External mandates for members of the Board of Directors and the Executive Board
Mandates outside SoftwareOne of the members of the Board of Directors
SoftwareOne’s Articles of Incorporation (AoI) provide that the company’s BoD is composed of at least three and not more than 12 members, including the Chair of the BoD. No member of the BoD may hold more than four additional mandates in listed companies and more than six mandates in non-listed companies. Mandates within the meaning of this provision shall mean mandates of comparable functions at other companies with an economic purpose. Mandates in different legal entities under common control or owned by the same beneficial owner shall be deemed to constitute a single mandate.
The following mandates are not subject to these limitations:
- Mandates in companies which are controlled by the company or which control the company;
- Mandates held at the request of the company or companies it controls. No member of the BoD or the EB may hold more than 10 such mandates;
- Mandates in associations, charitable organisations, foundations, trusts, and employee welfare foundations. No member of the BoD or the EB may hold more than six such mandates.
All members of the BoD remained within the statutory maximum numbers of outside mandates in listed and non-listed companies and organisations.
The following listing shows all external mandates (audited):
Adam Warby
- Chair of Heidrick & Struggles International, Inc. [listed company]
- Member of the Board of Citation UK [listed company]
- Board advisor to Devoteam
- Senior technology advisor to KKR
Daniel von Stockar
- Owner and Chair of the Board of Directors of von Stockar Immobilien AG
- Member of the Board of Agilentia AG
Marie-Pierre Rogers
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Timo Ihamuotila
- Chief Financial Officer and member of the Group Executive Committee of ABB Ltd [listed company]
- Member of the Board of Oras Invest Oy
José Alberto Duarte
- Chairperson of ProAlpha
- Member of the Board of hallo, Group B.V.
- Chief Executive Officer of Green Upside Ventures, Lda
Isabelle Romy
- Partner at Kellerhals Carrard
- Vice-Chairwoman of the Sanction Commission of SIX Swiss Exchange
- Chairwoman of the Board of Central Real Estate Holding Ltd. and Rhystadt Ltd.
- Member of the Board of Directors of Banque Pictet & Cie SA
Jim Freeman
- Advisory Board member & Advisor to CEO of Yoummday GmbH
- Senior Advisor to Permira Ltd.
- Senior Advisor to Algolia
Elizabeth Theophille
- CEO of EHT Consulting
- Member of the Board of Directors of 8x8, Inc.
Mandates outside SoftwareOne of the members of the Executive Board
According to Art. 21 of the AoI, no member of the EB may hold more than one mandate in a listed company and more than three mandates in non-listed companies. For a description of how SoftwareOne defines mandates and for transitional provisions of newly appointed EB members, please refer to the section Availability and statutory provisions regarding external mandates in the Corporate Governance Report.
Any mandate of a member of the EB in a legal entity outside of SoftwareOne shall be subject to prior approval by the BoD, or the NCC, where delegated.
All members of the EB remained within the statutory maximum number of outside mandates in listed and non-listed companies and organisations.
The following listing shows all external mandates (audited):
Brian Duffy
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Rodolfo Savitzky
- Member of the Board of Directors of EUROAPI S.A. [listed company]
Bernd Schlotter
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Julia Braun
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Neil Lomax (Until October 2023)
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Dieter Schlosser (Until May 2023)
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