Introduction

The corporate governance framework of SoftwareONE Holding AG and SoftwareONE group (collectively, SoftwareONE) is closely aligned with SoftwareONE’s business strategy and follows the rules contained in the Directive Corporate Governance (DCG) of the SIX Swiss Exchange, the Swiss Code of Best Practice for Corporate Governance of économie suisse (Swiss Code) and current market practices that go 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 as follows:

• SoftwareONE’s Articles of Incorporation, defining the legal and organizational framework
• SoftwareONE’s Organizational Regulations (OrgR), revised on 14 July 2021, defining the governance framework of SoftwareONE and the group, including the responsibilities and authorities of the BoD, Chairman, Vice-Chairman, Lead Independent Director (LID), Board committees, the CEO and other individual EB members, as well as relevant reporting procedures. The role of Vice-Chairman and Lead Independent Director can be combined and be performed by the same Board Member.
• SoftwareONE’s charters of the Board committees on audit and on nomination and compensation, outline the duties and responsibilities of each of these committees.
• SoftwareONE’s codes of conduct (CoCs), both revised in November 2021, outline the compliance framework and set 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 is the group-wide integrity line (softwareone.integrityline.org) that provides a reporting channel for suspected wrongdoings.