Geberit : Organizational Regulations for the Board of Directors

ORGANIZATIONAL REGULATIONS

FOR THE BOARD OF DIRECTORS OF GEBERIT AG

ORGANIZATIONAL REGULATIONS

C O N T E N T S

PRINCIPLES	4
ORGANIZATION OF THE GROUP	4
BOARD OF DIRECTORS	5
Power and duties and authority	5
Irrevocable powers and duties	5
Further powers and duties	5
Authority	6
Appointments	6
Approval	6
Delegation	6
Reporting	7
Assessment of collaborative efforts within the Board of Directors	7
Organization	7
Composition	7
Term of office	7
Meetings	7
Resolutions	8
Minutes	8
Conflicts of interest	8
Confidentiality	8
Documents	8
Right to information	8
Chairman of the Board of Directors	9
Appointment	9
Powers and duties and authority	9
Urgent resolutions	9
Additional authority	9
Committees	9

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ORGANIZATIONAL REGULATIONS

Set-up of committees	9
Audit Committee (AC)	10
Nomination and Compensation Committee (NCC)	10
Chief Executive Officer (CEO)	10
Appointment	10
Duties and authority	10
Group Executive Board	11
Composition	11
Duties and authority	11
MANDATES OUTSIDE GEBERIT AND MANDATES IN
POLITICAL OFFICES	11
GENERAL PROVISIONS	12
CONCLUDING PROVISIONS	12
ANNEX	13
1. Allocation of Powers and Duties	13

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ORGANIZATIONAL REGULATIONS

PRINCIPLES

These regulations concerning the organization, the powers and duties and authority of the Board of Directors of Geberit AG have been issued by the Board of Directors in accordance with the articles of incorporation and in compliance with statutory provisions.

On the basis of its voting majority, Geberit AG combines its subsidiaries and the associated companies in which a majority controlling interest is held under the uniform management of the Geberit Group and assumes their overriding management as a Group.

ORGANIZATION OF THE

GROUP

The main elements of the Geberit management structure are:

• The Board of Directors and its committees;
• The Chairman of the Board of Directors;
• The Chief Executive Officer (CEO);
• The Group Executive Board.

Below the CEO, the Group Executive Board is divided into six Group Functional Areas:

• Sales Europe;
• Sales International;
• Product Management and Innovation;
• Marketing and Brands;
• Operations;
• Finance.

A distinction is made within the Group Functional Areas between three management levels to which Group and company managers are allocated on the basis of their importance for the Group profit and loss position.

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ORGANIZATIONAL REGULATIONS

BOARD OF DIRECTORS

POWER AND DUTIES AND AUTHORITY

IRREVOCABLE POWERS AND DUTIES

The Board of Directors has the following non-transferable and inalienable powers and duties pursuant to Art. 716a paragraph 1 of the Swiss Code of Obligations:

• The overriding management of the Company and the issuing of necessary instructions;
• The establishment of the organization;
• The structuring of the accounting system, of the financial controls as well as of the financial planning insofar as this is necessary to manage the Company;
• The appointment and dismissal of the persons entrusted with management and representation;
• The overriding supervision of persons entrusted with management, in particular with respect to compliance with the law, the articles of incorporation, regulations and instructions;
• The preparation of the annual report, the remuneration report as well as the preparation of the General Meeting and the implementation of its resolutions;
• Informing the respective court in the event of over-indebtedness.

The Appendix to these organizational regulations (allocation of powers and duties) contains a detailed list of the decision-making powers and Group management duties. It forms an integral part of these organizational regulations.

FURTHER POWERS AND DUTIES

The Board of Directors has the following further powers and duties:

• Resolutions concerning the amount of share capital (subject to the powers of the general meeting) and approval of increases in share capital and corresponding amendments to the articles of incorporation;
• Dividend policy;
• Proposals regarding matters reserved to the general meeting pursuant to law or the articles of incorporation;
• Proposals regarding approval of the compensations of the Board of Directors and the Group Executive Board pursuant to law and the articles of incorporation;
• Determination of the compensations of the members of the Board of Directors and the individual compensations and the terms and conditions of appointment of the Chief Executive Officer (CEO) and the other members of the Group Executive Board (subject to approval by the respective general meeting);
• Decision regarding the use of the additional amount for the compensation of new members of the Group Executive Board (including the CEO) pursuant to law and the articles of incorporation;
• Compensation of the Head of Internal Audit;
• Determination of the terms and conditions (including performance criteria) of variable compensations and compensations in shares, options and/or similar instruments in one or more plans/regulations;
• The other powers and duties set forth in the allocation of powers and duties (appendix to these organizational regulations).

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