3. Board of Directors

3.1. Members of the Board of Directors

The Board of Directors of HOCHDORF Holding Ltd consisted of seven non-executive members until the ordinary Annual General Meeting 2017, and of six after the ordinary Annual General Meeting 2017. Michiel de Ruiter was a member of the management until 30 April 2015 as Managing Director Baby Care and is therefore considered as an executive member of the Board of Directors. None of the other members of the Board of Directors previously belonged to Group Management, and no member has any material business relationship with the issuer or one of the issuer’s group companies.

The members were elected by the Annual General Meeting for a term of one year, expiring at the time of the next ordinary Annual General Meeting. Re-election is possible. Current members of the Board of Directors who are nominated for re-election, any new members of the Board of Directors and the Chairman are elected on individual ballots. All elections and votes are conducted openly, unless a majority requests secret ballots. The retirement age for members of the Board of Directors is 70. They leave the Board of Directors at the next Annual General Meeting after turning 70. In the reporting period, Josef Leu (Chairman) and Meike Bütikofer (Member) resigned from the board and Ulrike Sailer was elected to the board at the ordinary Annual General Meeting of 5 May 2017. Dr Daniel Suter was elected as the new Chairman. No notifications of resignation were received at the 2018 Annual General Meeting.

Name Born Nationality Member since Elected in Elected until
Dr Daniel Suter, Chairman 1955 Swiss 2016 2017 2018
Dr Anton von Weissenfluh, Vice Chairman 1956 Swiss 2005 2017 2018
Michiel de Ruiter 1962 Dutch 2016 2017 2018
Dr Walter Locher 1955 Swiss 2014 2017 2018
Ulrike Sailer 1967 German 2017 2017 2018
Niklaus Sauter 1962 Swiss 2014 2017 2018
Prof Dr Holger Karl‑Herbert Till 1962 German 2014 2017 2018

3.2. Professional background and other activities and interests

Dr Daniel Suter

1955; Place of residence: Bottmingen BL. Member of the Board of Directors since: 2016. Chairman since: 2017. Training/degree: Dr oec. publ. Professional background: 1982. Business studies at the University of Basel; 1988: Certified Auditor; 2009: Doctorate at the University of Zurich; 1982 to 2016 PricewaterhouseCoopers, Basel. Professional activity: Freelance since July 2016. Other activities: From 2009 to 2016, visiting lecturer for auditing at the University of Zurich, holding courses on internal and external audits. Employer representative of the HOCHDORF Group pension fund.

Dr Anton von Weissenfluh

1956; Place of residence: Kriens LU. Member of the Board of Directors since: 2005. Vice Chairman since: 2014. Training/degree: Studies in food sciences at ETH Zurich, major in dairy science; Dipl. LM. Ing. ETH; Dr sc. techn. Professional background: Five years in executive positions at Weichkäserei Baer AG in Küssnacht am Rigi, three years in executive management at Galactina AG Belp (baby food production); 15 years in executive management of Kambly SA, Trubschachen, five years as CEO, 11 years as CEO Chocolats Halba. Professional activity: Since 2017 CEO Coop Production Centre Pratteln, site management. Other activities: Board Chair (VRP) of Chocolats Halba Honduras since 2014; since 2017 member of the strategic R&D agenda 2030 for the Swiss food industry.

Michiel de Ruiter

1962; Place of residence: Amstelveen/Netherlands. Member of the Board of Directors since: 2016. Training/degree: Master of Science in Business Administration & Marketing at the Agricultural University of Wageningen, Holland. Professional experience: 1987 to 1994 senior consultant McKinsey (Amsterdam, São Paulo, Brussels); 1994 to 1997 Commercial Director and M&A Director Deli Universal, Rotterdam; 1997 to 1999 Marketing and Business Development Director Friesland Consumer Products Europe; 1999 to 2006 Managing Director Infant Nutrition Royal Friesland Campina, Leeuwarden, Ede; 2006 to 2015 Managing Director Baby Care HOCHDORF Swiss Nutrition Ltd, Hochdorf. Professional activity: Since 2015 CEO of Koninklijke Zeelandia Groep b. v., Zierikzee/Netherlands. Other activities: None.

Dr Walter Locher

1955; Place of residence: St. Gallen. Member of the Board of Directors since: 2014. Training/degree: Dr iur., licensed attorney and admitted as notary (Canton of St. Gallen). Professional background: Studies in jurisprudence at the University of Zurich; doctorate in 1982. Professional activity: Self-employed attorney with own law firm in St. Gallen since 1988. Other activities: Member of the Cantonal Council of St. Gallen since 2003 (FDP faction); 2010/2011 president of the cantonal parliament; member of various foundation boards and boards of directors (e.g. Chairman of the Board of Directors of Druckguss Systeme AG, St. Gallen; member of the Board of Directors of Gebrüder Knie, Schweizer National-Circus AG, Rapperswil; member of the Board of Directors of René Faigle AG, Zurich); President of Homeowners Association (HEV) of the Canton of St. Gallen.

Ulrike Sailer

1967; Place of residence: Hamburg/Germany. Member of the Board of Directors since: 2017. Training/degree: Business graduate. Professional background: Business studies at the University of Augsburg; 1988 to 1992; 1994 to 2007 various management positions in sales, marketing, trade marketing and category management at Kraft Foods Germany; 2007 to 2010 Head of Sales Traditional Trade at Kraft Foods Germany; 2010 to 2015 positions as «Director Sales Traditional Trade Europe», «Director Sales Activation, Strategy and Business Change Europe and China» at Mondelēz International; 2015 to 2016 Country Manager at Jacobs Douwe Egberts in Denmark. Professional activity: Since 2017 Director Sales International at Tchibo, Germany. Other activities: None.

Niklaus Sauter

1962; Place of residence: Weinfelden TG. Member of the Board of Directors since: 2014. Training/degree: lic.rer.pol. Professional background: 1988 to 1989 management consulting in Germany; 1990 to 1992 group planning, UBS; 1992 to 1999 executive, Sauter Group, as CEO from 1996; 1999 to 2009 CEO of Belimed Sauter AG, Sulgen; 2005 to 2012 CEO of the Belimed Group, Zug. Professional activity: Independent entrepreneur with consulting activity and investment projects since 2012. Other activities: Member of the Foundation Board of the Thurgau Foundation for Science and Research; board member of three other SME.

Prof Dr Holger Karl-Herbert Till

1962; Place of residence: Graz, Austria. Member of the Board of Directors since: 2014. Training/degree: Prof Dr med. Professional background: Graduate, doctorate and post-doctorate degrees in human medicine at various universities; 1999 to 2004 Chief of the Paediatric Surgery Clinic of LMU Munich; 2004 to 2005 Associate Professor at the Chinese University of Hong Kong, Department of Surgery, Division of Paediatric Surgery; 2006 to 2012 director and professor, Clinic and Polyclinic for Paediatric Surgery, University of Leipzig. Professional activity: Head of Paediatric and Youth Surgery Department, Medical University of Graz since 2012; board member of the University Clinic for Paediatric and Youth Surgery, Medical University of Graz, since 2013. Other activities: None.

In conjunction with the area of digitisation, three members of the Board of Directors possess current knowledge and experience from their professional activities, in particular with the digitisation of important business processes along the entire value chain, in the implementation of Industry 4.0 solutions and in the digitization of marketing and online communications.

Pursuant to Article 15 of the Articles of Association, the maximum number of other mandates that members of the Board of Directors may hold is:

  1. three mandates as board member or as member of other top executive or governing bodies of public companies pursuant to Art. 727 (1) no. 1 of the Swiss Code of Obligations (CO); and additionally
  2. five mandates as board member or as member of other top executive or governing bodies of companies within the meaning of Art. 727 (1) no. 2 of the Swiss Code of Obligations (CO); and additionally
  3. ten mandates as board member or as member of other executive or governing bodies of other legal entities that do not meet the aforementioned criteria.

3.3. Functioning of the Board of Directors

The Board of Directors meets at least five times a year and as often as business requires. In 2017, the Board of Directors met for six regular meetings, one extraordinary meeting and one full-day strategy day with the Group Management. In addition, the Chairman of the Board of Directors meets with the CEO for work sessions. The CEO and the CFO participate in meetings of the Board of Directors on all agenda items in an advisory capacity. When required, the Board of Directors also invites external specialists and other members of the Group Management for advice on specific topics. The Board of Directors is responsible for the strategic direction of the company, supervision of Group Management and financial control. The Board of Directors monitors company objectives and identifies opportunities and risks. It also appoints the members of Group Management. The Board of Directors has a quorum when the majority of its members are present. A valid resolution requires the majority of the votes cast. In the event of a tie, the Chairman of the Board of Directors has the casting vote.

3.4. Committees of the Board of Directors

The Board of Directors has three permanent committees: The Audit Committee (AC), the Personnel and Remuneration Committee (PRC), and the Market and Strategy Committee (MSC). In order to organise its duties efficiently and effectively, the Board of Directors relies on recommendations of these committees. At least two non-executive members of the Board of Directors belong to each committee. The committees are subject to regular performance assessments (self-evaluation).

Audit Committee

Members: Niklaus Sauter (Chairman), Dr Daniel Suter, Dr Walter Locher. The main tasks of the committee are:

  • Checking the effectiveness of the external audits and of the internal control.
  • Evaluating management directives with regard to financial risks and adherence to these directives.
  • Discussing financial statements with the CFO and the head of external audits.
  • Evaluating the performance and remuneration of the auditors and their independence
  • Evaluating the risk management procedure.

In 2017, the Audit Committee met five times. In addition to the standard agenda items, a special audit was conducted by the outsourced Internal Audit (PWC) as part of risk management, covering the area of human resources.

Personnel and Remuneration Committee

Members: Dr Anton von Weissenfluh (Chairman), Niklaus Sauter, Dr Walter Locher. The main tasks of this committee are:

  • Making recommendations for the compensation of the members of the Board of Directors and of the Group Management.
  • Working out the principles for an overall compensation plan for all employees that is market and performance based.
  • Drawing up employment contracts for the members of the Group Management.

The Personnel and Remuneration Committee met four times.

Market and Strategy Committee

Members: Michiel de Ruiter (Chairman), Ulrike Sailer, Prof Dr Holger Karl-Herbert Till. The main tasks of the committee are:

  • Reviewing and evaluating the long-term vision, mission and values of the HOCHDORF Group.
  • Evaluating decisions that are of strategic relevance, particularly those focused on value creation, in order to advise and support the Board of Directors.
  • Monitoring potential changes in the basic conditions concerning the strategy approved by the Board of Directors.
  • Reviewing the organisational structure based on the strategy and the staff composition of Group Management.

The Market and Strategy Committee met three times.

3.5. Group Management and competencies

The Board of Directors is responsible for the overall management of the company and the Group, as well as the supervision of the Group Management. Pursuant to Art. 716a of the Swiss Code of Obligations (CO), it has the following non-transferable and inalienable duties:

  • The overall control of the company and the Group, including the definition of medium and long-term strategies and planning objectives, as well as the guidelines for company policy and the issuing of required directives.
  • Defining the basic organisation of the company and its associated regulations.
  • Defining the guidelines for the organisation of accounting systems, financial monitoring and financial planning.
  • Appointing and dismissing persons entrusted with the Group Management and representation of the company, namely the CEO, and issuing signature authorisations.
  • Supervising the organs entrusted with the management of the company, specifically with regard to adherence to laws, statutes, regulations and directives.
  • Creating the annual report; preparing for the Annual General Meeting and implementing its decisions.
  • Informing the legal authorities in the case of insolvency.
  • Determining capital increases and the corresponding amendments to the Articles of Association.

Based on the duties mentioned above, the Board of Directors of HOCHDORF Holding Ltd deliberates and adopts resolutions on the following matters:

  • Annual and investment budgets.
  • Annual and half-yearly financial statements.
  • Group organisational chart up to and including the Group Management level.
  • Payroll policy.
  • Assessment of the main risks.
  • Investments outside of the budget of more than CHF 0.5 million.
  • Multi-year financial and liquidity planning.
  • Strategy-relevant partnerships and agreements, in particular the purchase and sale of investments, companies, parts of companies, business branches and rights to products or intellectual property rights.
  • Foundation and dissolution of companies.
  • Nomination of candidates for the Board of Directors for the attention of the Annual General Meeting.
  • Election of the members of the Boards of Directors of the subsidiaries.
  • Group regulations of strategic importance.

The Board of Directors fully delegates all remaining areas of company management to the CEO, who has the right to issue directives to the other members of Group Management. The Board of Directors may – on a case-by-case basis or in connection with its general reservation of competencies – intervene at any time in the duties and competencies of hierarchically subordinate bodies and assume control of the business conducted by these bodies («powers reserved»).

 

The CEO chairs Group Management. The chair leads, monitors and coordinates the members of Group Management and supplies them with the authorisations required to fulfil their roles. Under the law, Articles of Association and organisational regulations governing the HOCHDORF Group, the chair holds the necessary authorisations to manage the HOCHDORF Group. In particular, the CEO has the following duties:

  • Implementing the strategic objectives, defining key operational areas and priorities as well as ensuring the availability of the material and staffing resources required to fulfil these.
  • Managing, monitoring and coordinating the remaining members of Group Management.
  • Convening, preparing and presiding over Group Management meetings.
  • Regularly informing the Chairman of the Board of Directors/the entire Board of Directors about the business development. In the event of important and/or unexpected business occurrences, the Chairman of the Board of Directors is to be informed without delay.
  • Representing the Group both internally and externally.

The members of Group Management manage the daily business independently. In this regard, the competencies and responsibilities are determined especially by the budget approved by the Board of Directors and the strategy defined by it, as well as by the organisational regulations of the HOCHDORF Group.

3.6. Information and control instruments with regard to Group Management

At all meetings, the Chairman, the Committee Chairs, the CEO, the CFO and, depending on the agenda item, other members of Group Management inform the Board of Directors on matters concerning the business development, financial situation and key business occurrences. The Chairman is regularly informed by the CEO. The Board of Directors receives all the minutes of the Group Management meetings. Extraordinary events are promptly communicated to the members of the Board of Directors via circular.

The HOCHDORF Group’s Management Information System (MIS) consists of management reporting and business and financial reporting. It is available to Group Management on a monthly basis. The Board of Directors receives monthly business and financial reports. The Group’s consolidated financial statements are generated on a monthly basis and presented to the Board of Directors on a quarterly basis together with detailed explanations.

Other management tools include the company policy and three-year financial planning as well as the strategies of the three business areas Dairy Ingredients, Baby Care, and Cereals & Ingredients. 

At least once a year, the chair of the Audit Committee and the CFO provide the Board of Directors with information for its approval concerning major risks, along with their assessment of how relevant and likely such risks are. The Board of Directors monitors the implementation of the risk management measures that are defined and to be undertaken by Group Management.

The Audit Committee evaluates the effectiveness of the internal and external control systems, as well as the risk management organisation and process in the HOCHDORF Group. The outsourced internal auditor PriceWaterhouseCoopers Ltd and the external auditor Ernst & Young Ltd, who are in direct contact with the chair of the Audit Committee, constitute further information and control systems.