Business Regulations of the BVG and Foundation Supervisory Authority of Aargau (Geschäftsreglement BVSA) - Fundamentals

1. The tasks, powers, and composition of the Board of Directors of the BVSA, an independent public law institution, are regulated in § 4 G-BVSA.

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1. All bodies of the institution are obligated to recuse themselves when dealing with matters that affect their own interests or the interests of closely related natural or legal persons. Consequently, individual members of the bodies cannot simultaneously enter into contracts on behalf of themselves and the BVSA.

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2. The Board of Directors constitutes itself within the framework of the G-BVSA.

3. The Board of Directors appoints a secretary. This person does not need to be a member of the Board of Directors.

1. The board members sign collectively in pairs, either with another member of the board of directors or with another person to whom the board has granted signing authority.

1. The chair is held by the President or, in the event of their incapacity, by another member.

2. The chairperson may invite additional persons (subject matter experts) to the meetings of the Board of Directors. These individuals may provide expert opinions and answer questions from the Board, but they do not have voting rights.

1. The Board of Directors shall meet as often as the business requires, but at least four times a year.

2. The convocation is carried out by the President or, in the event of their incapacity, by another member. Any member may request the immediate convocation of a meeting, stating the reasons for such request.

3. The convocation must be made at least seven days before the day of the meeting (not counting the day of the meeting). In urgent cases, this period may be shortened. The day, time, and place of the meeting, as well as the items on the agenda, must be announced at the time of convocation.

1. The board of directors is quorate when at least three members are present; proxies are excluded.

2. Voting is conducted openly. Resolutions require at least two votes to be valid. Abstention is permitted. In the event of a tie, a motion is deemed rejected.

1. In cases of urgent need for action, the President, or in their absence, another member of the Board of Directors, each with the consent of an additional member, may make a presidential decision. This decision must be presented at the next meeting of the Board of Directors for acknowledgment.

2. The chairperson may, in justified cases, permit participation in a Board of Directors meeting via telephone (conference call) or through a similar means of communication. Such participation via telecommunication is equivalent to the physical presence of the member at the meeting.

3. Resolutions may also be passed by circulation, unless a member demands discussion at a meeting. They must be recorded in the minutes of the next meeting.

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1. Minutes are to be kept of the negotiations and resolutions of the Board of Directors.

2. The secretary of the Board of Directors shall keep the minutes. In their absence, the chairperson shall appoint a minute-taker.

3. The minutes must be numbered and generally include for each agenda item a presentation of the basis, the motions (counter-motions), and the resolutions. At the request of a member, the submitted discussion statements are to be recorded in the minutes.

4. The minutes are to be signed by the chairperson and the minute-taker. The minutes must be approved by the Board of Directors at the next meeting.

1. The members shall perform their duties with the utmost care and shall protect the interests of the institution in good faith.

2. Members must disclose their relationships with foundations in the traditional sector and foundations or other entities in the BVG pension sector as well as with companies that advise these foundations or entities or provide other services to them, to the Board of Directors. In case of doubt, the Board of Directors shall decide on the compatibility of a member's activity with the duties of the BVSA.

3. Members of the Board of Directors may not take on the following roles or activities with BVG institutions or traditional foundations under the supervision of the BVSA

a) Executive or advisory role at BVG institutions,

b) Audit or advisory role at BVG institutions,

c) Audit or advisory role at traditional foundations.

4. The President is excluded from the role as a member or President of a board of trustees of traditional foundations under the supervision of the BVSA.

5. Members may hold the position as a member or as President of a board of trustees of traditional foundations for a maximum of one foundation under the supervision of the BVSA.

6. Members must report any potential conflicts of interest to the President. The Board of Directors shall decide whether there is a ground for exclusion.

1. The members and the secretary are obligated to confidentiality regarding all matters of the BVSA.

1. In the meetings of the Board of Directors, all members as well as the persons entrusted with management are obligated to provide information.

2. Outside the meetings of the Board of Directors, each member can request information from the persons entrusted with management or other responsible persons regarding the course of business and individual transactions, as well as attend internal meetings of the BVSA.

3. If necessary for the fulfillment of a task, each member may request that books and records be presented to them.

1. The Board of Directors has, in addition to the tasks mentioned in § 4 paragraph 3 G-BVSA and in analogous application of Article 716a of the Federal Act on the Amendment of the Swiss Civil Code (Part Five: Code of Obligations) dated 30 March 1911, the following non-transferable and inalienable duties

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c) Establishing the organization,

d) Structuring the accounting system, financial control, and financial planning,

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i) Supervising the persons entrusted with management, particularly regarding compliance with laws, statutes, regulations, and directives,

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2. Furthermore, the Board of Directors is specifically responsible for the following tasks

a) Concluding, amending, and terminating contracts with third parties that are of particular importance to the institution,

b) Handling legal disputes of particular significance to the institution (initiating legal proceedings, asserting claims for damages, concluding settlements) and appointing a legal representative,

c) Determining the signing authorities for the BVSA through resolution.

1. The Board of Directors establishes the responsibilities for external communication.

1. The President shall lead the Board of Directors and is responsible for preparing and implementing the resolutions of the Board as well as monitoring ongoing business activities.

2. They shall represent the BVSA to the Executive Council and the Grand Council and its committees.

3. In the event of significant occurrences requiring urgent action, the President shall immediately initiate the necessary provisional measures and promptly convene a meeting.

4. They shall report regularly to the Board of Directors, at least at every meeting, and in the case of significant events, also in between meetings.

5. They may delegate tasks to other members.

1. Salary Classification and Compensation of the Executive Management are determined by the Board of Directors within the framework of the personnel regulations of the canton and are governed by an employment contract.

2. At the start of the new calendar year, the compensation of the executive management is generally increased by the same percentage as the increase in the total payroll determined by the Grand Council for the personnel of the cantonal administration, until the maximum salary grade is reached.

3. The Board of Directors is authorized to regulate adjustments to the compensation differently in special situations, taking into account the increase as decided by the Grand Council for the entire payroll of the institution.

4. The Board of Directors decides on the issuance of a bonus to the executive management within the framework of the percentage bonus volume determined for the personnel of the cantonal administration.

1. The Chief Executive Officer shall regularly, particularly at each board of directors meeting, report in writing and orally to the board of directors about the course of business, significant transactions, and measures taken. Furthermore, he or she shall report on the implementation of the resolutions adopted by the board of directors. Significant events requiring urgent action must be promptly brought to the attention of the board members in an appropriate manner.

2. The Chief Executive Officer shall present the annual report, including the annual financial statements for the preceding fiscal year, to the board of directors no later than the end of February each year.

3. The Chief Executive Officer shall present the budget for the upcoming fiscal year and a financial plan to the board of directors no later than the end of each year.

1. The Board of Directors determines the salary classification and any changes to the salary classification of other staff within the framework of the personnel regulations of the canton and within the scope of the approved budget.

2. The compensations and salary increases for other staff are determined by the managing director within the framework of the salary increase approved by the Grand Council.

3. The division between individual and general increases is carried out in accordance with the regulations applicable to the personnel of the cantonal administration.

4. The decision regarding the granting of bonuses to other staff is made by the Board of Directors upon the proposal of the managing director.

1. This regulation was adopted by the Board of Directors at its meeting on November 21, 2011, and enters into force with immediate effect, subject to approval by the Government Council.