9.3 Supervision of auditors

The Audit Committee verifies the qualifications, independence and state supervision of the statutory auditors on behalf of the Board of Directors. It also assesses the performance and remuneration of the auditors against criteria such as the competence and availability of the audit team, the audit process, and reporting and communication. The Audit Committee is responsible for enforcing the statutory term limit for the auditor-in-charge and for reviewing and issuing new invitations to tender for the audit mandate. It approves the integrated strategic audit plan, which includes the annual audit plan of both the internal and external auditors, as well as the fee for the auditing services provided to the Group and Group companies each year.

To ensure independence, the Audit Committee has set out principles for awarding additional services to the auditors, including a list of prohibited services. The Audit Committee must approve any additional service mandates subject to fees in excess of CHF 300,000. The Group CFO reports to the Audit Committee quarterly and the auditors annually on current mandates being performed by the auditors, broken down according to audit services and additional services, and on their independence.

The statutory auditors, represented by the auditor-in-charge and their deputy, usually attend all Audit Committee meetings. They inform the Committee about execution and results of their work, in particular the audit of the annual financial statements. They submit a written report each year to the Board of Directors and the Audit Committee on the audit of the annual financial statements, as well as their findings with regard to accounting and the internal control system. Once a year, the auditor-in-charge consults with the Audit Committee (without management involvement). Finally, the Chair of the Audit Committee liaises closely with the auditor-in-charge outside of Committee meetings and regularly reports to the Board of Directors.

Representatives of PwC, the statutory auditors, attended all meetings of the Audit Committee in 2025, as did the Head of Group Internal Audit. Neither the representatives of the statutory auditor nor the Head of Group Internal Audit attended meetings of the full Board of Directors in 2025.