DGAP-Adhoc: UBS AG: UBS establishes new Corporate Governance and calls an Extraordinary General Meeting to elect four new members to the Board of Directors


UBS AG / AGM/EGM

01.07.2008 

Release of a Adhoc News, transmitted by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------

•New Corporate Governance guidelines to come in to force immediately

•Stephan Haeringer, Rolf Meyer, Peter Spuhler and Lawrence Weinbach to
resign in October 2008

•Extraordinary General Meeting (EGM) scheduled for 2 October 2008 

•Nominations of the new Board members to be announced in good time before
the EGM

•Sergio Marchionne to become Senior Independent Director and to continue as
non-executive Vice Chairman

Zurich/Basel, 1 July 2008 – The Board of Directors of UBS is implementing
the first measures in its program to restore UBS to its premier position
among global banks, as announced at the Annual General Meeting of 23 April
2008.

The Governance and Nominating Committee has completed the overhaul of the
Corporate Governance of the bank, and has issued new organization
regulations which are effective immediately. The main elements of the
Corporate Governance entail a clear separation of the roles and
responsibilities between the Board of Directors and Executive Management
and a strengthening of the oversight role of the Board through the
operation of its Committees.

'Bringing UBS back to its leading position was the number one priority I
committed to at the Annual General Meeting of 23 April 2008' said Chairman
Peter Kurer. 'We have made a big step forward with the clear separation of
the duties between the Board and Executive Management and the abolition of
the Chairman’s Office. Thanks to the Governance and Nominating Committee,
much has been achieved in a very short time and I am pleased with our
progress. We have the foundations for the energetic and rigorous execution
of our mandate.'

Four members of the Board of Directors have decided to resign their
positions.  As a result, an Extraordinary General Meeting will be held on 2
October 2008 to elect four new members. The proposed new members will be
announced within the required timelines before the EGM. Sergio Marchionne
is appointed Senior Independent Director and continues as the Company’s
non-executive Vice Chairman.

The Board and its Strategy Committee are continuing their review of the
strategic positioning of the bank and of its businesses.

New UBS Corporate Governance
With the announcement and the publication of the new organization
regulations on the company’s website today, the new UBS Corporate
Governance becomes formally operational. The new model clarifies the
separation of responsibilities between the Board and the Executive
Management. The Board of Directors will have a clear strategy setting
responsibility, and it will supervise and monitor the business. The CEO and
the Group Executive Board will be fully responsible for the executive
management of the bank. The duties and responsibilities of the former
Chairman’s office are now allocated to a greater number of committees of
the Board, including new Risk and Strategy Committees. The remits of the
Governance and Nominating Committee and the Human Resources and
Compensation Committee have been expanded.

The changes are based on a thorough review of international best practices
in Corporate Governance, which include the establishment of the position of
a Senior Independent Director.  This role will be assumed by Sergio
Marchionne who will continue to be the bank’s non-executive Vice Chairman. 
Role profiles and expectations have been clearly defined for the positions
of Chairman, Vice Chairman, Senior Independent Director and Board members,
including clear specification of the mandate and scope of operation of all
Board Committees. It is expected that the bank will not require a full time
Executive Vice Chairman.

The new Corporate Governance guidelines are published on the Company's
website. In overhauling this structure, the Board, through its Governance
and Nominating Committee, has been advised by Rothschild as well as the
Swiss law firm Bär & Karrer as independent advisors.

'The Governance and Nominating Committee was fully committed to renewing
UBS’s Corporate Governance', says Gabrielle Kaufmann-Kohler, Chairperson of
the Committee. 'We were able to elicit contributions and reviews from all
members of the Board, and we are confident that the measures introduced
today represent a significant step forward in reflecting international best
practices in the governance regime of the bank.'

Resignation and nomination of four Board members
Stephan Haeringer, Rolf Meyer, Peter Spuhler and Lawrence Weinbach have
tendered their resignation effective at the EGM of 2 October 2008.

'I thank the departing Board members for their excellent work and
dedication to our institution over a number of years', said Chairman Peter
Kurer. 'All of them have contributed substantially in their respective
functions to the development of our bank and have provided key support in
redesigning our Corporate Governance.'

The Governance and Nominating Committee has, shortly after the AGM of 23
April 2008, initiated a comprehensive search process and is now in the
phase of narrowing the list of potential candidates for the Board. In order
to replace the skills offered by the departing members, the majority of the
candidates will have substantial banking, finance and risk backgrounds.

Extraordinary General Meeting scheduled for 2 October 2008
The UBS Board of Directors intends to call an Extraordinary General Meeting
of its shareholders (EGM) to be held on 2 October 2008 to elect the new
Board members. The Board and its Strategy Committee should also be in a
position then to update the shareholders on the findings of the strategic
review of the Bank and of its businesses.


UBS 


UBS is one of the world’s leading financial firms, serving a discerning
international client base. Its business, global in scale, is focused on
growth. As an integrated firm, UBS creates added value for clients by
drawing on the combined resources and expertise of all its businesses.

UBS is the leading global wealth manager, a leading global investment
banking and securities firm, and one of the largest global asset managers.
In Switzerland, UBS is the market leader in retail and commercial banking.

UBS is present in all major financial centers worldwide. It has offices in
50 countries, with about 38% of its employees working in the Americas, 33%
in Switzerland, 16% in the rest of Europe and 13% in Asia Pacific. UBS
employs more than 80,000 people around the world. Its shares are listed on
the Swiss Stock Exchange (SWX), the New York Stock Exchange (NYSE) and the
Tokyo Stock Exchange (TSE).


Investor Relations
+41 44 234 4100
sh-investorrelations@ubs.com




DGAP 01.07.2008 
---------------------------------------------------------------------------
Language:     English
Issuer:       UBS AG
              Bahnhofstrasse 45
              8001 Zürich
              Schweiz
Phone:        +41 44 234 11 11
Fax:          
E-mail:       info@ubs.com
Internet:     www.ubs.com
ISIN:         CH0024899483, CH0039913899
WKN:          UB0BL6
Listed:       Freiverkehr in Berlin, München, Hamburg, Düsseldorf,
              Stuttgart; Open Market in Frankfurt; Foreign Exchange(s) SWX
End of News                                     DGAP News-Service
---------------------------------------------------------------------------