3. Board of Directors

3.1. Members of the Board of Directors

The Board of Directors of HOCHDORF Holding Ltd comprises a minimum of five members. In 2020, these were five members, all of whom were non-executive. The basis for nomination is the fulfilment of a specific requirement profile.

In the reporting year, there were the following changes on the Board of Directors: Bernhard Merki, Markus Kalberer, Walter Locher and Jörg Riboni did not stand for re-election at the 2020 Annual General Meeting. Jürg Oleas, Andreas Herzog, Jean-Philippe Rochat and Ralph Siegl were elected at the 2020 General Meeting.

Jürg Oleas (Chair of the Board of Directors)

1957, Swiss citizen; Profession: Mechanical engineer ETH; Place of residence: Eich, LU; First election to the Board of Directors: 2020; Training/degree: Mechanical engineer ETH with additional specialisation in law; Professional background: 1982 to 1998 employed in various roles at the ABB Group; 1999 to 2001 CEO at Alstom Power Switzerland; 2001 to 2019 employed in various roles at the GEA Group, from 2004 as its CEO; Professional activity: Since 2019 self-employed entrepreneur with consulting activities; Other activities: Since 2011 Member of the Board of Directors of RUAG Holding AG, Bern; since 2016 Member of the Board of Directors of Lafarge Holcim Ltd, Jona.

Markus Bühlmann

1962, Swiss citizen; Profession: Master farmer; Place of residence: Rothenburg, LU; First election to the Board of Directors: 2019; Training/degree: Master farmer with advanced specialist qualification; Professional background: Federal VET diploma in agriculture; advanced specialist master farmer qualification; Professional activity: Farmer and owner of an agricultural business with milk production and pig breeding in Rothenburg; Other activities: Since 2014, member of the pilot project REDES BLW; since 2015, delegate of the Swiss Farmers' Union (SFU); since 2015 member of the Central Switzerland Milk Producers Regional Committee (Zentralschweizer Milchproduzenten ZMP); since 2015 member of the Executive Board of Central Switzerland Milk Producers (ZMP); since 2018 member of the Board of Directors of ZMP Invest AG and Vice Chair of ZMP.

Andreas Herzog

1957, Swiss citizen; Profession: Business economist HWV; Place of residence: Laax, GR; First election to the Board of Directors: 2020; Training/degree: Various postgraduate courses in marketing and financial management at business schools in France, Canada and the USA after graduating in business economics; Professional background: 1984 to 1990 employed in various roles at Ciba-Geigy, Basel, Mexico City, Abidjan, Bogota; 1990 to 1995 employed in various roles at SWATCH, Biel, Bad Soden/Fkft a.M.; 1996 to 2001 Vice President Finance at Daniel Swarovski Corporation, Feldmeilen; 2001 to 2002 CFO at Eichhof Holding AG, Lucerne; 2002 to 2019 CFO of the Buhler Group, Uzwil; Professional activity: Self-employed since October 2019, including as European partner of RIFF Ventures; Other activities: Member of the Advisory Board of CEIBS International Business School Switzerland, Horgen; since 2017 Vice Chair of the Swiss-Chinese Chamber of Commerce; since 2018 Member of the Board of Directors of SeedCapital Invest AG, Sempach; since 2019 Chair of the Board of Directors of Systemcredit AG, Schlieren; since 2019 Member of the Board of Directors of Meyer Burger Technology AG Thun.

Jean-Philippe Rochat

1957, Swiss citizen; Profession: Lawyer; Place of residence: Lausanne, VD; First election to the Board of Directors: 2020; Training/degree: lic. iur., admitted to the bar of the canton of Vaud; Professional background: Studies in law at the University of Lausanne; Professional activity: Since 1988 Partner at Kellerhals Carrard; Other activities: Various foundation board and board of directors mandates (e.g. Board of Directors of Investissement Foncier SA-La-Foncière, Lausanne; Board of Directors of Vaudoise Assurances Holding SA, Lausanne; Board of Directors of Vetropack Holding SA, Saint-Prex).

Ralph Siegl

1966, Swiss citizen; Profession: lic. rer. publ. HSG, M.Sc. (Econ.); Place of residence: Wolfhausen, ZH; First election to the Board of Directors: 2020; Training/degree: Licentiate in Political Science/International Relations at the University of St. Gallen (HSG) and Master Degree in Economics at the London School of Economics and Political Science; Professional background: 1993 to 1995 Research assistant for goods transport at the FDFA/FDEA Integration Office, Bern and Brussels; 1995 to 2006 worked for Nestlé Suisse SA, Vevey and Nestlé Australia Ltd, Sydney, ultimately as Vice President Exports; 2006 to 2016 CEO of Confiseur Läderach AG, Ennenda; 2016 to 2018 Managing Director, Group Management & Operations, Läderach Group, Ennenda; Professional activity: Since 2018 independent management consultant and Managing Partner of Experts for Leaders AG, Zurich; Other activities: Since 2010 member of the Board of Directors of Gübelin Holding AG, Lucerne; since 2013 member of the Board of Directors (Chair 2016 to 2020) of Bank Linth LLB AG, Uznach; since 2019 Delegate of the Board of Directors of Ylex AG, Aarau; since 2020 chair of Zibatra Beteiligungen AG, Rickenbach SO.

The members of the Board of Directors have not been active in the Group Management of HOCHDORF Holding Ltd or any other group company in the last three business years, nor had they significant business relationships with HOCHDORF Holding Ltd or any other group company.

3.2. Election and period of office

The members are elected by the Annual General Meeting on individual ballets for a term of one year, expiring at the time of the next ordinary Annual General Meeting. Re-election is possible. The retirement age for members of the Board of Directors is 70. The Annual General Meeting elects the Chair of the Board of Directors from among the members of the Board of Directors as well as the members of the Personnel and Remuneration Committee.

All elections and votes are conducted openly, unless a majority requests a secret ballot.

3.3. Permitted number of other mandates (as members of the Board of Directors or as member of other governing bodies)

In line with Article 15 of the Articles of Association of HOCHDORF Holding Ltd, members of the Board of Directors may hold a maximum of 3 mandates in listed companies within the meaning of Art.727 para. 1 item 2 CO, 5 mandates in non-listed companies within the meaning of Art.727 para. 1 item 2 CO and 10 mandates in a legal entity that does not meet the above criteria.

3.4. Operating procedures for the Board of Directors

The Board of Directors meets at least four times each year and as often as business requires. In the business year 2020, the Board of Directors met for ten full-day regular meetings and twelve extraordinary meetings. All members attended all ordinary meetings. The agenda items for the meetings are set by the Chair. Likewise, any member of the Board of Directors may request in writing the inclusion of items on the agenda.

The CEO and the CFO participate in meetings of the Board of Directors in an advisory capacity. When required, the Board of Directors also invites external specialists and other members of the Group Management or other employees for advice on specific topics. In addition, the Chair of the Board of Directors meets with the CEO for work sessions.

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 Chair of the Board of Directors has the deciding vote.

3.5. Committees of the Board of Directors

To support it, the Board of Directors has created an Audit Committee, a Personnel and Remuneration Committee and a Market and Strategy Committee, each consisting of at least two non-executive members. In order to organise its duties efficiently and effectively, the Board of Directors relies on recommendations of these committees.

The chairpersons of the committees report to the Board of Directors at each Board meeting on their activities and results. They also keep minutes of their deliberations and resolutions, which are made available to all members of the Board. In the case of important matters, the Board of Directors is informed immediately after the meeting. The committees are subject to regular performance assessments (self-evaluation).

The following table shows the division of responsibilities of all members of the Board of Directors since the AGM 2020:

Audit Committee Market and Strategy Committee Personnel and Remuneration Committee
Jürg Oleas
Chair of the Board of Directors
x x x
Andreas Herzog
Vice Chair of the Board of Directors
x
(Chair)
Markus Bühlmann
Member
x
Jean-Philippe Rochat
Member
x x
(Chair)
Ralph Siegl
Member
x
(Chair)
x

Audit Committee

The members of the Audit Committee are elected by the Board of Directors for the term of office until the next General Meeting; the Committee constitutes itself. The Board of Directors appoints the Chair.

In 2020, the Audit Committee had three members and met six times. The meetings were attended by representatives of the auditors, the CEO and CFO and, on a case-by-case basis, other members of the Group Management as well as external advisors. All committee members attended all meetings and regularly received the written internal audit reports.

The Audit Committee supports the Board of Directors in its supervision of the Group Management, particularly with regard to financial matters. The main tasks of the Audit Committee are:

  • Monitoring internal and external accounting and financial reporting to shareholders and the public. Assessment of the consolidated and individual financial statements of the Group companies with recommendation to the Board of Directors for submission to the Annual General Meeting
  • Assessing the effectiveness and independence of the external auditors and the interaction with the internal auditors. Evaluation and recommendation to the Board of Directors regarding the selection of the external auditors as well as internal audit measures
  • Assessment of the functionality of the internal control system of the group of companies, including risk management
  • Observation of the development of and compliance with legal and regulatory provisions, in particular accounting standards, auditing principles, to the SIX Swiss Exchange, as well as adherence to internal regulations and principles (compliance)

Personnel and Remuneration Committee

The members of the Personnel and Remuneration Committee shall be elected by the Annual General Meeting for the term of office until the next Annual General Meeting and constitutes itself. The Board of Directors appoints the Chair.

In 2020, the Personnel and Compensation Committee had three members and met twelve times. The meetings were attended by the CEO and the Head of Human Resources on a case-by-case basis. All committee members attended all meetings.

The main tasks of this committee are:

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

Market and Strategy Committee

The members of the Market and Strategy Committee shall be elected by the Board of Directors for the term of office until the next Annual General Meeting and constitutes itself. The Board of Directors appoints the Chair.

In 2020, the Market and Strategy Committee had three members and met six times. The meetings were attended by the CEO and other members of the Group Management. All committee members attended all meetings.

The main tasks of this 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 the Group Management.

3.6. Management and regulation of competences

The Board of Directors is responsible for the overall management of the HOCHDORF Group and its companies. It decides on all matters assigned to it by law, the Articles of Association and the HOCHDORF Group's Organisational Regulations. It has the following inalienable and non-transferable duties:

  • Overall management and supervision of the company and the issuing of the necessary regulations and directives (e.g. on the corporate mission statement, corporate policy, corporate planning and corporate strategy)
  • Determining the organisation, shareholding and capital structure
  • Defining the accounting, financial controlling and budgeting procedures, and the requirements of the internal control system and risk management specific to the needs of the company
  • Appointment and dismissal of persons entrusted with managing and representing the company and the issuance of signature regulations
  • Supervision of all persons entrusted with the management of the company, specifically with respect to compliance with the law, the Articles of Association and the pertinent regulations and directives
  • Preparation of the Annual Report; preparing for the AGM and then implementing its decisions
  • Notification of the courts in the event of over-indebtedness
  • Passing of resolutions on the proposals to be submitted to the Annual General Meeting regarding the remuneration of the Board of Directors and the Group Management as well as the preparation of the Remuneration Report
  • 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, multi-year financial and liquidity planning
  • Annual and half-yearly financial statements
  • Group organisational chart up to and including the Group Management level
  • Compensation policy
  • Assessment of the main risks
  • 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

Within the framework of the Articles of Association, the Board of Directors assigns the competences of the persons entrusted with management. The Board of Directors fully delegates all inalienable and non-transferable tasks to the CEO, who has the right to issue directives to the other members of the 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.

The CEO chairs Group Management. The CEO leads, monitors and coordinates the members of the Group Management and supplies them with the authorisations required to fulfil their roles. Under the law, Articles of Association and Organisational Regulations governing HOCHDORF, the CEO holds the necessary management authorisations. In particular, the CEO is responsible for the following tasks:

  • Implementation of the strategic objectives, definition of key operational areas and priorities as well as ensuring the availability of the material and staffing resources required to fulfil these
  • The management, monitoring and coordination of the remaining members of Group Management
  • Convening, preparing and chairing the meetings of the Group Management

3.7. Information and control instruments with regard to Group Management

The division of responsibilities and the type of cooperation between the Board of Directors, the CEO and the Group Management are laid down in the Articles of Association and in the Organisational Regulations of the HOCHDORF Group.

The CEO prepares the budget and the strategic medium-term planning together with the Group Management and submits them to the Board of Directors for approval. The CEO regularly reports on the course of business, risks in the group and personnel changes at management level. The Board of Directors receives all minutes of the Group Management meetings, which are usually monthly. Extraordinary events are promptly communicated to the members of the Board of Directors via circular. Outside the meetings, each member of the Board of Directors may request information from the members of the Group Management on the course of business and on transactions.

Otherwise, the following additional control systems are in place:

  • Reporting: The Board of Directors receives a monthly report from the Group Management that provides information on the income statement and cash flow statement at Group level and for the legal entities and important investment projects. These figures are compared with the budget and the previous year. A year-end forecast is prepared on a quarterly basis.
  • Risk management process: As part of a formalised process, risks are identified by the Group Management at least once a year and assessed according to financial impact and probability of occurrence. The Group Management provides information on these risks and proposes measures to be implemented, which are approved by the Board of Directors, and monitors their implementation (see also risk report on page 26 of the Annual Report)
  • Internal and external auditors: The internal and external auditors liaise directly with the Audit Committee by attending meetings, approving audit content and receiving all audit reports. The external audit assesses the effectiveness of internal control systems. The creation of a new Senior Internal Auditor position in the 1st quarter of 2021 will further strengthen this control

3.8. Compensation, shareholdings, loans

The relevant information can be found in the Remuneration Report.