Annual Report 2005/06 THE WORLD OF SOUND - Sonova

Left to right: Robert F. Spoerry, Dr. h.c. Daniel Borel, Andy Rihs, Dr. Michael Jacobi, Heliane Canepa, William D. DearstyneAudit CommitteeCurrent members of the Audit Committee are Dr. MichaelJacobi (Chairman), Heliane Canepa, and William D. Dearstyne.Within the context of its overall remit, the Audit Committeereviews on behalf of the Board of Directors the work andeffectiveness of the external and internal audit, evaluates thefinancial control, the financial structure and risk managementmechanisms of the company, and reviews the interim and annualfinancial accounts of the Group. The Audit Committee alsosupervises audits to be completed by the internal audit departmentand reviews the results of these audits.The Audit Committee meets at least twice a year, but asoften as required. In the reporting period, the Committee metfour times.Nomination and Compensation CommitteeDuring the reporting period, the Nomination Committeeand the Compensation Committee were merged into a singlecommittee. This merger simplifies and optimizes the organizationalstructure and ensures more efficient deployment ofhuman resources.Current members of the new Nomination and CompensationCommittee are Andy Rihs (Chairman), Dr. h.c. Daniel Borel, andRobert F. Spoerry, all former members of the CompensationCommittee.The primary task of this Committee is to review and proposeto the Board of Directors the compensation structure andamount for the Board of Directors and the members of theManagement Board, and to select and propose to the Boardof Directors suitable candidates for election to the Boardof Directors and for appointment to the Management Board.The Committee submits the relevant proposals and nominationsto the Board of Directors.The Committee meets as often as required. In the reportingperiod, the Committee met three times.Attendance at Board of Directors and committee meetingsThe following overview shows the individual Board members’attendance at Board of Directors and committee meetings.A B CNumber of meetings 2005/06 6 4 3Andy Rihs 6 - 3William D. Dearstyne 6 4 -Dr. h.c. Daniel Borel 5 - 3Heliane Canepa 6 4 -Dr. Michael Jacobi 4 4 -Robert F. Spoerry 6 - 3A Board of DirectorsB Audit CommitteeC Nomination and Compensation CommitteeCorporate Governance23