4.1Governance and shareholder involvement

Our Articles of Association govern decision-making authorities for the Board and the Group Executivesʼ compensation.

Binding votes: Each year at the AGM, shareholders vote prospectively on the maximum aggregate compensation amounts:

• Board: For the period until the next AGM
• Group Executives: For the following financial year.

Advisory vote: Shareholders also vote at each AGM on the Compensation Report itself, allowing them to express their opinion on whether the compensation framework and overall approach is appropriate.

Articles of Association

Sonovaʼs Articles of Association include the following provisions on compensation:

• Powers and duties (Art. 24)
• Approval of compensation by the General Shareholder Meeting (Art. 10 para. 6/Art. 26)
• Additional reserve amount for changes in the Management Board (Art. 27)
• General compensation principles (Art. 28)
• Maximum consideration for non-competition agreement (Art. 29 para.3)
• Prohibition on loans (Art. 31)