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BOARD OF DIRECTORS ORGANIZATIONAL REGULATIONS
ORGANIZATIONAL REGULATIONS
ORGANIZATIONAL REGULATIONS
Article I Authority .........................................................3
Article II Executive Bodies of the Company...................................3
Article III The Board........................................................4
Article IV Chairman and the Vice-Chairman....................................8
Article V Board Committees...................................................8
Article VI Executive Officers of the Company and the Group..................13
Article VII Chief Executive Officer.........................................14
Article VIII Conflict of Interest...........................................14
Article IX Interests in Shares and Options..................................16
Article X General Provisions................................................17
Article XI Final Provisions.................................................17
Section 1. Authority. 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 articles of association (the ARTICLES OF ASSOCIATION). They govern the
powers and duties of the Company's executive bodies and the organization of the
Group Executive Management.
Section 2. Company. The Company is the holding company of an international group
of companies active in the ophthalmic and related businesses. As such it
performs strategic, financial and management functions not only for the Company
itself but also with respect to the companies controlled by it. In view of this
Group-wide function, the executive bodies and officers of the Company have to
resolve on matters that pertain both to the Company and to other Group
companies. Notwithstanding this, in any event, the executive bodies of the
Company shall give due respect to the legal independence of all Group companies
and to the local law applicable to them.
Section 3. Organization. For the purposes of these Regulations, the GROUP shall
mean the Company and its Subsidiaries, where SUBSIDIARIES means all such
companies and a 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.
References in these Regulations to the masculine gender ("he") shall be deemed
also to include the feminine gender ("she").
Executive Bodies of the Company
Section 1. Executive Bodies and Management. The following are the Executive
Bodies of the Company:
(a) the Board of Directors (the BOARD);
(b) the chairman of the Board (the CHAIRMAN);
(c) the Board Committees established from time to time pursuant to these
Regulations (the BOARD COMMITTEES);
(d) the officers of the Company (the OFFICERS); and
(e) the managing director and Chief Executive Officer of the Group (the CEO).
Section 2. Group Executive Management. To the extent these Regulations do not
reserve specific powers to the Board, the Officers or the CEO, group executive
management (the GROUP EXECUTIVE MANAGEMENT) shall be coordinated by the senior
executive officers of Alcon Laboratories, Inc. (ALCON LABORATORIES).
Section 1. Organization. The Board elects a Chairman, a Vice-Chairman, and the
members of the Board Committees from its members each year immediately following
the annual general meeting.
The Board shall form three classes of directors serving staggered terms. The
Board shall itself determine the classes of its members. The first terms of the
Board members will expire as follows:
(a) Class I Board members will have terms of office expiring at the annual
general meeting of shareholders in 2003;
(b) Class II Board members will have terms of office expiring at the annual
general meeting of shareholders in 2004; and
(c) Class III Board members will have terms of office expiring at the annual
general meeting of shareholders in 2005.
Board members shall retire from office no later than the annual general meeting
after their 72nd birthday.
The Board further appoints a Company secretary who need not be a member of the
Section 2. General Powers. The Board shall exercise its function as required by
law, the Articles of Association and these Regulations. The Board shall
determine the principles of the Company's and the Group's business strategy and
The Board shall be authorized to pass resolutions on all matters which are not
reserved to the shareholders' meeting of the Company (SHAREHOLDERS' MEETING) by
of Association or delegated to the CEO or the Officers, or the tasks reserved
to any Board Committee by these Regulations.
Section 3. The Board has the following powers and duties:
(a) the ultimate direction of the Company and the issuance of the necessary
guidelines in accordance with applicable Swiss law and regulations;
(b) the determination of the Company's organizational structure, including the
enactment and amendment of these Regulations;
(c) the determination of the Company's accounting principles, financial control
and financial planning;
(d) the appointment and removal of the Company secretary, the members of
Committees nominated by the Board and the Executive Management of the
Company and the Group, as well as the determination of their signatory
power (see Article X, Section 1);
(e) the ultimate supervision of the persons entrusted with the management of
the Company, in particular with regard to their compliance with applicable
law, the Articles of Association, these Regulations and any ancillary
regulations and guidelines of the Company;
(f) the adoption of resolutions concerning an increase in share capital to the
extent that such power is vested pursuant to Swiss corporation law in the
Board and of resolutions concerning the confirmation of capital increases
and corresponding amendments to the Articles of Association, as well as
making the required report on the capital increase;
(g) the review and approval of the business report and the financial statements
and any required filings with regulatory authorities or stock exchanges
(unless delegated by these Regulations) as well as the preparation of the
Shareholders' Meeting and the implementation of its resolutions;
(h) the examination of the professional qualifications of the Company's
(i) the notification of the court if the liabilities of the Company exceed the
assets of the Company (art. 725 CO);
(j) the certification of increases of capital and the amendment of the Articles
of Association related thereto;