CS » Topics » V SPECIAL PROVISIONS

This excerpt taken from the CS 20-F filed Mar 31, 2006.

V   SPECIAL PROVISIONS

 

19   Conflicts of Interest
     
19.1   The members of the BoD and the GxB shall disclose any personal interests, or those of a closely related person or company, that they might have in a particular decision and shall abstain from participating in any decisions involving those interests. The representatives of legal entities, as defined in Art. 707, Para. 3 SCO, shall be exempt from such voting restrictions.
     
20   Titles, Signing Authorities and Powers of Attorney
     
20.1   Corporate Titles of CSG and Signing Authority on behalf of CSG
     
20.1.1   The BoD appoints the GCEO and the members of the GxB and grants them full global signing authority exercisable jointly by two.
     
20.1.2   The GxB appoints the MDR, MDA, DIR, VP and AVP.
     
20.1.3   The granting of full signing authority exercisable jointly by two to MDR, MDA, DIR and VP and joint power of procuration (i.e. Prokura according to Art. 458ff of SCO) to AVP requires approval by the BoD.
     
20.1.4   The BoD may grant limited signing authority exercisable jointly by two in the form of a commercial mandate (i.e. Handlungsvollmacht according to Art. 462 SCO) to employees without a corporate title.
     
20.2   Functional Titles
   
  The CS guidelines as to the functional titles used within CS shall be applicable in analogy to CSG.
     
20.3   Powers of Attorney
     
20.3.1   Powers of Attorney may be granted as set forth below to third parties, who may also be employees of CSG, authorizing such third parties to individually or jointly execute documents or take other actions in connection with actions and transactions approved consistent with the OGR.
     
20.3.2   The members of the GxB are authorized, jointly by two, to grant Powers of Attorney or to designate certain employees with a corporate title of Vice President or higher to be authorized to grant jointly by two Powers of Attorney on behalf of CSG.
     
21   Meetings and Minutes
     
21.1   Meetings of the BoD and its Committees
     
21.1.1   The BoD shall hold at least six ordinary meetings per year. The frequency of the meetings of the committees of the BoD shall be defined in the charter of the respective committee.
     
21.1.2   Extraordinary meetings of the BoD and its committees shall be held upon request by the chairman of the respective body or any other member of the BoD. Reasons for such request must be given.

 

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