- Company overview - Legal entity structure - CG elements of UBS Group AG - CG elements of UBS AG - UBS Group ownership structure - Management structure - Changes in Operational Group structure  - BoD structure: chairman and committees  - Some facts about BoD - Risk management structure - Internal control: types of risks - Ethical standards - Reporting & Disclosure

1. The Organization Regulations
of UBS
Group AG and UBS AG
Corporate Governance system
Prepared by Ksenia Udovitskaya

2. Company overview
UBS Group AG is a Swiss global
financial services company
Founded: 1862s
Headquarters: Zurich and Basel
Area served: Worldwide, more then
50 countries
No of employees: 60K
Products: wealth management, asset
management, investment banking
services for private, corporate, and
institutional clients worldwide.
Financial services focused on the
needs of specific target groups – rich
people, young people, students,
career beginners, families.
Type of company: public (SIX, NYSE)
Guided by: SIX Swiss Exchange’s,
Swiss Code of Best Practice, New
York Stock Exchange (NYSE)
standards

3. Legal entity structure
Legal entities: UBS Group AG (parent company, listed on stock
exchange), UBS Group, UBS AG (fully-owned subsidiary), UBS
Switzerland AG (fully-owned subsidiary of UBS AG)
Changes in a mid of 2015: (after squeeze-out procedure)
• UBS Group AG became the sole owner of all shares of UBS AG.
• Swiss-booked business of Wealth Management and Personal &
Corporate Banking were transferred to UBS Switzerland AG.
• Completed the implementation of a revised business and operating
model for UBS Limited in the UK.
• Established subsidiaries: (1) UBS Business Solutions AG (to act
as the Group service company), (2) UBS Americas Holding LLC (to
intend to designate as intermediate holding company in the US), (3)
UBS Asset Management AG (plan to transfer the majority of the
operating subsidiaries of Asset Management during 2016).

4. CG elements of UBS Group AG

5. CG elements of UBS AG

6. UBS Group ownership structure
(1) 250,000 shareholders are directly
registered, some 150,000 US shareholders via
nominee companies.
(2) Anyone holding UBS shares must notify
UBS and the SIX Swiss Exchange if the
holding reaches, falls below or exceeds 3, 5,
10, 20, 25, 331/3, 50 or 602/3 of voting rights
according to share capital calculations.
(3) Shareholder approval is mandatory if
equity based compensation plans require an
increase in capital. No shareholder approval
is required if shares for such plans are
purchased in the market.
(4) Dividend of CHF 0.60 per share (20%
(5) No cross-shareholdings in excess of a
reciprocal ownership of 5% of capital or voting
rights with any other company.
(6) AGM offers shareholders the opportunity
to raise any questions to the Board of
Directors (BoD) and Group Executive Board
(GEB), as well as to our internal and external
auditors.

7. Management structure
GEB roles:
• Developing the Group and business division strategies
• Strategy implementation
• Management of the business, contracts
• Implementation risk framework. CEO is responsible for risk authority over
transactions, positions and exposures, allocate portfolio limits approved by the BoD

8. Changes in Operational Group structure
Personal & Corporate
Banking (formerly Retail &
Corporate)
Asset Management
(formerly Global Asset
Management)
Corporate Center
(Services, Group Asset and
Liability Management, Non-
core and Legacy Portfolio)

9. Group Executive Board

10. BoD structure: chairman and committees
BoD roles:
• decide on the strategy of the Group upon recommendation of the CEO
• direction, supervision and control of the Group and its management
• supervising compliance with applicable laws, rules and regulations
• determining risk principles, risk appetite and major portfolio limits of the Group
• deliver sustainable shareholder value within a framework of prudent and effective
controls
• approve financial statements
• appoint and remove all Group Executive Board (GEB) members

11. Some facts about BoD
• 6-12 members
• Individual nominated to be Chairman
• Expected time of serve min 3 years
• BoD appoint 1+ Vice Chairmen, Senior
Independent Director, BoD committee
members, Group Company Secretary
• Compensation Committee members
elected by the shareholders
• 24 BoD meetings and calls were held, 13
of which were attended by GEB members
(2015). 97% of members were present at
all meetings
• CEO partly attended most meetings of the
BoD without GEB participation
• Meetings duration - 2 hours.
• At meeting, each committee chairperson
provides the BoD with an update on
current activities of his or her committee
ad important committee issues.
external auditors, (EY), check financial
documents and report to the BoD about its
discussions with auditors
Compensation Committee: 4 independent
BoD members that set guidelines on
compensation and benefits, approve
compensation for the Chairman and non-
independent BoD members, establish
financial targets for CEO Group, evaluate the
performance of the GEB
Corporate Culture and Responsibility:
supports the BoD in fulfilling its duty to
safeguard and advance the Group’s
reputation for responsible and sustainable
conduct
Risk Committee: overseeing and supporting
BoD in fulfilling its duty to supervise and set
appropriate risk management and control
principles

12. Risk management structure

13. Internal control: types of risks

14. Ethical standards
Code of Business Conduct and Ethics: the principles and practices that
employees and BoD members are required to follow.
- Total rewards principles based on individual’s efforts and ethical behavior
It sets out in UBS and Society policy, which governs UBS’s interaction with
society and the environment, and supersede environmental and human rights
policy
The business divisions are responsible for developing and executing the UBS
and Society program and annual objectives related to client relationship,
product development, investment management, distribution and risk
management. Corporate Center is responsible for annual objectives related to
in-house environmental and responsible supply chain management.

15. Reporting & Disclosure
Scope of external reports are defined by general accounting law and principles,
relevant stock and debt listing rules, specific legal and regulatory requirements,
own financial reporting policies.
External reporting documents:
• Annual Reports
• Quaterly reports
• Form 20-F
• International Financial Reporting Standards (half a year)
• Annual General Meeting (annually)
Management’s discussion and analysis complements annual financial
statements by providing information on (i) strategy and the environment in
which company operates, (ii) the financial and operating performance of our
business divisions and Corporate Center, (iii) risk, treasury and capital
management and (iv) corporate governance, corporate responsibility and
compensation frameworks.

16. Thank you!
If you have any questions please contact me: kudovitskaya@gmail.com