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Expert Corporate Governance Service (ECGS)
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Roche - March, 05th 2019

ITEMS 2.1, 2.2, 7 and 8 - Binding votes on the remuneration of the board of directors  and the executive management. Ethos has the following concerns over the amounts requested:  The annual bonuses that will effectively be paid out to the chairman and the CEO are significantly higher than the amounts requested at the general meeting. The remuneration of the non-executive chairman is significantly higher than that of the peer group and includes an annual bonus.

For the executive management, the remuneration is significantly higher than that of the peer group and the remuneration structure is not in line with Ethos' guidelines. Ethos recommends to OPPOSE.

ITEM 5.2 - Re-elect Dr. Christoph Franz to the remuneration committee. He receives a remuneration that is not in line with generally accepted best practice standards. Ethos recommends to OPPOSE.

ITEM 5.11 - Re-elect Dr. Severin Schwan as board member. He is also a permanent member of the executive management (CEO). Ethos recommends to OPPOSE.

ITEMS 5.15 to 5.18 - Re-elect Mr. André Hoffmann, Dr. Richard P. Lifton, Mr. Bernard Poussot and Mr. Peter R. Voser to the remuneration committee. They were members  of the remuneration committee during the past financial year when this committee made decisions fundamentally in breach with best practice and the remuneration system is deemed very unsatisfactory. Ethos recommends to OPPOSE.

ITEM 6 - Amend articles of association: Remuneration principles. The remuneration committee has excessive discretion with regard to awards and administration of the plan. Ethos recommends to OPPOSE.

Underlying
Roche Holding AG Part. Cert.

Roche Holding is a healthcare company. Co. operates in two Divisions, Pharmaceuticals and Diagnostics. Co.'s pharmaceuticals division is comprised of two business segments Roche Pharmaceuticals and Chugai. Co.'s pharmaceuticals division provides therapies including Cotellic, in combination with Zelboraf for advanced melanoma, and Alecensa for a specific type of lung cancer. Co.'s diagnostics division consists of four business areas: Diabetes Care, Molecular Diagnostics, Professional Diagnostics and Tissue Diagnostics. Co.'s diagnostics division provides in vitro diagnostic tests, used by healthcare providers to screen, diagnose and monitor therapies.

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Proxinvest
Proxinvest

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Expert Corporate Governance Service (ECGS)

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