Medartis : Corporate Governance Bericht 2023 (ENG)

Corporate GovernanceCorporate Governa ce Report Report

Group structure and shareholders	78
Capital structure	79
Board of Directors	82
Executive Management Board	93
External Auditors	97
Information policy	97
Trading blackout periods	98

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Corporate Governance Report

The Medartis corporate governance principles and rules are laid down in the Articles of Association, the Organisational Regulations, the Corporate Compliance System including the Code of Conduct, the Instruction on thePrevention of Corruption as well as the Instruction on Compliance with Antitrust Laws, and the Charters of the Board Committees. Further, Medartis takes into account the recommendations of the Swiss Code of Best Practice for Corporate Governance, as in force at 31 December 2023.

As a basis of corporate governance disclosure, this report is in compliance with the Directive on Information relating to Corporate Governance published by the SIX Swiss Exchange (Directive), where Medartis' shares have been traded since the company's initial public offering in 2018. Additional information can be found in the Financial and Remuneration Report Sections of this Annual Report.

Note: The links to relevant documents such as the Articles of Association, the Organisational Regulations and the Corporate Compliance System can be found on the second last page of the Annual Report.

1. GROUP STRUCTURE AND SHAREHOLDERS 1.1 Group structure

1.1.1

Medartis Holding AG is incorporated as a stock corporation under the laws of Switzerland and headquartered in Basel, Switzerland. Medartis' principal executive offices are at Hochbergerstrasse 60E, 4057 Basel, Switzerland.

Medartis Holding AG and its subsidiaries (together referred to as "Medartis" or "Medartis Group" or "Group") are focused on developing, manufacturing and selling advanced and efficient implant solutions for internal surgical fixation. The core business of the Medartis Group encompasses the sale of

innovative implants in cranio-maxillofacial surgery and extremities (i.e. hand, wrist, elbow, shoulder and foot & ankle).

Medartis products are sold throughout the globe, with direct sales in 13 countries in 2023, and via third- party distributors in an additional 40 countries.

The Medartis Group has two tiers of management: the Board of Directors (BOD) and the Executive Management Board (EMB). The BOD is responsible for the Group's high-level management and oversight, its organizational structure, accounting, financial planning, financial control and risk management. The EMB consists of the Chief Executive Officer (CEO), as well as the Chief Financial Officer (CFO), the Chief Technology Officer (CTO), the VP EMEA, the Chief Human Resources Officer (CHRO) and the Chief Operations Officer (COO). The BOD delegates the management of the Company to the Chief Executive Officer (CEO), who is responsible for the operational management of the Group, the implementation of Medartis' strategy and the implementation of an efficient and structured procedural organization in accordance with the guidelines provided by the BOD (see also note no. 4 to the Medartis Group Consolidated Financial Statements).

1.1.2

Medartis Holding AG, Basel, is listed on the SIX Swiss Exchange, Zurich, Switzerland (valor number: 38620023, ISIN: CH0386200239, SIX: MED). The market capitalization as per 31 December 2023 was CHF 1'038 million. The year-end closing price on 29 December 2023 amounted to 84.0. No other company controlled by Medartis Holding AG is listed on a stock exchange. For financial market participants, Medartis Holding AG has obtained the following Legal Entity Identifier number (LEI) 506700VUSP6HG3F28846.

1.1.3

Medartis Holding AG has invested in a number of companies to support its strategic ambition of becoming a global extremities and head company leading in technology and innovation. A list of the subsidiaries and associates of the Medartis Group as of 31 December 2023 can be found in Note 1 of the Financial Report.

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1.2 Significant shareholders

According to disclosure notifications filed with Medartis, the following shareholders or shareholder groups held more than 3% of the outstanding shares as of 31 December 2023. The information refers to the latest possible information either on the reporting platform (if a reporting threshold was touched), the official share register or data submitted to Medartis by the shareholder. The current significant shareholders as well as further disclosure notifications registered in 2023 can be found at the SIX Swiss Exchange reporting and publication platform.

Direct holder	Shares	% of voting rights
Dr. h.c. Thomas Straumann, Riehen, Switzerland	5'624'430	45.5%
Nordflint Capital Partners Fondsmaeglerselskab A/S, Copenhagen(1)	1'584'756	12.8%
NexMed Holding AG, Freienbach, Switzerland(2)	921'035	7.5%
Endeavour Medtech Growth LP, Guernsey, Channel Islands(3)	778'337	6.3%
Willi Miesch, Küssnacht, Switzerland	617'917	5.0%

1. Not or only partially registered in the share register. Information is based on feedback from the shareholder.
2. NexMed Holding AG is beneficially owned by Dominik Ellenrieder, Chandolin, Switzerland.
3. Endeavour Medtech GP Limited, Guernsey, Channel Islands, as general partner of Endeavour Medtech Growth LP, is

exercising all the voting rights related to the shares. Further, no limited partner of Endeavour Medtech Growth LP indirectly beneficially owns the shares held by Endeavour Medtech Growth LP which represent 5% or more of the voting rights.

1.3 Cross-shareholdings

The company does not have any cross-shareholdings exceeding 5% of the holdings of capital or voting rights in any other company.

Corporate Governance Report

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Financial Report

2. CAPITAL STRUCTURE 2.1 Capital

Ordinary share capital as of 31 December 2023 has a nominal value of CHF 2'471'837.00, consisting of 12'359'185 fully paid-in registered shares with a nominal value of CHF 0.20 each.

As of 31 December 2023 Medartis Holding AG has a Capital Band between the nominal value of CHF 2'466'551.80 and CHF 3'551'924.20, within which the BOD can increase or reduce the share capital by issuance of up to 5'426'862 shares with a nominal value of CHF 0.20 each.

Conditional share capital for bonds and similar debt instruments as of 31 December 2023 has a nominal value of CHF 1'056'957.20, consisting of 5'284'786 shares with a nominal value of CHF 0.20 each.

Conditional share capital for employee benefit plans as of 31 December 2023 has a nominal value of CHF 111'580.60, consisting of 557'903 shares with a nominal value of CHF 0.20 each.

2.2 Capital band and conditional capital

Authorised capital

At the Annual General Meeting (AGM) on 21 April 2023, the company's shareholders resolved to delete the authorized capital and to introduce a capital band, which authorises the BOD for a period of five years to increase and decrease the ordinary share capital within the range between a nominal value of CHF 2'466'551.80 and CHF 3'551'924.20, which corresponds to 50% of the capital issued and outstanding as of 21 April 2023. Share capital outstanding as of 31 December 2023 can therefore be increased or decreased within the capital band by up to CHF 1'085'372.40 by issuing up to 5'426'862 shares (43.9% of the existing capital issued). For further information, see Articles 3a and 5 of the Articles of Association.

Conditional capital for convertible bonds and similar debt instruments

At the Annual General Meeting (AGM) on 17 April 2020, the company's shareholders resolved to create conditional share capital to be used for convertible bonds or similar debt instruments. Share capital may

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be increased by up to CHF 1'056'957.20 by issuing of up to 5'284'786 shares with a nominal value of CHF 0.20 each, or up to 42.8% of the capital issued and outstanding as of 31 December 2023.

Pre-emptive rights for the subscription of new shares upon conversion of instruments are excluded. Shareholders' advance subscription rights with regard to the new convertible bonds or similar instruments may be restricted or excluded by decision of the BOD, subject to the provisions of the Articles of Association. If advance subscription rights are excluded, (i) the instruments are to be placed at market conditions, (ii) the exercise period is not to exceed ten years from the date of issue of option rights and twenty years for conversion rights and (iii) the conversion or exercise price for the new shares is to be set at least in line with the market conditions prevailing at the date on which the instruments are issued. For further information, see Articles 3b and 5 of the Articles of Association.

Conditional capital for employee benefit plans

At the AGM on 6 April 2022, the company's shareholders resolved to increase conditional share capital to be used for employee benefit plans in the amount of CHF 124'479.60, corresponding to 622'398 shares with a nominal value of CHF 0.20 each, which corresponds to 5.03% of the capital issued and outstanding as of 31 December 2023. In 2023, 26'426 registered shares were created from conditional capital. Share capital outstanding as of 31 December 2023 can therefore be increased by up to CHF 111'580.60 by issuing up to 557'903 shares (4.5% of the existing capital issued). Further information can be found in articles 3c and 5 of the Articles of Association and in Article 2.3 of this Corporate Governance Report.

The creation of conditional capital for employee benefit plans was proposed by the BOD in connection with the company's IPO in 2018. This conditional capital allowed Medartis to establish its current, share- based long-term equity compensation plans to foster the important alignment of management's interests with the interests of the company's shareholders, as well as its Employee Share Purchase Plans (ESPP-S and ESPP-STI), under which employees can purchase Medartis shares with a certain discount. Further information can be found in Articles 3.1, 3.2 c), and 3.2 e) of the Remuneration Report of this Annual Report. The creation of conditional capital for employee benefit plans was proposed by the BOD in connection with the company's IPO in 2018.

The BOD considered the use of conditional capital for employee benefits appropriate while safeguarding the company's liquidity and investing in the strategic growth of Medartis. The maximum dilution potential of this capital is limited and is expected to be more than compensated for by the incentives it creates for plan participants to create long-term value for Medartis and its shareholders.

2.3 Changes in capital

The following table shows the changes in the nominal share capital and the number of shares issued over the past three financial years:

Date of share issuance registration	New nominal share capital (in CHF)	Total number of shares issued
During 2021	2'362'873.60	11'814'368 shares at CHF 0.20 each(1)
During 2022	2'371'313.80	11'856'569 shares at CHF 0.20 each(2)
During 2023	2'471'837.00	12'359'185 shares at CHF 0.20 each (3)

1. Between 21-27 April 2021 a total of 21'879 registered shares were created from conditional share capital on the basis of Article 3c of the Articles of Association by exercising options from the "Long Term Incentive Plan for EMB" for the 2019 financial year for non-Swiss residents and for 2020 for Swiss residents, as well as from the "Restricted Share Plan for the Board" of BOD members for the period from the AGM 2021 to the AGM 2022. 7'912 shares were created as part of the Employee Share Participation Plans (ESPP-S and ESPP- STI) on 1 November 2021. In the course of the year, an additional 6'429 shares divided into four transactions were created due to the CEO buy-out award as explained in more detail in the Remuneration Report 2019.
2. Between 8-27 April 2022 a total of 12'769 registered shares were created from conditional share capital on the basis of Article 3c of the Articles of Association by exercising options from the "Long Term Incentive Plan for EMB" for the 2020 financial year for non-Swiss residents and for 2021 for Swiss residents, as well as from the "Restricted Share Plan for the Board" of BOD members for the period from the AGM 2022 to the AGM 2023. 22'294 shares were created as part of the Employee Share Participation Plans (ESPP-S and ESPP-STI) on 1 July 2022 and 1 November 2022. In the course of the year, an additional 3'006 shares divided into three transactions were created due to the CEO buy-out award as explained in more detail in the Remuneration Report 2019 and due to the CFO buy-out award as explained in more detail in the Remuneration Report 2020.
3. On 25 April 2023 a total of 22'133 registered shares were created from conditional share capital on the basis of Article 3c of the Articles of Association by exercising options from the "Long Term Incentive Plan for EMB" for the 2021 financial year for non-Swiss residents and for 2022 for Swiss residents, as well as from the "Restricted Share Plan for the Board" of BOD members for the period from the AGM 2023 to the AGM 2024. In addition, part of these shares were created to incentivise talents and for the NSI buyout programme. 4'293 shares were created as part of the Employee Share Participation Plans (ESPP-S and ESPP-STI) on 31 October 2023. The aforementioned shares have not been registered in the commercial register as of 31 December 2023 and therefore the commercial register at year-end 2023 has a nominal value of CHF 2'466'551.80, consisting of 12'332'759 fully paid in registered shares with a nominal value of CHF 0.20 each.

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2.4 Shares and participation certificates

2.5 Dividend-right certificates

Medartis Holding AG has no other categories of shares than one category of registered shares, which are fully paid in, with one share bearing one vote. There are no restrictions on the transferability of the shares.

Each share duly entered in the share register entitles the shareholder to one vote. On 31 December 2023, 9'544'607 shares representing 77.2% of the issued capital were registered in the share register.

The total number of shareholders registered amounted to 2'120. All shareholders may be represented at the AGM by a proxy. Proxies and directives issued to the independent voting representative may be given either in writing or online. Other voting representatives must have a proxy signed by hand by the shareholder. The BOD decides whether proxies shall be recognized. The independent voting representative is elected by the Assembly for a term of office until the end of the next AGM and can be re-elected. In the case of a vacancy, the BOD shall designate an independent voting representative for the next AGM.

Shareholder structure¹ on 31 Dec 2023:

Number of shares	Number of shareholders	Cumulative share of all
		outstanding shares
1-10 shares	108	0.0%
11-100	759	0.4%
101-1'000	1'052	2.9%
1'001-10'000	176	3.9%
10'001-100'000	20	4.3%
>100'000	5	65.8%
Total	2'120	77.2%

1 Non-registered or undisclosed shares are not considered in this table. They represent 22.8% of all issued shares.

Medartis Holding AG has not issued any dividend-right certificates.

2.6 Limitations on transferability and nominee registrations

The company keeps a share register of the registered shares in which the owners and beneficiaries are entered with their names and addresses. In relation to the company, the shareholder or beneficiary is deemed to be the person entered in the share register. Upon request, purchasers of shares shall be entered in the share register without limitation as shareholders with voting rights if they expressly declare that they have acquired the shares in their own name and for their own account.

The transfer of registered shares requires the approval of the BOD, which may delegate this authority. Approval shall be granted if the purchaser discloses its name, nationality and address on a form provided by the company and declares that it has acquired the shares in its own name and for its own account, that there is no agreement on the redemption or return of corresponding shares and that it bears the economic risk associated with the shares.

The BOD may register individual persons who do not expressly make these declarations ("nominees") with voting rights in the share register if the nominee has concluded an agreement with Medartis regarding its position and is subject to recognized banking and financial supervision.

The names and addresses of owners and beneficiaries of registered shares are recorded in the share register, which is administered on behalf of Medartis Holding AG by areg.ch ag, Fabrikstrasse 10, 4614 Hägendorf, Switzerland. Further information can be found in articles 4, 5 and 6 of the Articles of Association.

2.7 Convertible bonds and options

Medartis followed in 2023 its corporate long term incentive plan with restricted shares (LTI) for members of the EMB. In the event of a change of control, the BOD, at its own discretion, is entitled, within the scope of the statutory provisions to make adjustments to the plan.

Further information can be found in articles 3.1, 3.2 c) and 3.2 e) of the Remuneration Report section of this Annual Report.

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3. BOARD OF DIRECTORS

3.1 Members of the Board of Directors (BOD)

The table below sets forth the name, year of birth, function, committee membership and term of office of each BOD member as of the date of this Corporate Governance Report. All members of the BOD are non-executive members. No member currently holds an executive position in the company.

No BOD member has outside of his board membership any significant business relationship with Medartis Holding AG or any company it controls. The Medartis BOD believes that its independence is important. The majority of the Directors must meet the independence criteria defined by the company's Independence Statement.

Name	Born	Nationality	Position	Independence Status	Elected since	Strategy and Innovation	Finance and Audit	Human Resources and
Committee (SIC)	Committee (FAC)	Compensation Committee (HRCC)
Marco Gadola	1963	Swiss	Chairman	Independent	2020
Dr. h.c. Thomas Straumann	1963	Swiss	Vice-Chairman	Founder	1998	Member
Willi Miesch	1964	Swiss	Member of the Board	Independent	2010	Chair
Dr. med. Daniel B. Herren	1962	Swiss	Member of the Board	Independent	2017	Member		Member
Damien Tappy	1969	Swiss	Member of the Board	Independent	2018		Member	Chair
Nadia Tarolli Schmidt	1973	Swiss	Member of the Board	Independent	2022		Chair
	ESG representative
Ciro Römer	1962	Dutch	Member of the Board	Independent	2022	Member	Member

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Marco Gadola	Dr. h.c. Thomas Straumann
Non-executive Member	Non-executive Member

Chairman of the Board since 2021 | Board member since 2020

Other main activities in 2023: Chairman of DKSH Holding AG, WS Audiology and Vice-Chairman of the MCH Group. He is also a Board member of the Straumann Holding AG and Bühler Group as well as well as Operating Partner of Endeavour Vision Ltd. He also runs his own company, which focuses on supporting cultural change and executive coaching.

Career highlights: CEO of the Straumann Group from 2013 to 2019. From 2008 to 2013 CEO Asia Pacific and Chief Financial and Information Technology Officer at Panalpina Group. Prior to that, he was Chief Financial Officer at Straumann Group and Hero and held a number of leadership positions at Hilti. He began his career at UBS in corporate finance and at Novartis as a senior auditor.

Qualifications: He holds a master's in business administration and economics from the University of Basel and completed programs at the London School of Economics and IMD Management School in Lausanne.

Key attributes for the board: Medartis benefits from his strong executive track record in a broad range of global businesses, extensive knowledge of the MedTech industry, his expertise in finance and coaching and his insights from board mandates in other industries.

Vice Chairman of the Board | Board member since 1998

Other main activities in 2023: Chairman of centerVision AG and CHI Classics Basel Ltd., Board member of the Straumann Holding AG, Board member and owner of the Grand Hotel Les Trois Rois, Basel.

Career highlights: He founded Medartis in 1997 and has been on the BOD ever since. For a long time also as Chairman and Vice Chairman. In 1990, he was responsible for the successful restructuring of the Institut Straumann AG, where he acted as CEO and Chairman of its BOD until 1994. He was Chairman of the Board of Straumann Holding AG until 2002, Vice Chairman until April 2020 and since then a regular member of the Board.

Qualifications: He holds a degree in Precision Engineering and pursued further studies at Basel Management School and the Management & Commercial School of Baselland. He has an honorary doctorate from the University of Basel.

Key attributes for the board: Founder and major shareholder of Medartis AG. He complements the Board with his in-depth knowledge of the dental and medical device industries through his personal management experience and various shareholdings. As a major shareholder, he also represents continuity, stability and credibility.

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Nadia Tarolli Schmidt	Willi Miesch
Non-executive Member	Non-executive Member

Member of the Board | Board member since 2022

Other main activities in 2023: Member of the BOD of Straumann Holding AG and member of the Bank Council of Basellandschaftliche Kantonalbank. Additional mandates in non-public companies include EGK Group Companies, Parkresort Rheinfelden Holding AG, IKEA Pension Fund, Genossenschaft Stadion St. Jakob-Park, BiomedVC AG, and Nordic Cultural and Educational Foundation.

Career highlights: Since 2010, Nadia Tarolli Schmidt has been a partner at the business law firm VISCHER AG, where she is co-head of the tax team and head of the social security group. From 2005-2010, she was an associate at VISCHER AG, specialising in tax, corporate law and M&A. Until 2021, she was a judge at the Tax Court of Basel-Stadt. Prior to that, she worked as a legal secretary at the Tax Court of the Canton of Zurich and as a corporate lawyer at Clima-Suisse and Holcim AG.

Qualifications: She studied law at the University of Basel, is an attorney-at-law and a federally certified tax expert. Most recently, she completed further training at the Swiss Board School of the University of St. Gallen.

Key attributes for the board: She is an experienced independent lawyer with in-depth knowledge in tax and social security matters as well as in structuring mergers and acquisitions. In January 2022, the BOD established a Sustainability Committee at Medartis. Due to Nadia Tarolli Schmidt's experience in ESG matters in other companies, she leads this committee. The initiatives are led by the Chief Operating Officer and are supported by the senior management team.

Member of the Board | Board member since 2010

Other main activities in 2023: Board member of the International Bone Research Association (IBRA). He is a Board member of SCEWO AG and member of the investment advisory committee of the venture capital company MTIP.

Career highlights: He was CEO of Medartis from 1998 until August 2019. Prior to that he held several long-term managerial positions in various production departments at Institut Straumann AG and was Head of Manufacturing at Stratec Medical in Mezzovico, Switzerland. Moreover, he was a member of the EMB at Villiger, a bicycle manufacturer, being responsible for all technical matters.

Qualifications: He holds a degree in Precision Engineering and a degree as Operations Technician TS from ABB Engineering School Baden with postgraduate studies in market-oriented Business Management at the University of Central Switzerland.

Key attributes for the board: Medartis benefits from his extensive knowledge of the medical industry, his global network of experts in the industry, his comprehensive experience related to his background in precision engineering and his long-term experience as an executive manager.

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Ciro Römer	Dr. med. Daniel B. Herren
Non-executive Member	Non-executive Member

Member of the Board | Board member since 2022

Other main activities in 2023: Ciro Roemer is a strategic advisor to Warburg Pincus LLC, a leading private equity firm.

Career highlights: He retired in 2021 as the Company Group Chairman of the Johnson & Johnson Medical Devices Companies in North America. Previously, he held leading positions at Synthes and in J&J's medical device business. He also served as a Board member of the AO Foundation, the leading global network for orthopaedic surgeons and healthcare professionals. Ciro Römer also acted as Vice Chairman of Eucomed, the European medical device industry association. Ciro resides in the US and is a Dutch citizen.

Qualifications: He graduated from BIGRA Amsterdam with a Bachelor's degree in Health Science, and completed the Advanced Management Program at Harvard Business School in the United States.

Key attributes for the board: Ciro Römer is an expert in the medical device industry, with in-depth knowledge of global healthcare systems and medical technology markets. He has over 35 years of industry experience across Asia Pacific, Europe and in the US, which has been defined by Medartis as one of its main growth markets. His international experience includes general management positions in the US, Netherlands, Spain and Switzerland.

Member of the Board | Board member since 2017

Other main activities in 2023: No relevant mandates in this context.

Career highlights: Since 2009 Head of the hand surgery department at Schulthess Clinic in Zurich and since 2017 Chief Medical Officer. From 2010 to 2014 Board member of National Federation of Medical Doctors in Switzerland (FMH). In addition, he acted as President of the Swiss Society for Surgery of the Hand between 2010 and 2013. Currently, he is Secretary General of the Federation of European Societies for Surgery of the Hand (FESSH) and in conjunction with this role, member of the FESSH Executive Committee.

Qualifications: He holds a Medical degree from the University of Berne with postdoctoral studies at the ETH Zurich as well as a Master of Health Administration from the University of Berne. He furthered his education by attending lectures at Harvard Business School in Boston, USA, focusing on the strategic aspects of healthcare delivery. Additionally, he completed the European Health Leadership Programme at INSEAD Fontainebleau.

Key attributes for the board: As an orthopaedic and hand surgeon he contributes in-depth expert and practical knowledge with many years of medical implants user experience.

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Damien Tappy

Non-executive Member

Member of the Board | Board member since 2018

Other main activities in 2023: Co-founder, Chairman and Managing Partner of Endeavour Vision and Member of the Young President Organisation (YPO). In addition to his mandate at Medartis, he represents the interest of Endeavour Vision as Board member in the following companies: Endeavour Vision SA, CeQur, Polares. He also serves on the Board of L'Enfance, and Hôpital de la Tour, and is a member of the Foundation Council of Fondation du Domaine de Villette.

Career highlights: Founder and Director of the Start-up and Spin-off program from the Swiss Federal Institute of Technology (EPFL) and co-Founder, Chairman and Managing Partner of Endeavour Vision.

Qualifications: He holds a degree in management, technology and economics (MTE) from IMD, Lausanne, Switzerland. He graduated with honours as an engineer in micro-technology at EPFL. He also worked as international fellow in the field of medical imaging at the Stanford Research Institute in California (SRI International).

Key attributes for the board: His area of expertise is in healthcare with a specific focus on Medical Technologies and Digital Health on both side of the Atlantic. As managing partner of Endeavour Vision, which specializes in private equity and venture capital investments, he contributes his valuable experience as a Board member of numerous life science companies.

3.2 Other activities and vested interests

Information on the other activities and interests of the members of the BOD is shown in section 3.1.

3.3 Permitted other activities

The number of external offices is stipulated as follows with binding effect in the Articles of Association: BOD members must not simultaneously hold more than 15 additional mandates in commercial enterprises, of which no more than 5 may be held in listed legal entities.

Not subject to the above restrictions are:

1. Mandates in entities controlled by Medartis or controlling Medartis;
2. Mandates in entities upon request of Medartis; and
3. Mandates in associations, organisations and legal entities with a public or charitable purpose, foundations, trusts, as well as staff pension funds.

Mandates are defined as mandates in comparable functions at other companies with a commercial purpose. Mandates in different legal entities that are under unified control or have the same beneficial ownership are considered as one mandate.

All members of the BOD are within the limits of external mandates stipulated by Article 35 of the Articles of Association.

3.4 (Re-)elections and terms of office

Each member of the BOD is elected by the AGM for a one-year term, which runs until the end of the next Annual General Meeting. Directors may be re-elected with no restrictions such as age or tenure limit.

The Chairman of the BOD and the members of the HRCC are elected by the AGM. If the Chairman's Office is vacant, the BOD appoints a Chairman from among its members for the remaining term of office.

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