UBS Shareholder Engagement Presentation Deck
Re-elections to the Board of Directors
Re-elections of the members of the Board of Directors
Motion: The Board of Directors proposes that all of the members of the Board of Directors,
each of whose term of office expires at the 2023 AGM, be re-elected for a one-year term
of office.
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During 2022, a total of 31 BoD meetings / video calls were held, 15 of which were
attended by GEB members. Average participation in the BoD meetings and calls was 98%
Board of Directors
Members in 2022
Axel A. Weber¹, Chairman
Colm Kelleher², Chairman
Lukas Gähwiler²
Jeremy Anderson
Claudia Böckstiegel
William C. Dudley
Patrick Firmenich
Reto Francioni¹
Fred Hu
Mark Hughes
Nathalie Rachou
Julie G. Richardson
Dieter Wemmer
Jeanette Wong
Meeting attendance
without GEB3
2/2
14/14
14/14
16/16
16/16
16/16
16/16
2/2
14/16
16/16
16/16
15/16
15/16
16/16
100%
100%
100%
100%
100%
100%
100%
100%
88%
100%
100%
94%
94%
100%
Meeting attendance
with GEB
2/2
13/13
13/13
15/15
15/15
15/15
15/15
2/2
14/15
15/15
15/15
15/15
15/15
15/15
100%
100%
100%
100%
100%
100%
100%
100%
93%
100%
100%
100%
100%
100%
Key responsibilities include4:
The Board has ultimate responsibility for the
success of the Group and for delivering
sustainable shareholder value within a
framework of prudent and effective controls.
It decides on the Group's strategy and the
necessary financial and human resources
upon recommendation of the Group CEO and
sets the Group's values and standards to
ensure that its obligations to shareholders and
other stakeholders are met.
Re-elections of the members of the Compensation Committee
Motion: The Board of Directors proposes that Julie G. Richardson, Dieter Wemmer
and Jeanette Wong be re-elected for a one-year term of office as members of the
Compensation Committee. At its constitutional meeting, the Board of Directors
intends to re-appoint Julie G. Richardson as Chairperson of the Compensation
Committee.
Compensation Committee
Members in 2022
Julie G. Richardson (Chairperson)
Reto Francioni¹
Dieter Wemmer
Jeanette Wong
Meeting attendance5
8/8
2/2
8/8
8/8
100%
100%
100%
100%
4 Other AGM items
Key responsibilities include:
The Compensation Committee is responsible for:
i. Supporting the Board in its duties to set guidelines on
compensation and benefits;
ii. Approving the total compensation for the Chairman and the
non-independent Board members;
iii. Proposing, upon proposal of the Chairman, financial and
non-financial performance targets and objectives for the
Group CEO for approval by the Board and reviewing, upon
the proposal of the Group CEO, the performance framework
for the other GEB members;
iv. Proposing, upon proposal of the Chairman, the Group CEO's
performance assessment for approval by the Board, as well
as informing the Board of the performance assessments of
all GEB members, including the Group CEO;
Proposing, upon proposal the Chairman, the total
compensation for the Group CEO for approval by the Board;
Proposing, upon proposal of the Group CEO, the individual
total compensation for the other GEB members for approval
by the Board.
V.
1 Axel Weber and Reto Francioni did not stand for re-election at the 2022 AGM; indicated are their attended and total meetings up to the 2022 AGM; 2 Colm Kelleher was elected as Chairman and Lukas
UBS Gähwiler to the Board of Directors at the 2022 AGM; indicated are their attended and total meetings after their election 3 Additionally, six ad hoc calls took place in 2022; 4 Refer to the Organization
Regulations of UBS Group AG available at ubs.com/governance, for more information; 5 Additionally, the Compensation Committee held one ad hoc call in 2022
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