Board of Directors

Composition of the Board of Directors

The Nomination and Compensation Committee (NCC) strives for a BoD composition with appropriate professional backgrounds and experience as well as diversity among the members of the BoD, including gender diversity and excluding age or tenure limitations.

During the reporting period, the following members formed part of the BoD. As at 31 December 2024, the BoD consisted of five members.

Individual Board members

External mandates

Availability and statutory provisions regarding external mandates

SoftwareOne’s AoI provide for the company’s BoD is composed of no fewer than three and no 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 or more than six mandates in non-listed companies.

Mandates within the meaning of this provision are mandates for comparable functions at other companies with a commercial purpose. Mandates in different legal entities under common control or owned by the same beneficial owner are deemed to constitute a single mandate.

The following mandates are not subject to these limitations:

1. Mandates in companies that are controlled by the company or that control the company;
2. Mandates held at the request of the company or companies it controls. No member of the BoD or of the EB may hold more than 10 such mandates;
3. Mandates in associations, charitable organisations, foundations, trusts and employee welfare foundations. No member of the BoD or of 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 table shows attendance at meetings as well as outside mandates of BoD members:

Compensation of the Board of Directors

The shareholders’ meeting votes annually on the proposals of the BoD in relation to the maximum aggregate compensation of the BoD for the period until the next ordinary shareholders’ meeting. The compensation of the members of the BoD consists of an annual base fee and an additional amount awarded for duties performed in BoD committees as Chair or ordinary members. In line with Art. 18 of SoftwareOne’s AoI and to ensure the independence of the members of the BoD in executing their supervisory duties, the compensation of the members of the BoD is a fixed amount (i.e., there is no performance-related variable compensation component). Moreover, based on peer group and benchmarking as mentioned in the Compensation Report, compensation is in accordance with best market practice standards.

Effective from the 2020 AGM, the BoD’s total compensation has been paid out 60% in cash and 40% in SoftwareOne shares. The shares allocated as part of the members of the BoD’s total compensation are blocked for a period of three years. The introduction of a share component has further strengthened the long-term focus of the BoD in performing its duties and further aligned its interests with those of SoftwareOne’s shareholders. More details on compensation and post-employment benefits of the BoD can be found in the Compensation Report.

The members of the BoD may only be granted loans and credits up to a maximum amount of CHF 1,000,000 at market-based conditions and in compliance with the applicable rules of abstention. No loans were granted to the BoD members, and no loans are outstanding.

Social security-related payments on behalf of the BoD are limited to legal requirements.

Rules in the articles of association regarding compensation

Please refer to the AoI and the Compensation Report for further information on the additional amount for compensation of members of the EB appointed after the vote of the AGM on compensation, and also loans, credits and pension benefits of Board members and members of the EB. These comply with the rules in the AoI concerning the principles on performance-related compensation and on the allocation of equity securities, conversion and option rights.

Environmental, Social & Corporate Governance (ESG)

The BoD promotes the SoftwareOne ESG initiative launched in 2021 to achieve the company’s ambitions for a sustainable future.

It oversees and supports the employee-driven committees that focus on the purpose, KPIs and strategy of the company’s ESG ambitions, supported by the CEO and the ESG team. To achieve a people-centric approach to its ESG strategy, the ESG team brings together employees from all regions in committees to help the company reach SoftwareOne employees globally, facilitating input from as many different employees as possible.

With BoD oversight, senior leadership has full integration, visibility, and accountability over the ESG programme.

Further details are contained in the Non-Financial Report 2024 of the Annual Report.

Interaction with shareholders and stakeholders

A key mandate of the BoD is to build and maintain ongoing dialogue with its shareholders and other stakeholders. Engagement meetings with investors and proxy advisors on matters beyond financial and strategy issues, such as governance, compensation and corporate social responsibility, are steered by the Chair of the BoD or the Chair of the Nomination and Compensation Committee, supported by the Chief Legal Officer and the Chief Human Resources Officer or the Head of Group Compensation and Rewards.

Specific Board activities during the reporting period

The BoD meets at least six times per year (four quarterly report meetings, an off-site strategy meeting, and a medium-term planning and budgeting meeting); meetings are held in person but can also be held via telephone, video conference or other electronic media. In 2024, the BoD held seven ordinary and, in the second half of the year, 13 extraordinary meetings. Of the seven ordinary BoD meetings, three were held by video conference. An informal strategy meeting, also held in person, addressed how to foster good overall corporate governance. Further focus was placed on company performance and integrity as well as on company strategy and how to best incorporate and deliver technological advances to the company and its customers. In addition, a call with the BoD members is held to approve the motions of the Audit Committee (AC) for the year-end reporting.

During the 2024 financial year, seven ordinary and 13 extraordinary meetings of the BoD were held, with an average length of approximately 2:50 hours. Average attendance at BoD meetings in 2024 was approximately 98% (for individual attendances, see section Availability and External mandates).

In addition to the regular meeting agenda items, in 2024 the BoD specifically focused on topics such as:

• Setting and achieving company targets;
• Comprehensive strategic review addressing the unsolicited takeover approach by Bain Capital;
• Strategy and five-year business plan;
• Customer trends and new technologies, including generative AI products;
• Global talent succession planning;
• ESG strategies and projects;
• Audit Committee, Nomination and Compensation Committee matters;
• Engagement with institutional investors;
• Starting in April 2024, a review to evaluate a potential sale and going private transaction and/or the potential acquisition of the Crayon Group.

Board of Directors’ internal organisation

The legal foundation of the BoD’s responsibilities is provided by Art. 716a of the Swiss Code of Obligations.

The BoD has a supervisory role and takes strategy, finance and personnel decisions in accordance with the law, the AoI and the OrgR. It also supports, advises, and encourages management. The overall guiding principles for the BoD are full accountability to all shareholders and stakeholders of SoftwareOne and an approach marked by a culture of openness and mutual respect.

The BoD has delegated certain responsibilities, including the preparation and execution of resolutions, to two committees. In addition, it drives the strategy and dialogue on the Crayon acquisition with the support of the ad hoc Transaction Committee. Responsibility for the duties and powers assigned to these committees is retained by the BoD.

The BoD has established the following two standing committees:

• Audit Committee (AC);
• Nomination and Compensation Committee (NCC).

Each standing committee consists of a Chair and at least two other members of the BoD. The NCC consists of three members who are elected annually by the General Meeting of shareholders. The duties and authorities of the committees are set out in the Audit Committee Charter, the Nomination and Compensation Committee Charter, respectively, as well as in SoftwareOne’s OrgR. The committees’ operating principles are aligned with and complementary to those applicable to the BoD as a whole.

In addition, the BoD established an ad hoc Transaction Committee in 2024 for support with the evaluation of a potential sale and going private and/or the potential acquisition of the Crayon Group. The ad hoc Transaction Committee comprises BoD members Till Spillmann, Andrea Sieber and Jörg Riboni. In 2024, it met six times, with meetings lasting one hour on average. The ad hoc committee was supported by an external advisor each time it met.

BoD committees are structured non-redundantly, and working topics are clearly assigned and handled by only one committee. The BoD Chair coordinates committee work in case of potential overlaps. All materials used in BoD committee meetings are made available to all BoD members, who are invited to contact the committee Chair, the BoD Chair, or the CEO with any clarifying questions (exceptions may apply to materials of the NCC). The BoD has established the additional key positions of Vice Chair and Lead Independent Director, whose duties and competencies are described in the OrgR in the sections Vice Chair of the Board of Directors and Lead Independent. The functions of the Vice Chair and the Lead Independent Director can be combined and performed by the same BoD member. The Vice Chair or Independent Lead Director will chair the Board and any General Meeting in the absence of the Chair.

Chair of the Board of Directors

The Chair is entrusted with leading and managing the BoD and is responsible for establishing an appropriate structure and governance system that enables the BoD to perform its duties efficiently and in the best interests of the company. The Chair encourages alternative views and constructive dissent, leveraging individual insights of BoD members while keeping the focus on the agenda topics and driving aligned decision-making.

The Chair further represents the opinions and views of the BoD to SoftwareOne’s internal and external stakeholders. In exercising these duties, the Chair is guided by SoftwareOne’s conflict of interest policies and is supported by the Lead Independent Director if required.

In cooperation with the CEO, the Chair ensures the flow of information on all aspects of the company relevant to meeting preparation. Deliberations and decision-making are made available to all members of the BoD. In case of an emergency, when immediate action is required to safeguard the interests of the company, and where a regular BoD resolution cannot be reasonably passed in due time, the Chair, together with the CEO or any other appropriate member of the BoD or the EB, has the power to make all decisions and actions otherwise reserved for the BoD. If the Chair is absent, this power is assigned to the Vice Chair or the Lead Independent Director. The Chair promptly informs all members of the BoD of such decisions and actions, and they are confirmed and properly recorded in the minutes at the next meeting of the BoD.

The power and duties of the BoD Chair are set out in section 3.8 of the OrgR.

Lead Independent Director

The BoD assigns such powers and duties to the Lead Independent Director (LID) as it deems necessary (see Section 3.10 of the OrgR).

The LID has the right and duty to call meetings of the independent BoD members if they deem it necessary, especially if the independent decision-making process seems to be compromised. The LID also acts as the point of contact for BoD members and investors if they have concerns with respect to the independent decision-making process.

The BoD further provides the independent BoD members under the lead of the LID with financial resources to obtain external advice if this is deemed necessary by the LID to foster independent decision-making by the BoD.

Moreover, the LID supports the Chair in governance and strategy-related investor engagements. At the request of shareholders, the LID may carry out these engagements without the Chair.

Board of Directors’ independence assessment

The BoD generally defines the independence of members in line with the provisions of the Swiss Code. Accordingly, all non-executive members of the BoD who have never been a member of the EB (of the company or any direct or indirect subsidiary of the company), or who were members of the EB more than three years ago and have no or comparatively minor business relations with the company (or any direct or indirect subsidiary of the company) are considered independent.

The BoD is committed to ensuring independent decision-making and is aware that BoD members representing large shareholders, even if they are the company’s founders who continue to contribute to its prosperous development, may be considered non-independent. Given that one of the company’s founders is the Chair of the BoD, a Lead Independent Director with far-reaching competencies has been appointed, along with independent Chairs of the Nomination and Compensation Committee and the Audit Committee. Through their casting votes, these two Chairs ensure independent decision-making by both committees.

Independent decision-making/conflict management

The CEO, CFO and, as directed by the CEO, other EB members, are required to attend meetings of the BoD to provide detailed information on the current state of the business and offer their views on strategic questions. EB members have no voting rights and will leave the room in the event of discussions and/or decisions concerning the EB or their own position. A private meeting with BoD members will only be held before or at the end of each Board meeting. In 2024, a private meeting of the BoD members was held after almost every Board meeting, with only a few exceptions.

In 2024, the respective CEO and the CFO participated in all 20 meetings of the BoD. The CEO keeps the members of the BoD informed through regular updates about SoftwareOne’s business performance and material events affecting the company. During BoD meetings, each director may request and receive information from other directors, the CEO, the EB and other persons present on all matters relating to SoftwareOne or its subsidiaries.

In each regular BoD meeting, the Chair of the AC, the NCC and the ad hoc Transaction Committee provide the BoD with an update on the committees’ work.

If a member of the BoD requests information or, to the extent necessary to perform their duties, an examination of the business records outside a meeting, such a request must be addressed to the Board Secretary and be approved by the Chair of the BoD. If the request concerns a potential conflict of interest for the Chair, it is addressed to the BoD for decision.

The BoD has the power to engage external advisors if an outside view is deemed necessary for independent decision-making by the BoD. Third parties (for example legal counsels, auditors or financial and other advisors) are admitted to BoD meetings on an exceptional basis if proposed by a BoD member or by the CEO or the Chief Legal Officer and approved by the Chair. In 2024, the BoD invited external experts to 14 of its meetings, the AC to six of its meetings and the NCC to one of its meetings.

Setting the agenda for the BoD annual cycle and for individual meetings is part of the Chair’s remit. Meeting minutes reflect the deliberations and decisions taken by the BoD including, if requested, dissenting opinions of, and votes cast by, members of the BoD. The Board Secretary will make available to the members of the BoD a copy of the minutes once they have been signed. Members of the BoD may examine the minutes of any meeting at any time.

According to section 9 of the OrgR, each member of the BoD or the EB and any other executive body must conduct their personal and business/financial affairs in such a way that any conflicts with the interest of SoftwareOne are avoided. If there is a potential conflict of interest, the person in question informs the Chair (or if the conflict of interest is with the Chair, the Vice Chair) in writing. The Chair (or if the conflict of interest is with the Chair, the Vice Chair) calls for a decision by the BoD depending on the severity of the conflict.

The BoD deliberates and decides in the absence of the person concerned. Following the unsolicited takeover approach by Bain Capital, Daniel von Stockar ceased his participation in board activities until the 2024 AGM, due to conflicting interests.

Board of Directors renewal and succession

The BoD must perform its duties as a joint decision-making body. Accordingly, the BoD must work as an efficient, effective, and well aligned team. Succession planning and an active renewal process for the BoD are very important to the company. The requirements that prospective BoD candidates must meet in terms of knowledge and experience in various key areas and the industry are constantly changing and subject to increasingly high demands.

The NCC regularly analyses the BoD’s composition to confirm that its members’ qualifications, skills, and experience correspond to the needs of the BoD, subject to an adequate Board size and well-balanced and diverse composition. According to the criteria laid out in the section entitled “Board of Directors’ independence assessment”, a majority of the BoD members should be independent. Directors also need to show significant commitment, integrity, and competence in intercultural communication. Regarding its succession planning, the BoD aims to safeguard the stability of its composition while also renewing the BoD in a judicious way.

Board of Directors’ skill and experience assessment

To support the Board in its renewal and succession activities, the NCC established a skills and experience assessment, which it conducts annually. The following competencies are considered the most relevant for SoftwareOne’s Board:

• Experience in the technology, IT/data and cyber security, and procurement industries;
• Finance, audit, accounting;
• Capital markets transactions;
• CEO and other executive leadership (CFO, CRO or COO) experience in a publicly listed or non-public company;
• Leadership experience as Chair of a Board of Directors or Board of Directors’ committee in a publicly listed or non-public company;
• Human resources management, including compensation;
• Leading business operations in a global and rapidly growing business;
• Governance, legal and compliance;
• Risk management and ESG;
• Artificial intelligence;
• Business and technology innovation.

The NCC reviews these competencies to confirm that the BoD continues to possess the most relevant experience and expertise to perform its duties, ensuring that the leadership of SoftwareOne has the relevant proficiency required for active involvement in, and supervision of, an international listed company. The committee applies these criteria when nominating new members.

The NCC has updated its strategic skills matrix with a focus on aspects such as Board size, diversity, independence, nationality, committee representation and future skills needed to better understand the priorities for future Board recruitments

The strategic skills matrix reflecting the BoD composition as of December 2024 is as follows:

Current Board composition

Board of Directors’ performance assessment

The BoD, in collaboration with the NCC, carries out a regular evaluation of the BoD’s and the BoD committees’ performance as well as the work of the Chair. The Board’s commitment to an open, transparent, and critical boardroom culture forms the basis for this annual review of its own performance and effectiveness.

The purpose of the assessment is to review the BoD’s and the committees’ composition, organisation and processes, the BoD’s responsibilities governed by the OrgR, and the Committee Charters. In addition, the committees assess their performance and evaluate their achievements based on predetermined goals. The outcome of the evaluation feeds into the BoD’s succession planning as described in the section “Board of Directors’ skill and experience assessment”.

Board of Directors’ training and education

Education is an important priority for SoftwareOne’s BoD. Newly elected BoD members attend an onboarding programme tailored to their functions to gain a sound understanding of SoftwareOne’s organisation, business, culture, and environment. In 2024 this was an in-person event. In addition to the induction programme for new members, all Board members attend refresher programmes to update and enhance their knowledge of emerging business trends, risks, and the legal framework. This is also designed to contribute to building a strong and effective culture in the BoD, which is an important pillar of its effectiveness.

Interaction of the Board of Directors with the Executive Board

In accordance with Art. 16 of the AoI and Art. 11.2 of the OrgR, the BoD has delegated the operational management of SoftwareOne and the group entirely to the EB, within the limits permitted by and subject to the powers and duties remaining with the BoD pursuant to the OrgR.

The EB supports the BoD in the performance of its duties and prepares proposals for consideration and decision-making by the BoD. These proposals are related to the following key group responsibilities: long-term strategy, business plan resilience, organisational structure, accounting principles, finance, capital markets, risk management including insurance, HR matters, corporate social responsibility, share capital and financing in general as well as important strategic transactions. BoD resolutions provide appropriate feedback and unambiguous instructions to the CEO and other members of management.

The BoD supervises and monitors the performance of the EB through reporting and controlling processes. The CEO and other EB members regularly provide reports and updates to the BoD. These include information on key performance indicators and other relevant financial data, on current and forward-looking risks and on developments in important markets, the industry and material events. The Chair of the BoD regularly meets with the CEO and other EB members outside of regular BoD meetings, and individual BoD members meet individual EB members with whom they are paired under a structured mentoring programme. SoftwareOne has an information and financial reporting system, with annual targets reviewed by the EB in detail and approved by the BoD. SoftwareOne has adopted and implemented a formal approach to risk management and control, described in more detail in the section Audit Committee.

The BoD remains entitled to resolve any matters that are not delegated to or reserved for the Annual General Meeting of shareholders or another executive body of the company by law, the AoI or the OrgR. Furthermore, the BoD may at any time, on a case-by-case basis or according to a general reservation of powers provided in the OrgR, intervene in the tasks and powers of an executive body and resolve the issue in question itself.

Audit Committee

Key responsibilities and duties

The AC comprises at least three members of the BoD. As at 31 December 2024, the AC comprised three members. The members of the AC and the Chair are appointed annually by the BoD, which aims to appoint non-executive and independent members (as defined in the Swiss Code) of the BoD. The Chair of the AC must be an independent BoD member other than the Chair of the BoD. The members, including the Chair of the AC, should be experienced in financial and accounting matters. The term of office of AC members ends at the conclusion of the next Annual General Meeting. Re-appointments are possible. The AC meets whenever business requires, and at least four times per year.

The AC supports the BoD in the fulfilment of its duties as per Art. 716a CO in the areas of financial controls (supervision of internal and external auditing, monitoring of financial reporting), supervision of persons entrusted with the management of the group (assessing the effectiveness of internal and external control systems), risk management processes and oversight of key non-financial processes (corporate social responsibility and compliance). Its duties and responsibilities are set out in the AC Charter.

Audit Committee activities in the reporting period

In 2024, the AC held nine mostly hybrid meetings, with some members and participants attending physically or by video conference. The meetings were held in February, March, May, June, August, November, and December, and the average length was approximately 3:00 hours. The committee focused on several key areas, including but not limited to the activities described below. Specifically, the AC:

• Strategic review;
• Discussed the coverage of the group audit;
• Reviewed the risk map, including financing and forex risks, and internal and external audit plans;
• Reviewed the tax strategy and effective tax rate;
• Reviewed of treasury strategy, funding and capital structure;
• Reviewed the draft 2023 Annual Report and the draft 2024 Half-Year Report as well as the two draft quarterly trading updates in relation to the first and third quarter of 2024, respectively;
• Reviewed internal policies.

The AC sets the audit plan for a period of several years as well as the scope of the internal and external audits and approves the guidelines for the work of the Internal Audit department and the company’s compliance department. It reviews and approves the internal and external audit plans, changes to the plans, activities, scope, and budget as well as accounting policies. The AC approves the fees for the external auditors and appraises the appropriateness of risk-based estimates and judgements as well as the methods used to account for unusual transactions. Furthermore, the AC defines the organisational structure of the Internal Audit function and sets and reviews the qualifications of the Internal Audit department as deemed appropriate. The AC may hold meetings with representatives of the internal and external auditors without the presence of management. Such meetings must take place at least once per year with the external auditor. In 2024, the AC held all of its nine meetings with the internal auditors, and six meetings with the external auditors.

It is the AC’s responsibility to assess both the performance of the internal and external auditors and their cooperation with one another.

In consultation with management and the external and internal auditors, the AC discusses the integrity of SoftwareOne’s financial reporting processes, management controls, compliance management and the functionality of internal controls, and reviews significant financial risk exposures and the steps taken by management to monitor, control and report such exposures.

The Head of Internal Audit and the Chief Legal Officer have a direct reporting line to the AC in case of significant compliance issues with the potential for major financial or reputational damage, including issues concerning management. The AC has direct access to the Internal Audit department and may obtain all the information it requires from the department, including direct access to employees. The AC ensures that it receives regular information from both the internal and the external auditors. The AC has higher-level oversight of internal and external auditing.

Interactions with the Executive Board

The AC regularly invites the CEO, the CFO, and other members of the EB or, subject to prior notification of the responsible member of the EB, members of the company’s management or other key employees to its meetings, as deemed desirable or appropriate. In addition, other executive officers/employees of the company or its subsidiaries participate in meetings of the AC on a consultative basis if invited by the AC Chair or, in their absence, a member of the AC. Third parties may also be invited to participate in meetings of the AC on a consultative basis. In 2024, SoftwareOne’s CFO participated in all nine AC meetings.

Risk management

The BoD is responsible for overseeing SoftwareOne’s risk management and internal control systems and has mandated the AC with this task. The AC monitors the strategic risk management processes and reviews the risk management framework against the company’s risk management strategy, providing recommendations and appropriate mitigations. It further assesses the robustness of the company’s risk management policies and processes related to the risk management strategy. These systems provide appropriate security against significant inaccuracies and material losses.

Risks are identified using a variety of methods, including a formal enterprise risk assessment. This assessment considers whether key (emerging) risks that could impact the achievement of SoftwareOne’s strategic objectives are being appropriately managed.

The assessment results are included in a risk register, which considers the gross risk (without mitigation measures) and the net risks (with and without mitigation measures including controls). An internal controls system is in place for financial risks, in which control owners attest to the effectiveness of their controls and provide supporting evidence. The updated risk register is discussed and reviewed with the AC at least once per year. The company applies a three-line defence model to ensure that effective risk management is in place.

First line:

• Leaders and employees who are responsible for identifying and managing risk as part of their accountability to achieve objectives.
• Effective internal controls on day-to-day processes.

Second line:

• Functions overseeing or specialising in compliance or risk management.
• Policies, frameworks, tools, techniques, and other support to enable effective risk and compliance management.

Third line:

• Internal audit function and the external auditors providing independent and objective assurances, and consulting services.
• Reports to AC with risk-based approach, evaluating the design and operating effectiveness of policies, procedures, and controls.
• Scope: enterprise-wide, including finance, operations, and technology.

On the basis of its risk management oversight activities, the AC makes proposals to the BoD regarding the company’s corporate governance, compliance, and corporate responsibility framework. The AC also assesses the effectiveness of the internal control system in relation to key financial processes, formulates a view on the situation concerning compliance with applicable standards and guidelines, and develops these further.

The group risk management function is embedded throughout the business and ensures an integrated approach to managing current and emerging threats. Risk management plays a key role in business strategy and planning discussions. At SoftwareOne, the group risk management function falls within the remit of the CFO.

Strategic risk management has identified key areas of risks that are constantly monitored by group risk management and the AC. The following key strategic risk categories have been identified:

Strategic business risks, e.g.:

• Economic crisis;
• Significant losses of the value chain in software & cloud;
• Slow innovation;
• Stalled growth of service models;
• Slow multivendor model adoption;
• ESG risks.

Operational risks, e.g.:

• IT security, including cyber and data;
• IT applications;
• Customer security breaches in cloud consumption;
• Operational excellence issues (scalable and efficient business model).

Financial risks, e.g.:

• Unhedged market risk;
• Accounts receivable risk;
• Currency fluctuation risk;
• Breach of bank covenants;
• Transfer pricing;
• Tax risks;
• Performance measurement and controlling.

Legal and compliance risks, e.g.:

• Non-conformity, illegal acts, internal or external fraud;
• Reputational risk;
• Professional liabilities with service business;
• Non-compliance with laws and regulations, including stock market regulations;
• Internal or external fraud.

Risk management is carried out by line management, controlled by the CFO in accordance with policies approved by the BoD, and reviewed and supervised by the AC. Key risks are identified, evaluated, and managed in close cooperation with the group’s operating units. The BoD provides written principles for overall risk management, as well as written policies covering specific areas within the risk categories.

The company’s risk management system covers the entire application management process for all local and global IT systems, and ensures the regular monitoring and updating of its IT systems and processes to ensure reliability, business continuity and performance.

SoftwareOne is certified to international standards for systems management, including ISO 9001:2015 for quality management systems, ISO 14001:2015 for environmental management systems, ISO/IEC 27001:2013 for information security management, ISO/IEC 27701:2019 for privacy information management systems and ISO/IEC 27017:2015 for Brazil and India on information security controls for cloud services.

Quality audits are an integral part of SoftwareOne’s quality management system and cover the control of established processes to fulfil all required regulatory industry standards.

The AC periodically monitors SoftwareOne’s risk assessment and assesses the proposed risk mitigation measures proposed by the EB on at least an annual basis.

Audit of non-financial and ESG topics

A key non-financial risk for SoftwareOne is IT security. Hence assessment of performance against an IT security framework is an important ongoing task for Internal Audit. To ensure that the appropriate specialists in Internal Audit can conduct their assessments according to the highest and latest industry standards, SoftwareOne provides the relevant training and resources required by Internal Audit.

A material component of the ESG programme has been the definition of science-based targets and their validation by the Science Based Target Initiative (SBTi). During 2024, the ESG team worked on improving data quality and collection, which is the basis for target-setting aligned with SBTi. Once the targets are set, validated and published, Internal Audit will regularly review and monitor progress in collaboration with the ESG team.

Nomination and Compensation Committee

Key responsibilities and duties

As at 31 December 2024, the NCC comprised three members. The members of the NCC are each elected annually and individually at the shareholders’ meeting. Their term of office ends at the conclusion of the next ordinary shareholders’ meeting, and re-election is possible. The Chair of the NCC is appointed by the BoD. The Chair of the NCC is always an independent member of the BoD, and there is an independent majority in the NCC (with the casting vote of the Chair).

If there are vacancies in the NCC, the BoD may appoint substitute members from its members for a term of office extending until the conclusion of the next ordinary shareholders’ meeting. The NCC meets whenever business requires, and at least three times per year.

The NCC has the powers and duties of a compensation committee as defined under Swiss law as well as the powers and duties as provided in Art. 15 para. 5 of the AoI and the NCC Charter. The overall responsibility for the duties and powers assigned to the NCC remains with the BoD. The NCC regularly reports to the BoD on its activities and submits the necessary proposals. Details of the compensation policies and principles can be found in the Compensation Report 2024.

Nomination and Compensation Committee activities in the reporting period

The NCC held 11 meetings in 2024, all by video conference. The average length of these calls was approximately 1:20 hours. The committee focused on several key areas, including:

• Providing guidance on composition and succession planning of the BoD;
• EB succession planning, including CFO-search;
• Appointing a new CEO and a new President Software & Cloud;
• A compensation framework including compensation levels and benchmark analysis for the EB and BoD;
• Preparing compensation decisions, including the setting of short-term incentive and long-term incentive targets, short-term incentive pay-outs, long-term incentive grants and salaries for EB members;
• Diversity review;
• EB succession planning;
• External mandates review.

The NCC’s work on compensation-related matters is described in detail in the SoftwareOne Compensation Report.

Nomination and Compensation Committee interactions

The NCC regularly invites the CEO to its meetings and may invite other members of the EB or, subject to prior notification of the responsible member of the EB, members of the company’s management, as it deems desirable and appropriate for the proper fulfilment of its tasks.

The CEO or other members of the EB may not be present when the NCC reviews the compensation or other aspects of the employment of the relevant person. The Chair of the BoD or the NCC Chair is not present when the NCC reviews their compensation. In 2024, the CEO participated in two of the five meetings of the NCC. The NCC regularly consults the Chief Human Resources Officer to develop and recommend appropriate actions to the BoD.

In the process of evaluating SoftwareOne’s performance against predetermined compensation-relevant performance metrics, the NCC generally consults with the Chair of the AC annually to obtain information on the relevant metrics.

To further develop the compensation system, in particular the Short- and Long-Term Incentive schemes reviews, the NCC worked together with the external service provider HCM Hostettler & Company (HCM). This was the only business relationship and mandate of SoftwareOne with HCM.