Introduction

Corporate Governance at SoftwareOne is the manifestation of a deeply engrained belief that long-term value creation can only be achieved with improvements of decision-making processes, transparency, and the implementation of management systems. Together these are all designed to ensure compliance with all laws and regulations. Corporate Governance at SoftwareOne reflects the desire to improve the functioning of the organisation and to continuously introduce new best practices.

The corporate governance framework of SoftwareONE Holding AG and SoftwareOne Group (collectively, SoftwareOne) 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 aligns with current market practices.

The Board of Directors (BoD) is responsible for the ultimate direction of the company and overall oversight and the Executive Board (EB) for managing operations. SoftwareOne’s corporate governance principles and procedures are defined as follows:

• SoftwareOne’s Articles of Incorporation, defining the legal and organisational framework
• SoftwareOne’s Organisational Regulations (OrgR), defining the governance framework of SoftwareOne and the group, including the responsibilities and authorities of the BoD, Chairman, Lead Independent Director (LID), Board committees, the CEO and other individual Executive Board (EB) members, as well as relevant reporting procedures.
• SoftwareOne’s charters of the Board committees on audit and on nomination and compensation, which outline the duties and responsibilities of each of these committees.
• SoftwareOne’s codes of conduct (CoCs), which outline the compliance framework and set out the basic ethical and legal principles and policies the company applies globally to employees and Board members as well as 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.