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Board of Directors

About Schaffner

Quality and Environment

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The Board of Directors of Schaffner Holding AG is responsible for determining the Group's strategy. It reviews the Companys underlying plans and objectives and identifies internal and external risks and opportunities. The tasks of the Board of Directors of Schaffner Holding AG and the division of powers between the Board and the Group Management are defined in the Swiss Code of Obligations, the Company's articles of association and the organization regulations. The organization regulations are reviewed annually and amended if required.

The Board of Directors has a quorum when the majority of its members participates in spoken discussions and votes. Its decisions are passed by a simple majority vote. If the vote is tied, the Chairman casts the deciding vote. The Board is authorized to pass decisions in connection with capital increases regardless of the number of members present. The Board may also pass decisions regarding proposals submitted to it by written vote insofar as no member requests a spoken discussion. In this case, the decision is passed if it is supported by the majority of all Board members.

The Board of Directors holds a half-day meeting at least four times a year and generally convenes for a closed session once a year. It undertakes to ensure that all members are mutually and comprehensively informed at all times.

The Board of Directors met five times in fiscal 2006/2007. All members of the Board were present at all of the five meetings. The Audit Committee met twice and the Compensation Committee once. The Chief Financial Officer attended all of the meetings of the board of Directors and of the Audit Committee.

Members
The Board of Directors of Schaffner Holding AG is primarily composed of independent, external members. It's membership is as follows:

	since	elected until
Leo Steiner, Chairman	2002	2010
Hans Hess	2006	2010
Peter E. Rued	1998	2010
Robert F. Spoerry	1998	2010
Markus Zenhaeusern	2008	2012

Secretary of the Board: Kurt Ledermann

Cross-directorships
There are no cross-directorships with any other company.

Election and term of office
The members of the Board of Directors are elected by the Annual General Meeting of Shareholders for a term of four years. Members may offer themselves for re-election. The statutory maximum age is 70. The Board of Directors constitutes itself. It appoints a Chairman and a Secretary, who does not have to be a member of the Board.

Committees
The Board of Directors of Schaffner Holding AG is supported by the committees detailed below. The latter are primarily tasked with providing specialist input to form the basis of the decisions passedy by the Board. The committees are made up exclusively of non-executive directors. They meet as often as necessary and inform the Board as to their findings and proposals at the normal Board meetings. They may also inform the Chairman or Chief Executive Officer at any time in cases of urgency. Outside the normal Board meetings, the directors who sit on the committees also work directly with the Group Management. The term of office of committee members normally coincides with the four-year term of their director's mandate. If required, however, new committees can be created or existing ones reorganized or disbanded.

Audit Committee
	Members	Peter E. Rued Markus Zenhaeusern Hans Hess

	Chairman: Markus Zenhaeusern The Audit Committee asists the Group Management in dealing with financial matters. In particular, it provides the Board with expert opinions on the following Group Management responsibilities: accuracy and clarity of Group accounts, the financial part of the annual budget, the annual consolidated financial statements, and other major tasks assigned to the finance department. The Audit Committee takes receipt of the reports submitted by the statutory and group auditors on behalf of the Board and presents them to the Board for approval and opinions.

Compensation Committee
	Members	Leo Steiner Robert F. Spoerry

	Chairman: Leo Steiner The Compensation Committee has the following responsibilities: At the start of each term of office, it submits proposals to the Board concerning the nature and amount of annual directors' fees. It also submits proposals concerning the remuneration of each individual member of the Group Management to the Board for approval on an annual basis. It defines the incentive programs. The Compensation Committee also examines the following on behalf of the Board: Applications for the promotion of employees to the Group Management. Applications for the recruitment or dismissal of Group Management members. When a new member is to be recruited, members of the Compensation Committee take part in the process of assessing candidates.

Division of powers
Within the scope of the applicable legal and statutory provisions, the Board of Directors has delegated the operational management of the Schaffner Group to the Group Management, which is chaired by the Chief Executive Officer. The Group Management is responsible for implementing group policies in line with the guidelines set out by the Board of Directors. Its tasks and powers are defined in the organization regulations.

Group Management information and controlling instruments
The Group Management provides the Board with a written report on Schaffner's business every month. Reports include details of the individual accounts of all Group companies, which are shown consolidated in the balance sheet and the income and cash flow statements. Results are compared against the prior year and budgeted figures. The Board discusses the monthly reports at its meetings. The Chief Executive Officer and the Chief Financial Officer take part in all meetings.

The Group Management carries out an annual risk estimation on behalf of the Board of Directors. General risks and the overall balance sheet positions are analyzed and evaluated. Controlling points and processes are defined based on the risk estimation. These are executed by the management responsible for the process. The Board of Directors monitors corporate risk estimation and checks the risk management processes.

Principles and organization of management

The Group Management is headed by the Chief Executive Officer and also includes the Chief Financial Officer and seven Vice Presidents for the following units – Research & Development, Sales Europe, Manufacturing, Business Development Asia, Supply Chain Management, Human Resources Management and Marketing. The Group Management is responsible for executing the business policy in line with the requirements laid down by the Board of Directors, and in particular for achieving annual targets and implementing medium and long-term goals. It is also responsible for process planning, controlling and applying group-wide standards.

The Chief Executive Officer formulates the group strategy for the attention of the Board of Directors and is responsible for the implementation of this strategy. He sets the targets for all areas of the Group.

The Chief Financial Officer defines the framework for all strategic and operational controlling activities, takes care of the Group’s financing, optimizes its financing and tax structure, and supports the Managing Director and the Division Heads in all financial matters.

The Vice Presidents are responsible for achieving the targets set for their areas of authority. This includes in particular achieving a leading position in selected market segments and fostering continuous innovation in order to remain competitive in those segments.