Fundamentals of Corporate Governance
Foster Wheeler AG (“the Company”) is committed to maintaining a high level of corporate governance and solid business practices to ensure that it serves the best interests of its shareholders and other stakeholders of the Company.
Foster Wheeler AG's Board of Directors is elected by the shareholders of the Company and except for those matters specifically reserved to the shareholders, is the primary decision making body of the Company.
The Board of Directors of the Company has adopted a set of Corporate Governance Guidelines to promote the functioning of the Board and its Committees and to set forth a common set of expectations as to how the Board should perform its functions. These guidelines provide an overall framework for such issues as the composition of the board, independence criteria, meetings of the board and board committees, board orientation, board responsibilities and expectations of board members.
In addition, the Board has established "Qualifications for Board Members" which address personal qualifications, experience and knowledge and other characteristics desired in Board members."
To gain a better understanding and background of our current board members, visit our Director Biographical Information Section.
To view the committees on which our board members participate, visit our Standing Committees – Board of Directors listing.
At present, the Company has established the following Board Committees:
Audit Committee
Compensation Committee
Governance and Nominating Committee
Committee charters defining the purpose, authority and responsibility of each Committee are available by clicking on the name of the Committee either above or below.
The Audit Committee oversees the integrity of the financial statements of the Company, the Company's compliance with legal and regulatory requirements, the independence and qualification of the Company's independent auditors, and the performance of the Company's internal audit function and the independent auditors.
The Compensation Committee sets and reviews the Company's executive compensation policies, evaluates the Chief Executive Officer's compensation and performance, administers incentive and stock option plans of the Company, and reviews management recommendations regarding employee pension, retirement and welfare plans.
The Governance and Nominating Committee identifies qualified individuals to become Board members, oversees the Board's annual performance reviews, and develops and implements the company's corporate governance guidelines.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics which contains general guidelines for conducting the business of Foster Wheeler AG and all subsidiaries and affiliates consistent with high standards of business ethics.
The Code applies to all directors, officers, employees of and other persons acting in similar capacities for the Company and all of its direct and indirect subsidiaries.
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