Introduction

The corporate governance framework of SoftwareONE Holding AG and SoftwareONE group (collectively, SoftwareONE) is structured to be closely aligned with and in optimal support of the company’s business and long-term strategy. In addition to the rules outlined in the Directive Corporate Governance (DCG) of the SIX Swiss Exchange, SoftwareONE further takes into consideration the following guidelines and market standards:

• Swiss Code of Best Practice for Corporate Governance of economiesuisse (Swiss Code)
• Current market practices going beyond the scope of the DCG and the Swiss Code of Obligations
  

The Board of Directors (BoD) is responsible for the ultimate direction of the company and overall oversight, while the Executive Board (EB) is responsible for managing operations. SoftwareONE’s corporate governance principles and procedures are defined by several documents governing the oversight, organization and management of the company, which include:

• SoftwareONE’s Articles of Incorporation (AoI), defining the legal and organizational framework.
• SoftwareONE’s Organizational Regulations (OrgR), defining the governance framework of SoftwareONE and the group, including the responsibilities and authorities of the BoD, Chairman, Vice Chairman (a role removed in 2020), Lead Independent Director (LID), Board committees, the CEO and other individual EB members, as well as relevant reporting procedures.
• SoftwareONE’s charters of the Board committees on audit, which was revised by the BoD on 12 February 2020, as well as on nomination and compensation, outlining the duties and responsibilities of each of these committees.
• SoftwareONE’s codes of conduct (CoCs), outlining its compliance framework and setting out the basic ethical and legal principles and policies the company applies globally for employees and Board members as well as for business partners. Reinforcing the effectiveness of the CoCs and further promoting the basic ethical and legal principles is the group-wide integrity line (softwareone.integrityline.org) introduced in 2020 to provide a reporting channel for suspected wrongdoings.