented. Finally, Swiss Post's own Business and Responsibility Regulations will have to be adapted.