4.5 Election and term of office

Under the Articles of Incorporation, the Board of Directors comprises between seven and nine members, but can also be increased temporarily, if necessary, while the Swiss Confederation is entitled to appoint two representatives to the Board of Directors. At present, there is one appointed representative. The TEA states that employees must have appropriate representation on the Board of Directors of Swisscom Ltd, while the Articles of Incorporation further stipulate that the Board of Directors must include two employee representatives. Employees are entitled to make proposals to the Board of Directors for the nomination of the employee representatives. Employee representatives Daniel Münger and Sandra Lathion-Zweifel were nominated by the syndicom trade union and transfair staff association, respectively. The employee representatives are proposed by the Board of Directors and elected by the Annual General Meeting, as are the other members of the Board 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 Chair 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 expires at the conclusion of the following Annual General Meeting, with re-election permitted. If no Chair is appointed, the Board of Directors nominates a Chair from among its members. Similarly, if the Compensation Committee falls below the minimum of three members, the Board appoints one or more additional members to the Compensation Committee to serve until the conclusion of the next Annual General Meeting. In all other respects, the Board of Directors constitutes itself.

Flexible arrangements allow shareholders to extend the maximum term of office in exceptional cases, although members are required to retire from the Board of Directors at the age of 70. The maximum term of office and age limit for the representative of the Swiss Confederation are determined by the Federal Council.