Introduction 

Trust, reliability and security are all basic prerequisites for a healthy and successful company. Maintaining these essential parameters of business management and control is the key task of corporate governance. Professionally implemented corporate governance is essential for any successful and responsible company that seeks to fulfil its shareholders, employees and external stakeholders.

This Corporate Covernance Report describes the principles of management and control as they apply to the top decision-making bodies of the Kuoni Group. To enhance transparency and thus comparability with prior years and other companies, it has been prepared in conformity with the SIX Corporate Governance Directive of 1 September 2014 implemented on 1 October 2014. Unless otherwise specified, all the information contained in the report is based on data as at 31 December 2015.

The principles and rules of corporate governance as practiced by the Kuoni Group are set out in the companyʼs Articles of Incorporation, its Organisational Regulations and the regulations of the Board of Directors committees. The Chairman of the Board of Directors reviews the content and current relevance of the corporate governance provisions regularly, and proposes any additions or amendments required to the Board of Directors.

In view of the fulfilment of the ordinance against excessive pay at joint-stock companies (VegüV) as of 20 November 2013, some changes to the Articles of Incorporation were proposed to and approved by the Annual General Meeting of Shareholders (AGM) on 25 April 2014 and the AGM of 20 April 2015.

The Kuoni Group complies with all the rules relevant to corporate governance. In particular, the Kuoni Group abides by all existing legislation, the directives of the SIX Swiss Exchange (and the remarks thereto) and the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, Switzerlandʼs umbrella business association (as updated in September 2014).

This Annual Report contains the Compensation Report of the Board of Directors, which also complies with the ordinance against excessive pay at joint-stock companies (VegüV).