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4.5 Election and term of office

Under the terms of the Articles of In­cor­po­ra­tion, the Board of Directors comprises between seven and nine members and, if necessary, the number can be increased tem­porar­ily. Under the Articles of In­cor­po­ra­tion of Swisscom Ltd, the Swiss Con­fed­er­a­tion is entitled to appoint two rep­re­sen­ta­tives to the Board of Directors of Swisscom Ltd. At present, only one rep­re­sen­ta­tive is appointed. Under the terms of the Telecom­mu­ni­ca­tions Enterprise Act (TEA), employees must be granted ap­pro­pri­ate representation on the Board of Directors of Swisscom Ltd. The Articles of In­cor­po­ra­tion also stipulate that the Board of Directors is to include two employee rep­re­sen­ta­tives and that employees are entitled to make proposals for their employee rep­re­sen­ta­tives. Alain Carrupt was nominated as employee rep­re­sen­ta­tive by the syndicom trade union and Sandra Lathion-Zweifel was nominated as employee rep­re­sen­ta­tive by the transfair staff association. The employee rep­re­sen­ta­tives are elected by the shareholders at the Annual General Meeting upon a motion proposed by the Board of Directors, the same as the other members of the Board of Directors are, with the exception of the rep­re­sen­ta­tive of the Swiss Con­fed­er­a­tion, who is appointed by the Federal Council.

The Annual General Meeting elects the members and the Chairman of the Board of Directors as well as the members of the Com­pen­sa­tion Committee individually for a term of one year. The term of office runs until the conclusion of the following Annual General Meeting. Re-election is permitted. If the office of the Chairman is vacant or the number of members of the Com­pen­sa­tion Committee falls below the minimum number of three members, the Board of Directors nominates a chairman from among its members or appoints the missing member(s) of the Com­pen­sa­tion Committee to serve until the conclusion of the next Annual General Meeting. Otherwise, the Board of Directors constitutes itself. The maximum term of office for members elected by the Annual General Meeting, as a rule, is a total of twelve years. This flexible arrangement makes it possible for shareholders to extend the maximum term of office in exceptional cases if special circumstances exist. Members who reach the age of 70 retire from the Board as of the date of the next Annual General Meeting. The maximum term of office and age limit for the rep­re­sen­ta­tive of the Swiss Con­fed­er­a­tion are determined by the Federal Council.