Election and term of office
Members of the Board of Directors are elected individually by the Annual General Meeting and normally for a term of four years. Each year the General Meeting of Shareholders will elect or re-elect around a quarter of the Board members. Particular emphasis is placed on entrepreneurial experience, relevant expertise or international ties when selecting Board members. The Board of Directors aims for a proper balance of competence and knowledge, taking into account the main operational focus of the Corporation, its international orientation and the accounting requirements of companies listed on the stock exchange.The term of office of newly elected members is determined at the time of election, with consideration given to the staggered renewal of the Board. Members whose terms expire may be reelected immediately. Members of the Board must resign their mandate at the Annual General Meeting following their 70th birthday.
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2010
At the 114th General Meeting of Shareholders on 24 March 2010, Andreas Koopmann was elected as a new member of the Board. Bruno Hug and Ulrich Graf were re-elected individually. Since Bruno Hug will reach the statutory age limit at the 2012 Annual General Meeting, he was re-elected for a term of only two years. Ulrich Graf and Andreas Koopmann were elected for four years. The Board of Directors, which in accordance with the Articles of Association consists of seven to ten members, has ten members.
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Internal organizational structure
The Board of Directors constitutes itself by electing a Chairman and a Vice Chairman from among its members on an annual basis. Members of the committees are elected in the same manner. The Board of Directors constituted itself the day of the Annual General Meeting,  18 March 2009, as follows: Martin Huber Chairman (hitherto) and Bruno Hug Vice Chairman (hitherto).
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Areas of responsibility
The members of the three standing Board Committees are listed on page 49 of the Annual Report 2010. The Board Committees provide preliminary advice to the Board of Directors and do not make any definitive decisions (except the Compensation Committee). They discuss the issues assigned to them and make proposals to the Board of Directors as a whole. The President and CEO attends the meetings of the Board Committees, but is not entitled to vote. Minutes of the committee meetings are sent to all members of the Board of Directors. The chairmen of the individual committees also make a verbal report at the next meeting of the Board of Directors and submit any proposals.
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Committees of the Board of Directors (updated March 24, 2011)

Work methods of the Board of Directors
Decisions are made by the Board of Directors as a body. Members of the Executive Committee also participate in Board meetings for agenda items relating to the company’s business. They are not entitled to vote, however. Only the Chief Executive Officer is present when personnel topics are dealt with. Invitations to Board meetings list all of the issues that the Board of Directors, a Board Committee or the CEO wish to discuss. All participants in a Board meeting receive written material on the proposals in advance. The Board of Directors meets at least four times a year under the leadership of its Chairman. During the year under review, it met seven times: the annual strategy meeting lasted two days, four meetings lasted half a day, and two lasted less. The three standing Board Committees held a total of 14 meetings, while two temporary Board Committees held four meetings. The appointments for the regular meetings are generally set well in advance in order that all members can attend personally. In 2009 the attendance rate was 100 percent. External consultants are called on for their services involving specific topics. Further information is provided in the section on the Board Committees.
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Evaluation
The Board of Directors reviews its performance and that of its members annually within the framework of a self-assessment. In the year under review, it assessed the work of the Board of Directors, the procedure and quality of the meetings and cooperation generally as well as succession planning for the Board of Directors. The Board of Directors incorporates the conclusions of this assessment into its annual planning for 2010.
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Audit Committee
The Audit Committee is comprised of  four Board members. The Audit Committee supports the Board of  Directors in monitoring the accounting and financial reporting, supervises internal and external audits, assesses the efficiency of the internal control system, including risk management, and the compliance with statutory provisions, acknowledges the closing financial statements, endorses the sensitivity analysis of the  pension trust funds of Georg Fischer Ltd and issues its opinions on transactions concerning equity and liabilities at Georg Fischer Ltd. The Audit Committee also decides whether or not the consolidated financial statements and those of Georg Fischer Ltd can be recommended to the Board of Directors for presentation to the Annual General Meeting.
As a rule, the Chairman of the Board, the President and CEO, the CFO, the chief internal auditor and a representative of the external auditors also attend the meetings. At the request of the Audit Committee and in agreement with the CEO, the external auditor also provides information on current questions relating to the financial statements and financial aspects. During the business year just ended, the Audit Committee held six meetings, two of which lasted half a day, four less.
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Compensation Committee
The Compensation Committee is comprised of three Board members. It supports the Board of Directors in determining compensation policy for the highest corporate level and, on request, uses knowledge of external compensation specialists as regards market data from comparable industrial companies in Switzerland to this effect. In the 2009 business year, no external consultants were hired to design compensation and share option programs.The Compensation Committee proposes to the Board of Directors the total amount of compensation to be paid to the Executive Committee and the Chief Executive Officer and decides on the remuneration of the other members of the Executive Committee upon a proposal of the Chief Executive Officer. The Compensation Committee held four meetings during the last financial year, each of which lasted about an hour.
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Nomination Committee
The Nomination Committee is comprised of four Board members. It supports the Board of Directors with succession planning for the Board itself and the Executive Committee and assists in the selection of candidates for appointment to the Board of Directors and the Executive Committee. The Nomination Committee is informed annually about senior management succession planning for the two highest operating management levels. During the last financial year, the Nomination Committee held four meetings, which lasted on average around two hours.
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Areas of responsibility
The Board of Directors has ultimate responsibility for supervising and monitoring the management of Georg Fischer Ltd. It appoints and oversees the Executive Committee and is responsible for determining the Corporation’s strategic direction, the design of accounting, the financial controlling and financial planning. It delegates operational management to the CEO, who is supported by the Executive Committee inthis task.

Apart from the tasks which cannot be delegated, the Board of Directors passes resolutions on matters such as:

• investments in or sale of fixed assets exceeding CHF 5 million;
• amendments made to the Corporation’s legal structure (establishment of corporate subsidiaries, acquisitions, joint ventures, the liquidation of companies, etc.);
• bank loans exceeding CHF 100 million or those which include cross default or similar clauses;
• guarantees, sureties or letters of comfort exceeding CHF 100 million;
• the assignment of power of attorney to lawsuits and settlements involving amounts in disputes exceeding CHF 5 million.

The responsibilities of the Board of Directors and the Executive Committee and cooperation between them are laid down in the Organization and Business Regulations.
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Information and control instruments
The Board of Direc-tors is kept informed continually and comprehensively about business performance. The members of the Board also receive the monthly report, which contains current information concerning business performance and the accounts of the Corporation, the Corporate Groups and subsidiaries together with a detailed commentary. The Executive Committee presents and comments on business performance and tables all important matters at the Board meetings. It also presents its assessment of business performance for the coming three months. The Board of Directors also receives projections of the annual financial statements twice a year, and the results of medium-term planning for the next three years once a year. Once a year, the Board of Directors has a two-day meeting behind closed doors to concentrate exclusively on the strategies of the Corporate Groups and the Corporation as a whole. The Chairman of the Board of Directors attends the annual conference of the Corporation’s top managers, the Executive Committee’s two-day planning meeting and is a regular attendee at other corporate management events. The Chairman of the Board of Directors and the CEO inform and consult each other regularly on all business matters that are of fundamental importance or have far-reaching ramifications. The Chairman of the Board of Directors receives the invitations and minutes of the meetings of the Executive Committee and Corporate management. He visits corporate subsidiaries on a regular basis to see for himself their operations and how they are implementing the Corporation’s strategies. In 2009 he visited Corporate Subsidiaries in Europe, Asia and the USA.
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Internal Audit
Internal Audit reports to the Chairman of the Audit Committee and to the CFO functionally and administratively. Based on the risk-oriented audit plan approved by the Audit Committee, corporate subsidiaries are audited either annually or every two to three years, depending on the risk assessment. During the year under review, 28 internal audits were conducted. The written report is reviewed in depth with the management of the company concerned; copies are given to the line managers, the external auditor, the Executive Committee, and the Chairmen of the Board and of the Audit Committee. Audit reports with significant findings are presented to and discussed in the Audit Committee. Internal Audit also ensures that all discrepancies arising in internal and external audits are dealt with and submits a corresponding report to the Executive Committee and the Audit Committee. The head of Internal Audit prepares an annual  report, which is discussed by the Executive Committee and the Audit Committee. He also serves as the secretary of the Audit  Committee.
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Corporate Compliance
The Compliance Officer, who reports to the CEO, is responsible in particular for preventive measures, training the Corporate Groups and providing information and consultation to the corporate subsidiaries to ensure that the corporate subsidiaries comply with the law, internal rules and the Corporation’s principles of business ethics in their business activity. The Executive Committee, in consultation with the Compliance Officer, defines the priority issues for the next two years. In 2009, the Compliance Officer instructed some 200 employees – especially managing directors and Marketing & Sales employees – in five training modules on the avoidance of corrupt practices. The Compliance Officer was, moreover, repeatedly consulted on issues relating to exports controls, cartel law and labour law.
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Risk Management
The Board of Directors and Executive Committee attach considerable importance to a cautious approach to strategic, financial and operating risks and they therefore expanded corporate risk management during the past business year. The head of the Corporate Risk Management & Taxes Service Division is the Chief Risk Officer (CRO). In this function, the CRO reports directly to the President and CEO and is supported in this task by Risk Officers from the three Corporate Groups. Together with specialists in Corporate Risk Management, they form the Corporate Risk Council, which is headed by the CRO and which met four times during the past business year.The handling of financial risks is explained in the financial section on pages 85 to 87 and of operational risk on page 21 in the Annual Report 2009.
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