Association Simap.ch

Organizational guidelines and regulations

1. General provisions

Subject matter
Art. 1 These organizational guidelines and regulations stipulate

1. how the supervisory board and the committee are organized ;
2. the procedures for calling, preparing and conducting meetings ;
3. provisions concerning commissions and working groups ;
4. how the Association's administrative operations are organized ;
5. the powers and duties pertaining to business operations and the internal reporting policy.

Deputies
Art. 2 The following provisions concerning the holders of specific roles also apply in essence to their representatives and deputies should the former be unable to exercise their roles.

2. Supervisory board

Duties and responsibilities
Art. 3

1. The supervisory board ensures that all duties and responsibilities are performed correctly in accordance with the Statutes of the Association.
2. It ensures that the committee and the managing director pursue the given goals in an appropriate and efficient manner.
3. It acts as the external representative of simap.ch in important matters of general interest.

Meetings
Art. 4

1. The supervisory board will ordinarily meet once every quarter.
2. Additional meetings shall be held if and when the need arises.

Calling of meetings
Art. 5 The managing director sends out meeting notices at the request of the president.

Meeting notice
Art. 6

1. The invitation to a meeting shall be in written form and sent by email.
2. It shall be sent to the supervisory board members by the managing director at least seven days before the date of the meeting stating the place and time of the meeting and the agenda.

Public and third-party participation
Art. 7

1. The meetings of the supervisory board are not public.
2. The supervisory board or its president may invite third parties, specifically specialists, to attend a meeting.

Meeting chair
Art. 8 The president chairs the meetings and ensures that they are conducted efficiently.

Voting and elections
Art. 9

1. Voting in all elections and on all resolutions will be by show of hands.
2. In urgent circumstances, resolutions of the supervisory board may be passed by circular resolution (e-mail). In such case, the following provisions shall apply mutatis mutandis.
3. There is no right of substitution, nor may a vote be cast in writing. The provisions of paragraph 2 are reserved.
4. Votes shall be decided by a majority of votes cast. The president shall vote together with the members and shall cast the tie-breaking vote in the event of a tie vote.
5. In an election, the candidate who receives an absolute majority in the first round of voting is elected. The candidates with the highest number of votes are elected.

Minutes
Art. 10

1. The minutes of the meetings of the supervisory board shall not be made public.
2. The managing director shall submit the minutes to the members of the supervisory board no later than 10 days after a board meeting.

Information provided to the public
Art. 11

1. The supervisory board determines in principle the procedure for informing the public and, in particular, the media of any business matters that were discussed at its meetings.
2. The managing director is responsible for informing the public and the media, unless the supervisory board or the committee decides to make an exception to this rule.

3. Change Advisory Board (CAB) (CAB)

Change Advisory Board
Art. 12

1. The CAB shall petition the Association’s governing bodies. It does not have any decision-making authority.
2. The provisions pertaining to the supervisory board apply in substance to the CAB.

4. The committee

The committee
Art. 13

1. The committee, consisting of the president, the vice president and the managing director, is responsible for all business activities that are not expressly the responsibility of another governing body.
2. Committee decisions are prepared by the managing director and reached by consensual agreement.
3. The provisions pertaining to the supervisory board apply in substance to the committee.

5. Working groups

Creation and decision-making procedure
Art. 14

1. The supervisory board can create working groups.
2. The working groups shall constitute themselves as envisaged in the constituting resolutions. The working groups are empowered to assign special tasks and responsibilities to individual members.
3. In the absence of consensus, a working group's decisions shall be made by a simple majority of the votes cast.

Communication procedures
Art. 15

1. The working groups will send the managing director a copy of the agenda for their meetings and the minutes of their meetings for his or her information.
2. Only the managing director is authorized to inform external parties of the activities of working groups.
3. The managing director shall inform the supervisory board of important developments and findings concerning the working groups.

Third-party services
Art. 16 The working groups may, within the bounds of their delegated financial authority, engage third parties in the performance of their tasks.

Administrative affairs
Art. 17 The managing director shall manage the administrative affairs of the working groups.

Additional provisions
Art. 18 The provisions of these organizational guidelines and regulations shall apply in substance to the working groups.

6 Administrative office

General rule
Art. 19 The administrative office prepares the resolutions of the Association's governing bodies and performs all operating tasks.

7. Operational powers and duties

7.1 General provisions

Delegation of powers and duties
Art. 20

1. Powers and duties with respect to business operations are prescribed individually for the following areas :
   1. Signatory entitlements
   2. Entering into commitments (use of approved loans)
   3. Authorisation of payments
   4. Additional internal controls
   5. Internal information and reporting policies
2. Furthermore, powers and duties shall be assigned in accordance with the Statutes, other applicable laws and regulations, and the functional organizational chart.

7.2 Signatory entitlements

Basic principle
Art. 21 Persons vested with the requisite authority are entitled to act on behalf of the Association simap.ch in external dealings using their own signature.

Supervisory board / committee
Art. 22 The president and the managing director shall co-sign documents when acting on behalf of the supervisory board and the committee.

7.3 Financial obligations

Power of disposal over credit
Art. 23 The supervisory board determines who shall be granted power of disposal over authorized credit agreements in the functional organizational chart.

Credit facility oversight
Art. 24 The managing director

1. records all financial obligations entered into on an ongoing basis ;
2. reconciles financial obligations with the authorized credit agreements and
3. ensures that credit facilities are not overdrawn or that a timely request for additional credit is submitted on behalf of the competent governing body.

7.4 Authorisation of payments

Basic principle
Art. 25

1. Incoming invoices must be properly signed and authorized for payment so as to ensure that they can be processed in a timely fashion.
2. The signature and authorization of payment procedure is governed by the four eye principle.

Signing of incoming invoices
Art. 26

1. The organizational entity that incurred the financial obligation shall sign the corresponding invoice.
2. The person signing an invoice must check
   1. whether the details of the invoice are in accord with actual facts ;
   2. whether the services rendered are in accord with the rightful claims of the recipient of the services and
   3. whether the amount invoiced is accurate.

Payment authorization
Art. 27

1. The organizational entity designated by the supervisory board authorizes the payment of duly signed invoices.
2. The person authorizing payment of an invoice confirms, by affixing his or her signature to an invoice, that
   1. the invoice is legitimate and correct ;
   2. the invoice has been signed by an authorized signatory and
   3. a credit balance is available to pay the invoice.

Payment
Art. 28 The administrative office shall pay duly signed and authorized invoices in accordance with the applicable terms of payment.

7.5 Additional internal controls

Internal oversight
Art. 29

1. The supervisory board ensures, by means of the functional organizational chart, that an internal control system is in place to preclude or at least minimize incorrect payments.
2. Of particular importance in this regard are the observance of the duty to recuse oneself in the event of any personal conflicts of interest, the keeping of detailed records verifying all expenses, and ensuring that all incoming funds are accurately recorded.

7.6 Internal reporting policy

Periodic reporting
Art. 30

1. The managing director shall monitor the business affairs and transactions of the administrative office on an ongoing basis.
2. She / He submits brief, periodic reports to the committee on
   1. the current business activities in general ;
   2. the rate of attainment (or non-attainment) of the given goals, and
   3. credit agreement oversight activities.
3. The committee summarizes these reports and informs the supervisory board of the key points.

Extraordinary incidents
Art. 31 Anyone who becomes aware of major incidents or developments of political or financial significance, of public interest or of significance to specific individuals must inform the next higher entity immediately.

8. Compensation

Compensation
Art. 32

1. No compensation is paid for activities performed on behalf of simap.ch unless a specific mandate agreement or an employment contract has been concluded.
2. simap.ch shall reimburse expenses within the scope of the expense reimbursement policy issued by the supervisory board.

9. Final provisions

Entry into force
Art. 33 These organizational guidelines and regulations will enter into force with the issue of the Statutes on 17 June 2016.

Resolved by the supervisory board at its meeting on 17 June 2016.

The President
The Managing Director