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II Executive Bodies of the Company 3
IV Chairman and the Vice-Chairman 8
VI Executive Officers of the Company and the Group 15
VII Chief Executive Officer 16
VIII Conflict of Interest 16
IX Interests in Shares and Options 19
General Provisions 20
XI Final Provisions 20
These Organizational Regulations (the Regulations) are enacted by
the Board of Directors of Alcon, Inc. (the Company) pursuant to art. 716b
of the Swiss Code of Obligations (CO) and art. 21 para. 1 and 25
of the Company's arti cles of association (the Articles of Association). They
govern the powers and du ties of the Company's execu tive bodies and the
organization of the Group Executive Man agement (as hereinafter
The Company is the holding company of an international group of companies
ac tive in the ophthalmic and related businesses. As such it performs
strategic, financial and management functions not only for the Company
it self but also with respect to the companies controlled by it. In view of
this Group-wide function, the execu tive bodies and officers of the Company
have to resolve on matters that pertain both to the Company and to other
companies of the Group (as hereinafter defined). Notwithstanding this, in any
event, the executive bodies of the Company shall give due respect to the
le gal independence of all Group companies and to the local law applicable
For the purposes of these Regulations, the Group shall mean the Company
and its Subsidiaries, where Subsidiaries means all such
companies and Subsidiary
shall mean any such company in which the Company holds directly or indirectly a
majority of the voting rights or has the right to appoint a majority of the
members of the Board of Directors.
in these Regulations to the masculine gender ("he") shall be deemed also to
include the feminine gender ("she").
Executive Bodies of the
Bodies and Management. The following are the Executive Bodies of the
Executive Management. To the extent these Regulations do not reserve specific
powers to the Board, the Officers or the CEO, group executive manage ment
(the Group Executive
Management) shall be coordinated by the senior executive officers of
Alcon Laboratories, Inc. (Alcon
The Board elects a Chairman, a Vice-Chairman, and the members of the Board
Committees from its members each year following the annual general
is comprised of three classes of directors (Class I, Class II and Class III)
serving staggered terms. The Board shall determine the classes of its members;
provided, however, that each class shall include one independent director. The
initial terms of each class expired as set forth below, and the successors to
each class of directors shall be elected to hold office for a term of three
years, so that the term of office for one class of directors shall expire in
Board members shall retire from office
no later than the annual general meeting after their 72nd birthday.
further appoints a Company secretary who need not be a member of the
Powers. The Board shall exercise its function as required by law, the Articles
of Associa tion and these Regulations. The Board shall de termine the
principles of the Company's and the Group's business strategy and
shall be authorized to pass resolutions on all matters which are not (i)
reserved to the shareholders' meeting of the Company (Shareholders' Meeting) by the
Articles of Association, (ii) delegated to the CEO or the Officers, provided
that applicable law allows such delegation, or (iii) the tasks re served to
any Board Committee by applicable law or these Regulations.
has the following powers and duties:
of Other Duties. The Board herewith delegates all other duties, including the
preparation and im ple menta tion of the Board resolutions as well
as the supervision of particular as pects of the business in the sense of
art. 716a para. 2 CO and the man agement of the Company in the sense of art.
may, upon giving appropriate notice to the corporate body or individ ual to
whom it has delegated any of its powers and duties, re-assume
re sponsi bility for such powers and duties. Similarly, the Board may,
upon giving appropri ate notice, delegate such powers and duties to any
other corporate bodies or in dividuals as it may from time to time deem
appropriate. Any such delegation shall operate as a variation of the rules of
competence set forth in these Regulations unless and until the Board re-assumes
responsibility for any delegated matters.
The Board shall convene as often as necessary, at least four times a year. Board
meetings shall be held at the Company's place of incorporation or at such other
place as the Board may determine.
meetings shall be called by the Chairman or on his behalf by the Sec retary.
A meeting shall also be called by the Chairman upon the written re quest of
a Board mem ber indicat ing the items and the proposals to be
sub mitted. The Chairman shall decide whether per sons other than the
directors may attend a meet ing.
meetings shall be given ten days in advance in writing and the notice shall set
forth the agenda. Each member of the Board may demand that items be placed on
the agenda. The relevant request must be submitted in writ ing to the
Chairman at least 14 days before the meeting. Urgent items that are brought up
after the notice of the meeting has been distrib uted may be dis cussed
at the meeting. Resolutions on such matters can only be passed if all Board
members attending the meeting agree. In urgent cases, the Chairman may call a
meeting at short no tice in writing or by other convenient means of
of the Board may be held in person or by telephone confe rence or other
means of direct commu nication.
Resolutions. The Board shall have a quorum when the major ity of its members
are present. Board members cannot appoint proxies. No atten dance quorum is
required if the meeting is called to certify an increase of capital and to
effect the amendment of the Articles of As sociation related
to Article V, Section 5 of these Regulations, resolutions of the Board shall be
adopted upon a ma jority of the votes cast. In case of a tie, the acting
chairman has a casting vote.
may also be passed in writing, provided no Board member requests oral
delib eration within 3 business days of notification of the proposal. To be
valid, resolutions in writing must have been communicated to all Board members,
and must have been approved in writing by a majority of the Board
cases, the Board may pass circular resolutions by e-mail, provided that all