Board of Directors

The Board of Directors is responsible for the overall guidance and strategic direction of the Alpiq Group as well as for supervising the Executive Board.

Directors

The Board of Directors consists of 14 members, none of whom exercises any executive functions within the company. Directors are listed below as well as on pages 48 and 49 of this Annual Report.

Other activities and interests

Biographical details, professional backgrounds and information about other activities of Directors can be found on the Alpiq website at www.alpiq.com/bod.

Directors are elected for a three-year term of office and are eligible for re- election. If a Director is elected mid-term, he completes his predecessor's term.

The Board of Directors constitutes itself. Every year it appoints a Chairman and two Deputy Chairmen from among its members, as well as a Secretary who need not be a member of the Board.

The Board of Directors met nine times last year, for an average of four hours per meeting. The Chairman determines the agenda for Board meetings after consultation with the CEO. Any Director may make a written request for a particular item to be included on the agenda. In advance of meetings, the Directors receive documentation that enables them to prepare for items on the agenda.

Members of the Executive Board normally attend meetings of the Board of Directors in an advisory capacity. They leave the meeting if the Chairman so directs.

Resolutions of the Board are passed by a majority of the voting members present. In the event of a tie, the Chairman has the casting vote. Should conflicts of interest arise, the relevant Board member(s) must leave the meeting. Minutes are kept of the Board's deliberations and resolutions. These are distributed to Directors and approved at the following Board meeting. Between meetings, any Director may ask the CEO for information about the company's business and, with the Chairman's authorisation, about individual transactions. To the extent required for the performance of his duties, any Director may ask the Chairman to arrange for him to inspect books and files.

The Board of Directors will conduct a self-assessment of its performance for the first time in the course of 2010.

Board of Directors at 31 December 2009