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Introduction

This Corporate Governance Report describes the principles of management and control as they apply to the top decision-making bodies of the Kuoni Group. To enhance transparency and thus comparability with prior years and other companies, it has been prepared in conformity with the SIX Corporate Governance Directive of 29 October 2008. Unless otherwise specified, all the information contained in the report is based on data as at 31 December 2011. The principles and rules of corporate governance as practised by the Kuoni Group are set out in the company’s Articles of Incorporation, its Organisational Regulations and the regulations of the Board of Directors committees. The Chairman of the Board of Directors reviews the content and current relevance of the corporate governance provisions regularly, and proposes any additions or amendments required to the Board of Directors.

The Kuoni Group meets all the relevant corporate governance provisions. In particular, the Kuoni Group abides by all existing legislation, the directives of the SIX Swiss Exchange (and the remarks thereto) and the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse, Switzerland’s umbrella business association (as updated in 2007).

This document contains, under Point 02_06_10, the Compensation Report of the Board of Directors, which also complies with the provisions of Newsletter 2010/1 of FINMA, the Swiss Confederation’s financial markets supervisory authority.