Board of Directors, Executive Committee,
and Compensation

3. Board of Directors

As per December 31, 2010, the Board of Directors of Adecco S.A. consisted of nine members.

3.1 Biographies of members of the Board of Directors

The following sets forth the name, year of birth, entry date, terms of office, nationality, professional education, and principal positions of those individuals who served as members of the Board of Directors as of December 31, 2010:

Rolf Dörig
Chairman

Rolf Dörig

Chairman

  • Swiss national, born 1957. Rolf Dörig has been Chairman since January 1, 2009, and a member of the Board of Directors since May 2007. He was a member of the Nomination & Compensation Committee from May 2007 until the end of 2008, and of the Corporate Governance Committee until May 2008. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • Rolf Dörig obtained a doctorate degree in law (Dr. iur.) from the University of Zurich, Switzerland, and was subsequently admitted to the Bar.
  • After joining Credit Suisse in 1986, he held a number of executive positions in various areas of banking and different geographical markets. As a member of the Group Executive Board, he was assigned responsibility for Swiss corporate and retail banking from 2000 onwards. In 2002, he held the position of Chairman, Switzerland. Rolf Dörig was Chief Executive Officer of the Swiss Life Group from November 2002 until May 2008, when he was elected to the Board of Directors.
  • Rolf Dörig is Chairman of the Board of Directors of Swiss Life Holding AG 1, Vice-Chairman of the Board of Directors of Kaba Holding AG 1, Chairman of the Board of Directors of Danzer AG, all in Switzerland. Furthermore, Rolf Dörig is a member of the Board Committee of economiesuisse, Switzerland.

1 Listed company.

Thomas O’Neill
Vice-Chairman, member of the Audit Committee

Thomas O’Neill

Vice-Chairman, member of the Audit Committee

  • Canadian national, born 1945. Thomas O’Neill has served as Vice-Chairman of the Board of Directors since January 1, 2009, as a member of the Board of Directors and of the Audit Committee since June 2004, and as a member of the Corporate Governance Committee from May 2006 to May 2010. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • Thomas O’Neill graduated with a Bachelor of Commerce degree from Queen’s University in Kingston, Ontario, Canada. He obtained his designation as FCA in 1988. In 2005, he was granted an honorary doctorate degree in law (LL.D.) by Queen’s University, Kingston, Canada.
  • Thomas O’Neill joined the audit staff of Price Waterhouse in Toronto in 1967, and became a partner in 1978. Until his departure in 2002, he held various leadership positions in both the Canadian firm (Toronto) and in the global firm (New York), including the position of CEO and Chairman of PwC Consulting (global). Thomas O’Neill was a member of the Board of Dofasco Inc., Canada, from May 2003 to February 2006, and of the Ontario Teachers’ Pension Plan from January 2003 until April 2007. Thomas O’Neill was Vice-Chairman of Queen’s University, Kingston, Ontario, (Canada), from 2004 to 2006, and a member of the International Monetary Fund’s External Audit Committee (from January 2008 until November 2010).
  • Thomas O’Neill is Chairman of the Board of BCE Inc. 1 and is a member of the Board of Loblaw Companies Ltd 1, Nexen Inc. 1 and Bank of Nova Scotia (Scotiabank) 1, all in Canada.
  • Furthermore, he is Vice Chairman of the Board of Trustees of St. Michael’s Hospital, Canada.

1 Listed company.

Andreas Jacobs
Chairman of the Nomination and Compensation Committee

Andreas Jacobs

Chairman of the Nomination and Compensation Committee

  • German national, born 1963. Andreas Jacobs has been a member of the Board of Directors since May 2006, and Chairman of the Nomination & Compensation Committee since May 2008. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • After studying law at the universities of Freiburg and Munich (Germany) and Montpellier (France), Andreas Jacobs obtained a doctorate degree (Dr. iur.) in European competition law from the University of Freiburg, Germany. He also holds an MBA from INSEAD in Fontainebleau, France.
  • Andreas Jacobs has been an independent entrepreneur since 1992, with a stake in several European and North American companies. From 1991 to 1993, he worked as a consultant and project manager at Boston Consulting Group in Munich, Germany.
  • Andreas Jacobs is Executive Chairman of Jacobs Holding AG, Chairman of Barry Callebaut AG 1, Chairman of Infront Sports & Media AG, Minibar AG, Jacobs Venture AG, Triventura AG, Spectramedia AG, and of Niantic Finance AG, all in Switzerland. He is Chairman of Maine Chance Farms Pty Ltd., South Africa. Furthermore, he is a member of the Board of Directors of various smaller private companies.

1 Listed company.

Francis Mer
Chairman of the Corporate Governance Committee, member of the Nomination and Compensation Committee

Francis Mer

Chairman of the Corporate Governance Committee,
member of the Nomination and Compensation Committee

  • French national, born 1939. Francis Mer has been a member of the Board of Directors, Chairman of the Corporate Governance Committee and a member of the Nomination & Compensation Committee since June 2004, and a member of the Audit Committee from May 2006 to May 2010. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • A graduate of the Ecole Polytechnique in Paris, France, Francis Mer joined the Saint-Gobain Group in 1970. He was appointed Chairman and Chief Executive Officer of Pont-au-Mousson S.A. in 1982. From 1986 to 2002, he was Chairman of the steel group Usinor Sacilor. Chairman of Eurofer from 1990 until 1997. He served as Chairman of the International Iron and Steel Institute from 1997 to 1998. In 2002, Francis Mer served as Co-Chairman of the Board of Arcelor S.A., Luxembourg. In 2005 and 2006, he was a member of the Board of Directors of Alstom S.A., France, and Inco Ltd, Canada.
  • Francis Mer was French Minister of Economy, Finance and Industry from May 2002 until March 2004, and is a Commandeur de la Légion d’Honneur.
  • Francis Mer is Chairman of the Supervisory Board of Safran S.A. 1, member of the Supervisory Board of Rhodia S.A. 1, and member of the Board of LFB S.A., all in France. Furthermore, Francis Mer is a member of the Supervisory Board of Fondation pour l’Innovation Politique and Chairman of the Foundation Condorcet, both in France.

1 Listed company.

Judith A. Sprieser
Member of the Nomination and Compensation Committee

Judith A. Sprieser

Member of the Nomination and Compensation Committee

  • United States national, born 1953. Judith A. Sprieser has been a member of the Board of Directors and of the Nomination and Compensation Committee since May 2008. Her one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • Judith A. Sprieser holds a Bachelor of Arts degree in linguistics and an MBA from Northwestern University, USA.
  • From 1987 until May 2000, Judith A. Sprieser held various senior executive positions at Sara Lee Corporation, USA. From 2000 to 2005, she was the Chief Executive Officer of the technology software and services company Transora, Inc., USA. Until the end of 2010, Judith A. Sprieser was a non-executive director of USG Corporation 1, USA.
  • Judith A. Sprieser currently serves as a non-executive director of Allstate Insurance Company 1, USA, Experian plc 1, Ireland, Intercontinental Exchange Inc. 1, USA, Reckitt Benckiser plc 1, UK, and of Royal Ahold, N.V. 1, the Netherlands.
  • Judith A. Sprieser is a member of the Board of Trustees of Northwestern University, USA.

1 Listed company.

Alexander Gut
Member of the Audit Committee, member of the Corporate Governance Committee

Alexander Gut

Member of the Audit Committee, member of the Corporate Governance Committee

  • British & Swiss national, born 1963. Alexander Gut has been a member of the Board of Directors since May 2010. He has been serving on the Audit Committee and on the Corporate Governance Committee since May 2010. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • Alexander Gut obtained a doctorate degree in business administration (Dr. oec. publ.) from the University of Zurich, Switzerland, and is a Swiss Certified Accountant.
  • Alexander Gut held leading positions at KPMG, and in his latest role he was a member of the Executive Committee and Head of Audit Financial Services Switzerland from 2005 to 2007. From 2001 to 2003, he was in charge of the global M&A consulting network for the financial services industry at Ernst & Young in Zurich.
  • Alexander Gut is the founder and managing partner of Gut Corporate Finance AG, Switzerland.

Jakob Baer
Chairman of the Audit Committee, member of the Corporate Governance Committee

Jakob Baer

Chairman of the Audit Committee, member of the Corporate Governance Committee

  • Swiss national, born 1944. Jakob Baer has served as member of the Board of Directors, as well as Chairman of the Audit Committee, and member of the Corporate Governance Committee since October 2004. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • Jakob Baer obtained a doctorate degree in law (Dr. iur.) from the University of Berne, Switzerland, and was subsequently admitted to the Bar.
  • He was a member of the executive team of KPMG Switzerland from 1992 until 1994. From 1994 to 2004, he held the position of Chief Executive of KPMG Switzerland, and was a member of KPMG’s European and International Leadership Board.
  • Jakob Baer is board member of Allreal Holding AG 1, Barry Callebaut AG 1 (as of December 2010), Rieter Holding AG 1, Stäubli Holding AG, Swiss Re 1 and of a smaller private company, all in Switzerland.

1 Listed company.

David Prince
Member of the Audit Committee

David Prince

Member of the Audit Committee

  • British national, born 1951. David Prince has been a member of the Board of Directors since June 2004. He has been serving on the Audit Committee from June 2004 to April 2006 and from May 2008 onwards, and on the Corporate Governance Committee from June 2004 to May 2006. His one-year term of office ends on the day of the General Meeting of Shareholders in 2011.
  • David Prince is an associate member of the Chartered Institute of Management Accountants (CIMA) and the Chartered Institute of Purchasing and Supply (CIPS).
  • He started his career in the oil and gas industry as part of a management trainee scheme at British Gas, later attending business school in the UK. Following accountancy roles at Philips Industries and TRW, he joined Cable & Wireless, holding accountancy, general management and group marketing positions in the UK and in Hong Kong. From 1994 to 2000, he worked for Hong Kong Telecom plc (HKT) as Group Finance Director, followed by an appointment as Deputy CEO. In 2000, David Prince became Group CFO of PCCW plc, Hong Kong. From 2002 to 2004, he worked for Cable & Wireless as Group Finance Director.
  • David Prince is a member of the Board of Directors and Chairman of the Audit Committee of ARK Therapeutics 1, UK, and is a member of the Board of Directors of SmarTone Telecommunications Holdings Ltd 1, Hong Kong.

1 Listed company.

Wanda Rapaczynski
Member of the Corporate Governance Committee

Wanda Rapaczynski

Member of the Corporate Governance Committee

  • United States national, born 1947. Wanda Rapaczynski has been a member of the Board of Directors and of the Corporate Governance Committee since May 2008. Her one-year term of office ends on the day of the 2011 General Meeting of Shareholders.
  • Wanda Rapaczynski holds a Master’s degree in management from Yale University, USA, and a PhD in psychology from the City University of New York, USA. Wanda Rapaczynski was a postdoctoral fellow at the Educational Testing Service at Princeton University, USA. Between 1980 and 1982, she held the position of Project Director at the Family Television Research and Consultation Center at Yale University, USA. She held leading positions at Citibank and was co-founder and Chief Executive Officer of the Polish media group Agora S.A., Poland, where she currently serves on the Supervisory Board and as head of the Compensation Committee.
  • Wanda Rapaczynski is a Member of the Board of Trustees and head of the Audit Committee of the Central European University in Budapest, Hungary. She is a member of the International Advisory Boards of Yale University, USA, and The Brookings Institution, Washington, D.C., USA. She is a member of the Polish group in the Trilateral Commission.

3.2 Other activities and vested interests of the Board of Directors

Except those described in section 3.1 “Biographies of members of the Board of Directors”, no permanent management/consultancy functions for significant domestic or foreign interest groups and no significant official functions or political posts are held by the members of the Board of Directors of Adecco S.A. The Board of Directors assesses the independence of its members.

As per December 31, 2010, all members of the Board of Directors were non-executive. The members of the Board of Directors do not have important business connections with Adecco S.A. or with any of its subsidiaries or affiliates.

The Company provides services in the normal course of business at arm’s length terms to entities that are affiliated with certain of its officers, Board members, and significant shareholders through investment or Board directorship.

3.3 Cross-involvement

Section 3.3 of the Directive on Information Relating to Corporate Governance of SIX Swiss Exchange has been deleted from the Directive without replacement.

3.4 Elections and terms of office

Pursuant to the Articles of Incorporation, the Board of Directors consists of five to nine members (Art. 20 sec. 1 of the Articles of Incorporation; Internet: www.aoi.adecco.com). Members of the Board of Directors are elected for a term of office of one year, until the date of the next Annual General Meeting of Shareholders, and may be re-elected for successive terms (Art. 20 sec. 2 and 3 of the Articles of Incorporation; Internet: www.aoi.adecco.com). Adecco S.A.’s Articles of Incorporation do not limit the number of terms a member may be re-elected to the Board of Directors. Candidates to be elected or re-elected to the Board of Directors are proposed by the Board of Directors to the General Meeting of Shareholders.

3.5 Internal organisation structure

The Board of Directors holds the ultimate decision-making authority of Adecco S.A. for all matters except those reserved by law or the Articles of Incorporation to the shareholders. It determines the overall strategy of the Company and supervises the management of the Company. The Board of Directors operates under the direction of the Chairman and the Vice-Chairman who are appointed by the Board of Directors. As of December 31, 2010, the Board of Directors is composed of nine non-executive members. The agenda of the Board of Directors’ meetings is set by the Chairman. Any member of the Board of Directors may request that an item be included on the agenda. Members of the Board of Directors are provided, in advance of meetings, with adequate materials to prepare for the items on the agenda. The Board of Directors recognises the importance of being fully informed on material matters involving the Company and seeks to ensure that it has sufficient information to make appropriate decisions through, at the decision of the Chairman, inviting members of the management or other individuals to report on their areas of responsibility, conducting regular meetings of the respective committees (the Audit Committee, the Corporate Governance Committee, and the Nomination & Compensation Committee) with management, and retaining outside consultants and external auditors where appropriate, as well as through regular distribution of important information to its members. Decisions are taken by the Board of Directors as a whole, with the support of its three committees. The Chairman has no casting vote. If a member of the Board of Directors has a personal interest in a matter, other than an interest in his/her capacity as a shareholder of Adecco S.A., such member shall abstain from voting, where adequate. Amongst others, the Board of Directors has established Statements of Policy on Insider Trading as well as on Conflicts of Interest. The compliance with all Statements of Policy is closely monitored.

Each committee has a written charter outlining its duties and responsibilities, and regularly meets with management and, where appropriate, outside consultants. Committee members are provided, in advance of meetings, with adequate materials to prepare for the items on their agenda.

In 2010, the Board of Directors held ten meetings and phone conferences.

Attendance at meetings and phone conferences during 2010:

 

Full Board
of Directors

Audit
Committee

Corporate
Governance
Committee

Nomination &
Compensation
Committee

 

 

 

 

 

Number of meetings in person

6

4

4

4

Number of phone conferences

4

5

 

 

Average duration in hours

 

 

 

 

• Meetings in person

5 hrs

3 hrs

1 hr

1 hr

• Phone conference

½ hr

¾ hr

 

 

 

 

 

 

 

Jakob Baer

10

9

4

 

Rolf Dörig

10

3 [1]

 

2 [1]

Alexander Gut [2]

6

4

2

 

Andreas Jacobs

10

 

 

4

Francis Mer [3]

10

5

4

4

Thomas O’Neill [4]

8

8

2

 

David Prince

10

9

 

 

Wanda Rapaczynski

10

 

4

 

Judith A. Sprieser

10

 

 

4

[1]Guest, without voting right.

[2]Member of the Board of Directors as of May 11, 2010.

[3]Member of the Audit Committee until May 10, 2010.

[4]Member of the Corporate Governance Committee until May 10, 2010.

The Board of Directors has discussed and assessed its own and its members’ performance. The Board of Directors concluded that the Board performed well and has the necessary resources and capacities available.

3.5.1 Audit Committee (“AC”)

The AC’s primary responsibility is to assist the Board of Directors in carrying out its responsibilities as they relate to the Company’s accounting policies, internal controls, and financial reporting practice, thus overseeing management regarding the:

  • Integrity of the Company’s financial statements and other financial reporting and disclosure to any governmental or regulatory body and to the public and other users thereof;
  • Adequacy and effectiveness of the systems of the Internal Controls Over Financial Reporting (ICOFR) and of the disclosure controls;
  • Performance of the Company’s internal audit function;
  • Qualifications, engagement, compensation, independence, and performance of the Company’s independent auditors, their conduct of the annual audit and interim reviews, and their engagement for any other services (refer to section 8. “Auditors”); and
  • The Company’s compliance with legal and regulatory requirements relating to accounting, auditing, financial reporting, and disclosure, or other financial matters.

In 2010, the AC held nine meetings and phone conferences. For specific subjects, the CEO represents the Executive Committee in the meetings. The CFO, the Head of Group Accounting, the Head of Group Internal Audit, and the partners of the external auditors typically participate in the meetings.

As of December 31, 2010, the members of the AC were:

Name

Position

 

 

Jakob Baer

Chairman of the AC

Alexander Gut

Member

Thomas O’Neill

Member

David Prince

Member

3.5.2 Corporate Governance Committee (“CGC”)

The CGC’s primary responsibility is to assist the Board of Directors in carrying out its responsibilities as they relate to Corporate Governance principles. The CGC is charged with developing and recommending appropriate Corporate Governance principles and independence rules to the Company, including principles and measures on Corporate Responsibility as well as reviewing and reassessing such principles and rules to ensure that they remain relevant and in line with legal and stock exchange requirements. Recommendations as to best practice are also reviewed to ensure compliance.

In 2010, the CGC held four meetings. For specific subjects, the CEO represents the Executive Committee in the meetings. The Chief Human Resources Officer and the Head of Group Compliance typically participate in the meetings.

As of December 31, 2010, the members of the CGC were:

Name

Position

 

 

Francis Mer

Chairman of the CGC

Jakob Baer

Member

Alexander Gut

Member

Wanda Rapaczynski

Member

3.5.3 Nomination & Compensation Committee (“NCC”)

The NCC’s primary responsibility is to assist the Board of Directors in carrying out its responsibilities as they relate to the Company’s nomination and compensation matters. The NCC is primarily responsible for the adequacy of the following functions:

  • Providing recommendations to the Board of Directors regarding the general compensation policy of the Company, including incentive compensation plans and equity-based plans. Providing recommendations to the Board of Directors regarding the selection of candidates for the Executive Committee, the terms of their employment, and the evaluation of their performance;
  • Reviewing and approving the objectives relevant to the compensation of the Executive Committee and a further group of senior managers;
  • Assuring talent management including retention and succession planning; and
  • Establishing criteria for the selection of candidates and recommend candidates for election or re-election to the Board of Directors, including candidates for committees of the Board of Directors, and including recommendations on compensation of the members of the Board of Directors.

In 2010, the NCC held four meetings. For specific subjects, the CEO represents the Executive Committee in the meetings. The Chief Human Resources Officer typically participates in the meetings. Members of the management do not participate in NCC meetings when their individual compensation matters are discussed.

As of December 31, 2010, the members of the NCC were:

Name

Position

 

 

Andreas Jacobs

Chairman of the NCC

Francis Mer

Member

Judith A. Sprieser

Member

3.6 Responsibilities of the Board of Directors and the Chief Executive Officer (“CEO”)

In addition to the determination of the overall strategy of the Company and the supervision of management, the Board of Directors addresses key matters such as acquisitions, long-term financial commitments, management structure, risk management, budget approval, compensation policy, corporate identity policy, guidelines, and policy statements. The Board of Directors approves the strategy and objectives of the Company and the overall structure of Adecco developed by the CEO together with the Executive Committee. With the support of the AC, it reviews and approves the statutory financial statements of Adecco S.A. and the consolidated accounts of the Company. The Board of Directors also considers other matters of strategic importance to the Company. Subject to the powers reserved to the Board of Directors, the Board of Directors has delegated the coordination of the day-to-day business operations of the Company to the CEO. The CEO is responsible for the implementation of the strategic and financial plans as approved by the Board of Directors and represents the overall interests of the Company vis-à-vis third parties.

3.7 Information and control instruments

The Board of Directors’ instruments of information and control vis-à-vis management consist of the following main elements:

  • All members of the Board of Directors regularly receive information about current developments.
  • The CEO reports to the Chairman of the Board of Directors on a regular basis, while extraordinary events are communicated immediately.
  • Formal meetings of the Board of Directors and of the Board’s Committees including sessions with the CEO and with other members of the Executive Committee or other individuals, at the invitation of the Chairman.
  • Informal meetings and phone conferences between members of the Board of Directors and the CEO, as well as with other members of the Executive Committee.
  • The management information system of the Company which includes (i) the monthly financial results including key performance indicators and (ii) a structured quarterly operational review of the major countries. Summarised consolidated monthly reports are distributed to each member of the Board of Directors; further details are provided to the members of the Board of Directors upon request.
  • The Internal Audit function as established by the Board of Directors; the Head of Group Internal Audit reports to the Audit Committee; the responsibilities of Internal Audit are defined by the Audit Committee as part of their oversight function in coordination with the CEO and CFO. Internal Audit is concerned with the assessment of how the Company (i) complies with pertinent laws, regulations and stock exchange rules relating to accounting, auditing, financial reporting and disclosure or other financial matters and (ii) conducts its related affairs and (iii) maintains related controls.
  • The Company has a risk management process in place which focuses on managing risks as well as identifying opportunities. The process is embedded in the Company’s strategic and organisational context and covers the significant risks for the Company including financial, operational and strategic risks. The Board oversees the management’s risk analysis and the measures taken based on the findings of the risk review process.
  • External Audit: Refer to section 8. “Auditors”.