Vontobel : Business and Organizational Regulations of Vontobel Holding AG

1/14 Business and Organizational Regulations of Vontobel Holding AG / April 2023

Business and Organizational Regulations of Vontobel Holding AG

General Information

Scope of Application	Vontobel: ☒
	Companies: Vontobel Holding AG
	Client Units / Centers of Excellence / Additional Units: ☐ AM ☐ DI	☐ WM
	☐ FR ☐ HR ☐ IN ☐ LC ☐ MA ☐ SST ☐ TS ☐ CD	☐ CC ☐ IA ☐ IR
Original Version	July 3, 2003
Current Version Effective	April 5, 2023
Policy Owner	Secretary to the Board of Directors
Policy Number	216
References	Articles of Association of Vontobel Holding AG
Languages	DE, EN
Signing Authority	Board of Directors of Vontobel Holding AG, FINMA

Content Information

The Business and Organizational Regulations of Vontobel Holding AG define the duties, powers and responsibilities of the Board of Directors, its Chairman and Vice-Chairman, the Committees of the Board of Directors, the Executive Committee and the CEO.

History

APPROVED	APPROVAL	REVISION
03/07/2003	BoD Vontobel Holding AG	Full revision
13/12/2005	BoD Vontobel Holding AG	1st partial revision
21/02/2006	Federal Banking Commission
01/03/2007 &	BoD Vontobel Holding AG	2nd partial revision
24/10/2007
22/01/2008	Federal Banking Commission
15/12/2010	BoD Vontobel Holding AG	3rd partial revision
07/01/2011	FINMA
14/12/2011 &	BoD Vontobel Holding AG	4th partial revision
24/04/2012
26/03/2012	FINMA
04/02/2014	BoD Vontobel Holding AG	Full revision
09/09/2014	FINMA
01/01/2016	BoD Vontobel Holding AG	Minor revision
	FINMA
18/04/2019	BoD Vontobel Holding AG	Minor revision
10/05/2019	FINMA
10/03/2021	FINMA	Full revision
23/03/2021	BoD Vontobel Holding AG
01/12/2022	BoD Vontobel Holding AG	Minor revision
19/12/2022	FINMA
05/04/2023	BoD Vontobel Holding AG	Minor revision
25/04/2023	FINMA

2/14 Business and Organizational Regulations of Vontobel Holding AG / April 2023

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Table of Contents

1.	Principles	3
2.	Board of Directors	3
	2.1	Composition	3
	2.2	Secretary	3
	2.3	Duties and Powers	3
	2.4	Meetings	4
	2.5	Resolutions	5
	2.6	Minutes	5
	2.7	Right to Obtain Information and Reporting	5
	2.8	Establishment of Committees	5
3.	Chairman of the Board of Directors	8
4.	Executive Committee	8
	4.1	Organizational Aspects	8
	4.2	Decision-making	8
	4.3	Duties and Powers	8
	4.4	Authority	9
	4.5	Reporting	9
	4.6	Chief Executive Officer (CEO)	9
	4.7	Client Units und Centers of Excellence	10
	4.8	Heads of Client Units and Heads of Centers of Excellence	11
	4.9	Management Forums / Global Executive Board	11
5.	Internal Audit	11
6.	General Provisions	12
	6.1	Regulations and Policies	12
	6.2	Signatory Powers	12
	6.3	Legal Transactions with Related Persons	12
	6.4	Conflicts of Interests	12
		6.4.1 Members of the Board of Directors	12
		6.4.2 Members of the Executive Committee	12
		6.4.3 All Other Employees of the Holding Company or a Subsidiary	12
	6.5	Confidentiality	12
	6.6	Age Limit	13
7.	Reservations under Applicable Law	13
8.	Final Provisions	13
Appendix 1: Vontobel subsidiaries (as of December 1, 2022)	14

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1. Principles

These Business and Organizational Regulations are issued by the Board of Directors in accordance with Art. 716b of the Swiss Code of Obligations and Art. 23 of the Articles of Association. They define the duties, powers and responsibilities of the Board of Directors, its Chairman and Vice-Chairman, the Committees of the Board of Directors, the Executive Committee and the CEO.

Vontobel Holding AG (referred to hereinafter as 'the holding company') is the Group parent company of the Vontobel Group (referred to hereinafter as 'Vontobel'). In this capacity, it performs strategic, financing and management functions not only for itself but also for all the companies in which it has a controlling interest (re- ferred to hereinafter as 'subsidiaries') and it defines principles and organizational structures to facilitate the efficient and coordinated management of Vontobel and the control of its subsidiaries. The subsidiaries comprise all of the companies listed in Appendix 1; the Board of Directors shall periodically update this list.

The Board of Directors defines the principal decision- making powers in (separate) 'Approval Authorities'. These Business and Organizational Regulations and the 'Approval Authorities' follow the principles of flat hierarchies and of management through the delegation of responsibility and entrepreneurial freedom to individuals.

As a globally active company with Swiss roots, Vontobel specializes in wealth and asset management for private and institutional clients. These services are provided by the subsidiaries of the holding company that are listed in Appendix 1 within the scope of the applicable authoriza- tions.

2. Board of Directors

2.1 Composition

The Chairman and members of the Board of Directors shall be elected by the General Meeting of Sharehold- ers. The members of the Compensation Committee shall be elected by the General Meeting of Shareholders from among the members of the Board of Directors. In all other areas, the Board of Directors shall be self-con- stituting.

2.2 Secretary

The Chairman of the Board of Directors shall nominate a Secretary, who need not be a shareholder or a member of the Board of Directors.

2.3 Duties and Powers

The Board of Directors of the holding company shall be responsible for the overall direction of Vontobel and shall exercise supervision and control over the operational management team unless prescribed otherwise by legislation, the Articles of Association or these Business and Organizational Regulations.

In particular, it shall discharge the following duties and shall have the following powers:

1. Overall direction of the holding company and of Von- tobel and issuing of the necessary directives - partic- ularly through the approval and periodic revision of the Mission Statement and the strategy for the hold- ing company and for Vontobel;
2. Defining the organizational structure of the holding company and of Vontobel (including the creation/ discontinuation or restructuring of Client Units and Centers of Excellence), and issuing and amending these Business and Organizational Regulations and the 'Approval Authorities';
3. Determining the principles for accounting, financial control (internal control system (ICS) in the area of fi- nancial reporting) and financial planning for the hold- ing company and for Vontobel to the extent that this is required for the management of the company. This shall include the approval of the annual budget, an- nual targets, capital planning including refinancing planning, and medium-term planning as the multi- year income and capital expenditure planning for various scenarios regarding the operating environ- ment. This shall also include the approval of the combined Group-wide stress test results and measures to ensure that risk exposures and risk capacity are adequately aligned as part of capital planning;
4. Appointing or removing the CEO, the other members of the Executive Committee and the Head of Internal Audit, as well as approving the appointment of the Heads of Client Units and Centers of Excellence and Global Executives by the CEO; the Board of Directors shall base its decisions on the recommendations of the Nomination and Compensation Committee (NCC) when discharging this duty;
5. Overall supervision and control of individuals with re- sponsibility for the conduct of business - particularly to ensure compliance with legislation and regulatory requirements, as well as with the Articles of Associa- tion, regulations and policies of the holding company and of Vontobel;
6. Reporting to shareholders and, in particular, produc- ing the Annual Report and the Compensation Report;
7. Preparing for the General Meeting of Shareholders and implementing the motions approved by share- holders;
8. Issuing, regularly reviewing and monitoring compli- ance with the institution-wide Risk Management Framework (including the ICS in the area of finan- cial reporting as well as the ICS beyond financial re- porting), the regulations governing structured prod- ucts, treasury, lending to professional counterparties, lending to private and institutional cli- ents, operational risks, management transactions and ad hoc publicity, as well as regulations govern-

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ing Group compliance, internal audit and consolidated supervision. The Board of Directors shall be assisted by the Risk and Audit Committee (RAC) when discharging this duty. The Board of Directors may issue further regulations;

1. Receiving consolidated risk reports;
2. Issuing a human resources strategy for Vontobel at the request of the CEO; the Board of Directors shall take account of the recommendations of the Nomi- nation and Compensation Committee (NCC) when discharging this duty;
3. Appointing or removing individuals entrusted with representing the holding company (and particularly the conduct of business) and determining their signa- tory powers. The principle of joint signatory powers (dual authorization) shall apply;
4. Monitoring and evaluating Internal Audit and periodi- cally ensuring that it has the appropriate resources and expertise as well as the necessary independ- ence and objectivity to conduct its audit function within the institution. Further details are defined in the regulations governing internal audit; the Risk and Au- dit Committee (RAC) shall assist the Board of Direc- tors in discharging this duty;
5. Selecting the statutory auditors and proposing the motion for the election of the statutory auditors to the General Meeting of Shareholders; receiving the risk analysis, planning and reporting produced by the au- dit firm as well as its periodic review; the Risk and Audit Committee (RAC) shall assist the Board of Di- rectors in discharging this duty;
6. Deciding on strategic initiatives in the area of in- formation technology (IT);
7. Notifying the courts and FINMA in the event of overindebtedness;
8. Drawing up a capital increase report and imple- menting the corresponding amendments to the Articles of Association (Art. 652g of the Swiss Code of Obligations);
9. Appointing an interim Chairman of the Board of Directors, interim members of the Compensation Committee and the independent proxy ad interim for the period ending at the conclusion of the next Ordinary General Meeting of Shareholders if the post of Chairman of the Board of Directors, of members of the Compensation Committee or of the independent proxy become vacant in the course of the year;
10. Purchase or sale of real estate by the holding company and the subsidiaries in the amount of CHF 5 million or more if not included in the budget or in the amount of CHF 10 million or more if included in the budget;
11. Each investment also made by the subsidiaries in the amount of CHF 10 million or more;

1. Approving the following transactions:
2. 1. Acquisition or disposal of participations by the holding company and the subsidiaries;
   2. Establishment or dissolution of subsidiaries as well as any branch offices and repre- sentative offices of subsidiaries of any kind;
   3. Raising of loans by the holding company and the subsidiaries;
   4. Issuing or authorization of secured and un- secured loans, bonds or guarantees by the subsidiaries, where this duty falls within the remit of the Board of Directors of the hold- ing company according to the lending regu- lations;
   5. Approval of decisions by the Executive Committee relating to new products, busi- ness activities or markets, as well as out- sourcing, if they have a significant impact on Vontobel's business policy or risk pro- file;
   6. Initiation of legal proceedings or filing of ap- peals, conclusion of composition agree- ments, settlement or recognition of lawsuits where the value in dispute exceeds CHF 10 million;
   7. Appointment of members of the Board of Di- rectors of Bank Vontobel AG, Zurich; the Chairman and the other members of the Board of Directors of Vontobel Holding AG are permitted to occupy a seat on the bank's most senior body;
   8. Conclusion or termination of strategically im- portant cooperation agreements and ap- proval of important strategic projects;
   9. Approval of external mandates held by mem- bers of the Executive Committee;
   10. Approval of (i) the promotion of employees to the rank of Managing Director in all Vontobel companies, and (ii) the promotion of the Head of Internal Audit;
   11. Approval of gestures of goodwill (accommo- dating measures without any legal obliga- tion) and receiving reports on cases involv- ing losses (out-of-court proceedings) exceeding CHF 1,000,000.
3. Annual evaluation of the achievement of the Board of Directors' objectives and of its working practices.
4. Other matters which, by law or according to the Articles of Association or the Business and Or- ganizational Regulations, fall exclusively within the remit of the Board of Directors.

2.4 Meetings

The Board of Directors shall meet at the invitation of its Chairman or of the Secretary, acting on behalf of the Chairman, as often as required for business purposes but at least four times a year.

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Each member may ask the Chairman to immediately convene a meeting of the Board of Directors; this request must be submitted in writing and must set out the relevant reasons.

Meetings shall be convened in writing at least five days in advance. The written notification shall include details of the business to be transacted. In urgent cases, the Chairman may call a meeting by providing notification in writing or in another appropriate form without observing the five-day notice period.

Meetings of the Board of Directors shall be presided over by the Chairman or - in his absence - by the Vice- Chairman.

Unless the Chairman of the Board of Directors decides otherwise, the CEO and the Head of the Finance & Risk Center of Excellence (CFO/CRO) shall attend the meetings of the Board of Directors in an advisory capacity. The Chairman shall determine which other participants may attend a meeting of the Board of Directors. The CEO shall be entitled to make recommendations regarding other participants.

In exceptional cases, a meeting of the Board of Directors may be conducted by telephone, video conference or via a similar communication channel. In such cases, the participating members shall be deemed to be pre- sent.

2.5 Resolutions

The Board of Directors shall constitute a quorum when the absolute majority of its serving members is present (with the exception of members who abstain).

A quorum is not required in order for the Board of Directors to pass a resolution on a capital increase report or for resolutions that have to be officially authenticated.

Board resolutions and appointments shall be decided by the absolute majority of the members present. In the event of a tied vote, the chairman of the meeting shall cast the deciding vote.

Resolutions may also be passed by circular letter, which may involve the use of electronic tools, provided no member calls for a verbal consultation on the matter. This procedure may only be used for routine matters, matters that have already been discussed in detail by the Board of Directors, and urgent issues that cannot wait until the next meeting of the Board of Directors.

2.6 Minutes

Minutes shall be kept of the business transacted during the meeting, as well as resolutions passed and appointments made by the Board of Directors. The minutes shall be signed by the chairman of the meeting and the Secretary to the Board of Directors.

Decisions reached by circular letter shall be confirmed at the next meeting of the Board of Directors and then included in the minutes. The minutes shall be distributed to all the members of the Board of Directors, stored in

the central archives of the holding company and classified as 'CONFIDENTIAL'. All other participants who attended the meeting shall receive extracts of the minutes concerning topics that were discussed in their presence.

2.7 Right to Obtain Information and Reporting

Each member of the Board of Directors shall be entitled to request information on any matters relating to the holding company or Vontobel from other members of the Board of Directors or the CEO at meetings of the Board of Directors.

Any member of the Board of Directors may submit a request for information about Vontobel's performance to the CEO outside a meeting of the Board of Directors. Subject to approval by the Chairman of the Board of Directors, the member of the Board of Directors may obtain information about specific business incidents and/or inspect business records.

2.8 Establishment of Committees

If the Board of Directors comprises a minimum of five members, it may delegate part of its duties to commit- tees. The duties of ad hoc committees shall be defined by the Board of Directors at the point in time when the committees are established.

The following standing committees have been es- tablished:

Risk and Audit Committee (RAC);

Nomination and Compensation Committee (NCC), (which also performs the duties of the Compensation Committee);

Investment Oversight Committee (IOC).

Their duties and powers are defined as follows:

Nomination and Compensation Committee (NCC):

The NCC shall be composed of the members of the Compensation Committee elected by the General Meeting of Shareholders in accordance with the Articles of Association and it shall comprise at least three non-executive members.

The General Meeting of Shareholders shall elect the members of the NCC from among the members of the Board of Directors, each for a term of one year ending at the conclusion of the next Ordinary General Meeting of Shareholders. The members of the Compensation Committee (and consequently also the members of the NCC) shall be individually elected by the General Meeting of Shareholders. They may be re-elected. The Chairman of the NCC shall be appointed by the Board of Directors.

If one or more members of the NCC step(s) down or if the Compensation Committee is not complete, the Board of Directors may make temporary appointments to the committee from among its own members for the period ending at the conclusion of the next General Meeting of Shareholders.