Introduction

The Corporate Governance structure at SoftwareOne Holding AG and SoftwareOne Group (collectively, SoftwareOne) provides a solid foundation for the company to efficiently address changes and unexpected developments, while benefitting from clear decision-making processes and effective management systems. These processes and systems 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 consistently review best practice. The Corporate Governance framework of SoftwareOne follows the rules contained in the Directive Corporate Governance (DCG) of the SIX Swiss Exchange and the economiesuisse Swiss Code of Best Practice for Corporate Governance (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, while the Executive Board (EB) is responsible for managing operations. SoftwareOne’s Corporate Governance principles and procedures are defined in the following documents:

• SoftwareOne’s Articles of Incorporation (AoI), defining the legal and organisational framework
• SoftwareOne’s Organisational Regulations (OrgR), defining its governance framework, including the responsibilities and authorities of the BoD, Chair, Lead Independent Director (LID), Board committees, the Chief Executive Officer (CEO) and other individual 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. The group-wide integrity line (softwareone.integrityline.io) reinforces the effectiveness of the CoCs, providing a secure reporting channel for suspected wrongdoings and supply chain violations.