The Board of Directors of Ciba defines the strategic direction and supervises the overall affairs of the Company, while the implementation of strategies and the day-to-day management is vested in the Executive Committee. The Board meets at least six times per year and has formed four standing Board Committees – Audit, Finance, Human Resources and Nomination and Compensation Committee.

The Board commits itself to maintaining the highest standards of integrity and transparency in its governance of the Company, reflecting recent developments in corporate governance principles including the Swiss Code of Best Practice. The Board believes that it is in compliance with well-recognized corporate governance standards, in particular with regard to:

• A Lead Director (to complement the Chairman of the Board) entitled to convene on his own and chair meetings of the Board; in addition, the Lead Director chairs the Compensation Committee; based on interviews with other Board Members, he prepares a review of the Chairman. He also directs meeting modules without the Chairman being present.
  
  
• Broad supervisory and reviewing powers for the Board, directly supported by Internal Audit.
  
  
• Board Members who are non-executive and independent of the Company, with the exception of the Chairman.
  
  
• Board Committees with a majority of non‑executive, independent directors.
  
  
• Having an Audit Committee and Compensation Committee exclusively comprised of non‑executive and independent directors.
  
  
• The Board performing an annual assessment of itself.
  
  
• Providing continuous and comprehensive information to Board Members including periodic and yearly reports prepared by management on finances, strategies, research and development, production planning and risk management.