Corporate Governance

Board of Directors

The board of directors of Zug Estates Holding AG comprises Dr. Beat Schwab (chairman), Prof. Annelies Häcki Buhofer, Armin Meier, Johannes Stöckli and Martin Wipfli. The members of the board of directors are elected for a term of one year, i.e. until the 2019 ordinary general meeting of Zug Estates Holding AG.

Decisions are made by the entire board of directors with the assistance of the following two committees:

• Nomination and compensation committee: Armin Meier (chairman) and Martin Wipfli
• Audit committee: Martin Wipfli (chairman) and Annelies Häcki Buhofer

Group Management

The management team of Zug Estates Holding AG comprises Tobias Achermann (Chief Executive Officer) and Mirko Käppeli (Chief Financial Officer).

Auditors

Ernst & Young AG, Zug

Independent proxy

Blum & Partner AG, Zug

The Zug Estates Group attaches highest priority to compliance with its code of conduct. Each employee has a personal responsibility to conduct him- or herself with credibility and integrity. In particular, the code of conduct prescribes:

• Compliance with laws, rules and regulations: All employees shall comply with the laws, regulations and internal rules in force.
• Independence: Each employee shall form his or her own judgment, act on the basis of his or her own assessment and disregard the influence of outside interests. Independence creates opportunities for appropriate, future-oriented solutions.
• No corruption or bribery: Employees shall resist all forms of bribery and corruption and avoid activities that could give rise to suspicions of bribery or corruption. The Zug Estates Group does not tolerate any form of bribery, in particular the taking or offering of unlawful financial or other advantages. The acceptance of gifts is permitted, provided that their value does not exceed that of a normal gratuity or a total value of CHF 400 per year per gifting party. Acceptance of gratuities in excess of this value must be authorized by the responsible member of the board of directors.
• Impartiality and fairness: Employees shall treat each other and third parties with respect, fairness and consideration.
• Respecting and safeguarding people's rights and dignity: The Zug Estates Group supports adherence to and enforcement of laws and regulations to protect employees, minors and the needy. Discrimination, abuse and exploitation in any form shall not be tolerated.
• Respect for and protection of property: Employees shall respect and protect the material and intellectual property of the Zug Estates Group. They shall also respect and protect the property rights of third parties.
• Confidentiality: Employees shall not disclose any confidential information or business secrets. In this respect they shall protect the legitimate interests of the Zug Estates Group and third parties. They shall not use confidential information for unlawful purposes; in particular they shall not take advantage of insider information or make such information available to third parties.
• Avoiding conflicts of interest: Employees shall avoid situations that may give rise to real, potential or apparent conflicts between their interests and those of the Zug Estates Group. Conflicts of interest must be disclosed as soon as possible to the responsible superior or to the responsible decision-maker in the Zug Estates Group so that an appropriate solution can be found. Decisions regarding conflicts of interest have to be accepted and implemented.
• Protection of natural resources: In the course of their work, employees shall strive to protect natural resources and to ensure that the potential negative impact of internal operations on the environment is reduced as far as possible through saving resources and energy, avoiding and reducing waste and hazardous materials, and recycling. Employees shall take ecological and social as well as economic criteria into consideration when procuring suppliers, materials and external services.

This code of conduct applies to all the members of the boards of directors and management boards and to the employees of all Group companies. The management boards of the subsidiaries shall ensure that all employees familiarize themselves with this code of conduct.