Annual Report 2023

8 Auditors

8.1 Duration of the mandate and term of office of the chief auditor

After the Board of Directors issued a new invitation to tender for the external auditors' mandate in 2022, PricewaterhouseCoopers, Zurich, was selected as the new external auditor for the 2023 financial year at the Annual General Meeting held on April 25, 2023. The chief auditor is Blazenka Kovács.

Previously, the external auditors' mandate had been carried out by KPMG AG in Zurich, since 1939.

8.2 Auditing fee

The auditing company PricewaterhouseCoopers charged the following fees for the reporting year:

8.3 Information tools pertaining to the external auditors

The Audit Committee, which was established by the Board of Directors to deal with financial and auditing matters, assesses the efficacy, performance, fees, and independence of the auditors, and reports to the Board of Directors on these matters on an annual basis. This assessment by the Audit Committee, in particular also regarding the quality of the auditing, is made during a discussion conducted following the presentation by the external auditors concerning the interim audit and the audit of the Annual Financial Statements. Without due cause, the Board of Directors does not carry out any further assessment.

When relevant to the subject matter, the auditors are invited to the meetings of the Audit Committee. During the reporting year, they attended four out of five meetings. In particular, the Audit Committee and the external auditors deliberate the interim audit report, the Annual Financial Statements, the management letter, and the comprehensive report to the Board of Directors. The Chairman of the Audit Committee and the CFO inform the Board of Directors of the external auditors’ reports, of their own assessment of the issues raised, and the measures taken. Together with the auditors, the Audit Committee establishes the key points of the audit for the attention of the Board of Directors.

The CFO prepares the matters in collaboration with the external auditors for deliberation by the Audit Committee and approval by the Board of Directors and he implements the recommended improvement measures.

With respect to non-audit services, attention is paid to ensuring that PricewaterhouseCoopers is not awarded any contracts that could lead to a conflict of interest with the audit mandate or to an impairment of its independence.

Please refer to Section 3.6 “Information and control tools vis-à-vis the Executive Committee” for further details regarding the information tools available to the internal auditors.

9 Information policy 7 Change of control and defensive measures