Corporate Governance

Including the three members of the committee of the board, the board of directors consists of 13 members who are elected by the cantonal parliament for a four-year term of office. Their total period of office is limited to 12 years and in any event ends upon their reaching the age of 70. The most important responsibilities of the board of directors include setting out the principles of corporate strategy, the mission statement, business strategy and organisational structure, approving the quarterly reports, annual report and annual financial statements, deciding on the annual distribution of profit to the canton and its municipalities, taking note of large risk items and hiring and dismissing members of the executive board.

The three full-time members of the committee of the board are the executive members of the board of directors. They form an independent body and are elected by the cantonal parliament for a four-year term of office. There is no restriction on the period of office for members of the committe of the board. Re-election is possible. If a member of the committee of the board reaches the age of 65 during his or her term of office, such period of office will end upon the expiry of the term of office. The most important responsibilities include direct supervision of the executive board, the appointment and dismissal of members of the executive board (with the exception of branch managers), approving loans which exceed a certain amount, approving the executive board's monthly reports and taking note of large risk items.

The board of directors establishes various committees for the preparation and implementation of its resolutions. These are the audit, risk management, compensation & personnel committees, as well as the IT committee.

The running of day-to-day business is the responsibility of the executive board. It implements the resolutions of the board of directors. The executive board appoints and dismisses the members of the senior management with the exception of the Inspectorate.

The Chief Inspector reports regularly to the audit committee and committee of the board on the results of the Inspectorate's activity. Karl Haller has been entrusted with the responsibilities of Chief Inspector since July 2005.

Ernst & Young are the bank's external auditors. The firm audits the annual financial statements of all group companies, as well as the consolidated accounts. The bank's auditors are elected by the cantonal parliament for a two-year period, and their appointment is subject to the approval of the Swiss Federal Banking Commission. The lead auditor is Michael Riesen, certified accountant (auditor-in-charge since 2005), and Rolf Walker, certified accountant.

Ultimate supervision of the bank is the responsibility of the cantonal parliament of Zurich, whose duties are laid down in the Law on Zürcher Kantonalbank. Responsibility for this ultimate supervision lies with the parliamentary supervisory committee on enterprises, which is elected for a four-year term.