Introduction

The Corporate Governance structure at SoftwareOne Holding AG and SoftwareOne Group (collectively, SoftwareOne) is a solid basis from which the company is able to efficiently address changes and unexpected developments, benefitting from clear decision-making processes and effective management systems. These are designed to support the optimal functioning of the organisation and to ensure compliance with all laws and regulations. The company’s Corporate Governance encourages SoftwareOne to continue striving for excellence and to persistently review best practices. The Corporate Governance framework of 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), aligning 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 (AoI), defining the legal and organisational framework
• SoftwareOne’s Organisational Regulations (OrgR), defining the governance framework of SoftwareOne, including the responsibilities and authorities of the BoD, Chair, Lead Independent Director (LID), Board committees, the Chief Executive Officer (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 secure reporting channel for suspected wrongdoings and for supply chain violations.