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PricewaterhouseCoopers AG has been the statutory auditor of Sulzer Ltd since 1992. The statutory auditor is elected at the Annual General Meeting for a one-year term of office. Christian Kessler has been acting as the external auditor-in-charge for the Sulzer mandate since the 2006 Annual General Meeting. The external auditor-in-charge is replaced every seven years. The Audit Committee is in charge of supervising and monitoring the statutory auditor, and it reports to the Board of Directors (see Board of Directors). The members of the Audit Committee receive summaries of audit findings and improvement proposals at least once a year. The external auditor-in-charge is invited to attend meetings of the Audit Committee. In 2012, he attended four Audit Committee meetings. The Audit Committee or its Chairman meets separately with the Head of Internal Auditing and the external auditor-in-charge at least once per year to assess (among other things) the independence of the internal and external auditors. The Audit Committee evaluates the work done by the auditors based on the documents, reports, and presentations provided by the auditors as well as on the materiality and objectivity of their statements. In order to do so, the committee gathers the opinions of the CFO and the Head of Internal Auditing. The fee paid to the auditor is reviewed on a regular basis and compared with the auditing fees paid by other internationally active Swiss industrial companies. Said fee is negotiated by the CFO, checked by the Audit Committee, and signed off by the Board of Directors. Further information on the auditor, in particular, the amount of the auditor’s fees and any additional fees received by the auditor for advisory services outside its statutory audit mandate, is listed in the financial section under note 33 (page 113*). All advisory services provided outside the statutory audit mandate (essentially consisting of consulting services related to audit and accounting as well as legal and tax advisory services) are compliant with the applicable independence rules. The Board of Directors decided to propose to the shareholders to change the statutory auditor and to elect KPMG as auditor at the Annual General Assembly of March 27, 2013.
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