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Good Governance Code

A. purpose

The present Good Governance Code serves the efficient and long-term realisation of the purpose of the Susy Utzinger Animal Welfare Foundation.
It defines the responsibilities of the Foundation Board and the Executive Board in greater detail and ensures clear management structures.

B. Foundation board

I. Responsibility and Tasks (Art. 5 and 6 of the SUST Foundation Charter)

a) The Foundation Board is the strategic management body and performs the medium- and long-term management and control functions. The Foundation Board bears overall responsibility for the Foundation, in particular for its business activities, the administration and use of the Foundation's funds, risk management and effective controlling.
b) About the provisions of Art. 5 and 6 of the deed of foundation, the Foundation Board is responsible in particular for:
It shall ensure that activities are appropriate to the purpose of the Foundation and its assets.
It defines the Foundation's target groups and defines the strategic direction and the principles of finance, accounting and control.
It steers and monitors the procurement and use of funds necessary for the achievement of the objectives and actively supports the Executive Board in its efforts to raise funds.
It approves the financial plan and the budget.
It regulates the structure and responsibility of the management. It regulates the supervision and control of business activities.
It approves the principles of remuneration for members of the Board of Trustees.
It regularly informs all members of the Foundation Board of its activities and ensures transparency in the use of funds.
c) Tasks that are not expressly assigned to the Executive Board or any other body fall within the remit of the Foundation Board. In case of doubt, the latter shall decide on the allocation of a transaction.
d) The Foundation Board may delegate tasks to the Executive Board while maintaining its supervision and responsibility.

II. Operation

a) The Foundation Board shall determine appropriate structures and procedures for the performance of its tasks.
b) The Foundation Board shall determine the number of annual meetings. If necessary, the President may convene extraordinary meetings.
c) The Foundation Board shall ensure standardised information flows between its members and the administrative office. It regulates the representation of the Supervisory Board in dealings with banks and Swiss Post.

III. Avoidance of conflicts of interest between foundation board and management

a) The members of the Foundation Council and the Executive Board shall ensure that conflicts of interest are avoided.
b) If the interests of the Foundation conflict with the interests of members of the Foundation Board or the Executive Board or persons closely related to them, these interests shall be disclosed to the Foundation Board. In this case, the member concerned shall take a break.
c) Legal transactions of the Foundation with and in particular mandates to members of the Foundation Board shall be concluded and disclosed within the Foundation Board under the same conditions as with third parties.

IV. Delegation of special tasks

a) The Foundation Board may delegate tasks requiring special knowledge or experience within the Foundation's purpose to one or more members of the Foundation Board within the framework of project-related special tasks.
b) The Foundation Board decides on the delegation of special tasks to individual members and regulates the content, conditions and conditions in writing. The delegation of special tasks shall be limited in time.
(c) The transfer of special tasks may not be compensated for more than is customary in the industry.

V. Reimbursements

a) The members of the Foundation Board provide their services free of charge, subject to special expenses. No presidential allowance is paid. Legal representation of the Foundation in civil, administrative and criminal proceedings is carried out by trusted lawyers outside the Foundation Board.
(b) Where compensation is paid exceptionally, the following principles shall apply:
The calculation of the compensation for special tasks within the meaning of Section 5 is based on objectively comprehensible, arbitrary and transparent assessment criteria.
The criteria take into account the non-profit character of the foundation as well as the task, effort, competence, experience, performance and project-related funds of the foundation.
The assessment criteria must be decided by the Foundation Board.
The duration and scope of compensation payments to members of the Foundation Board shall be determined by resolution of the Foundation Board.

VI. Chairmanship

a) The President (the Presidium) shall chair the Foundation Board.
(b) Chair its meetings and ensure that it operates efficiently. In particular, it ensures long-term planning in terms of time and content (agenda-setting) and the orderly processes of preparing and conducting the meeting.
c) It ensures that confidentiality is maintained within the Foundation Board in order to ensure open discussion.
d) It monitors and promotes the implementation of the Foundation Council resolutions by the Executive Board.

VII. Cooperation between the Foundation Council and the Executive Board

a) The Executive Board supports the Foundation Board in its decision-making and implements its decisions.
b) The Executive Board prepares the business of the Foundation Board and implements its resolutions. It thinks and acts with foresight and provides impulses and suggestions.
c) It shall ensure that the Foundation Board is informed in a timely and comprehensive manner of the matters relevant to its tasks.
d) The Executive Board generally participates in meetings of the Foundation Board in an advisory capacity.

C. Management

a) The Executive Board shall manage the administrative office and the operational business efficiently and effectively with regard to the objectives of the Foundation.
b) establish and implement the priorities for achieving the specified goals within the framework of the requirements of the Foundation Board.
c) Members of the Executive Board shall inform the Foundation Board in advance of any appointments of persons close to them or of mandates to such persons.
d) The members of the Executive Board shall ensure that their own management and specialist skills and those of the employees and regularly appointed representatives of the Foundation are appropriately developed.

D. Accounting, control and communication

a) The Foundation Board shall ensure an adequate internal control system and risk management.
b) The Foundation Board, together with the Executive Board, is responsible for transparent communication in a timely and targeted manner.
 
Kollbrunn, 23 February 2010
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