3.1. Members of the Board of Directors
The Board of Directors of HOCHDORF Holding Ltd consists of five non-executive members. The basis for nomination is the fulfilment of a specific requirement profile. In addition to the expertise relevant to the long-term strategic development of HOCHDORF, this also takes into account the balance of the Board.
The members of the Board of Directors of HOCHDORF Holding Ltd have not served on the Group Management of HOCHDORF Holding Ltd or any other Group company in the past three business years nor have they had any significant business relationships with HOCHDORF Holding Ltd or any other Group company.
Jürg Oleas (Chair of the Board of Directors)
1957, Swiss citizen; Profession: Mechanical engineer; Place of residence: Eich, LU; First election to the Board of Directors: 2020; Elected until: Annual General Meeting 2022; 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; since 2011 Member of the Board of Directors of RUAG Holding AG, Bern; 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, Rapperswil-Jona.
1962, Swiss citizen; Profession: Master farmer; Place of residence: Rothenburg, LU; First election to the Board of Directors: 2019; Elected until:Annual General Meeting 2022; 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 activitie: since 2014 member of the pilot project REDES BLW; 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.
1957, Swiss citizen; Profession: Business economist; Place of residence: Laax, GR; First election to the Board of Directors: 2020; Elected until:Annual General Meeting 2022; Training/degree: Various postgraduate courses in marketing and financial management at business schools in France, Canada and the USA after graduating in business economics (HWV); 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 AG, Uzwil; Professional activity: Self-employed since October 2019; Other activities: since 2017 Chair of the Swiss-Chinese Chamber of Commerce; since 2018 Member of the Board of Directors of SeedCapital Invest AG, Sempach; since 2019 Chairman of the Board of Directors of Systemcredit AG, Schlieren; since 2019 Member of the Board of Directors of Meyer Burger Technology AG Thun; since 2019 Member of the Board of Directors of SBB AG, Bern; since 2021 Board of Directors of Kleiderberg.ch AG, Rüschlikon.
1957, Swiss citizen; Profession: lawyer; Place of residence: Lausanne VD; First election to the Board of Directors: 2020; Elected until:Annual General Meeting 2022; 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 director mandates (e.g. Board of Directors of Investissement Foncier SA-La-Foncière, Lausanne; Board of Directors of Vaudoise Assurances Holding AS, Lausanne; Board of Directors of Vetropack Holding SA, Saint-Prex).
1966, Swiss citizen; Profession: Political scientist and economist; Place of residence: Wolfhausen; ZH; First election to the Board of Directors: 2020; Elected until: Annual General Meeting 2022; 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 various positions at 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 President and 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 Menber of the Board of Directors of Ylex AG, Aarau; since 2020 Chair of Zibatra Beteiligungen AG (Holding company), Rickenbach SO; since 2021 member of the Board of Directors of W. Kündig & Cie. AG, Zurich.
3.2. Permissible number of other mandates
Members of the Board of Directors may hold a maximum of three other mandates as members of the Board of Directors in listed companies that are considered public companies pursuant to Art. 727 (1)(1) CO, as well as an additional five mandates in non-listed companies pursuant to Art. 727 (1)(2) CO and ten mandates in a legal entity that does not meet the above criteria.
3.3. 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 provided that a member of the Board of Directors has not reached or will not reach the age of 70 in the calendar year in question (age limit).
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. Otherwise, the Board of Directors constitutes itself.
All elections and votes are conducted openly, unless a majority requests a secret ballot.
3.4. Functioning of the Board of Directors
The Board of Directors meets at least four times each year and as often as business requires. In the 2021 business year, the Board of Directors met for nine full-day regular meetings and four extraordinary meetings. All members attended all regular meetings.
As a rule, meetings are called in writing seven days in advance with the agenda items included. In urgent cases, the Chair may deviate from these formal requirements.
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 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.
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.
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 Board members. 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 2021:
|Audit Committee||Market and Strategy Committee||Personnel and Remuneration Committee|
Chair of the Board of Directors
Vice Chair of the Board of Directors
The members of the Audit Committee are elected by the Board of Directors for the term of office until the next Annual General Meeting; the Committee constitutes itself. The Board of Directors appoints the Chair.
In 2021, the Audit Committee had three members and met five 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. With one excused exception, 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, requirements of 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 are elected by the Annual General Meeting for the term of office until the next Annual General Meeting; the Committee constitutes itself. The Board of Directors appoints the Chair.
In 2021, the Personnel and Remuneration Committee had three members and met six times. The meetings were attended by the CEO and the VP Human Resources on a case-by-case basis. All committee members attended all meetings.
The main tasks of this committee are:
- Support and advice to ensure a far-sighted human resources policy at HOCHDORF
- Drawing up competence profiles of the Board of Directors and the CEO, ensuring succession planning in the Board of Directors including identification and evaluation of new candidates
- Performance appraisal of the CEO and, if applicable, members of the Group Management
- Drawing up employment agreements for the members of the Group Management
- Recommendations for the compensation of the members of the Board of Directors and the Group Management, including the assessment of corresponding remuneration systems
Market and Strategy Committee
The members of the Market and Strategy Committee are elected by the Board of Directors for the term of office until the next Annual General Meeting; the Committee constitutes itself. The Board of Directors appoints the Chair.
In 2021, the Market and Strategy Committee had three members and met three times. The CEO and additional members of the Group Management took part in the meetings. 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. Division of responsibilities between the Board of Directors and the Group Management
The Board of Directors may pass resolutions on all matters that are not assigned to the Annual General Meeting. It conducts the business of the company itself insofar as it is legally obliged to do so (Art. 716a CO) or has not delegated this to the Group Management or individual members of the Board of Directors in accordance with the organisational regulations.
Based on this, the Board of Directors of HOCHDORF Holding Ltd discusses and decides on the following matters in particular:
- Definition of the corporate mission statement, the corporate policy and the corporate strategy and preparation of the necessary regulations
- Annual and investment budget, multi-year financial and liquidity planning
- Annual and half yearly financial statements
- Group organisational chart up to and including the Group Management
- Wage policy
- Design of an internal control system (ICS) and risk management adapted to the needs of the company.
- Strategy-relevant cooperations and contracts, in particular the purchase and sale of participations, companies, parts of companies, lines of business and rights to products or intangible property rights
- Foundation and dissolution of companies
- Nomination of Board member candidates for the attention of the AGM
- Election of Board of Directors for subsidiaries
- Appointment and dismissal of the persons entrusted with the management of the company
The Board of Directors delegates all other duties in full to the CEO, who has the right to issue instructions 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 presiding over Group Management meetings
In addition, the division of responsibilities and the type of cooperation between the Board of Directors, CEO and Group Management are set out in detail in the HOCHDORF Group's organisational regulations.
3.7. Information and control instruments with regard to Group Management
At each meeting, the Board of Directors is informed by the Chairs of the Committees, by the CEO, CFO and, depending on the agenda item, by other employees about the course of business, risks, the financial situation and important business events (e.g. changes in management personnel). The Board of Directors also 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 the 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 probability of occurrence and extent of damage. The Group Management presents these to the Board of Directors, including the measures to be implemented (see also the Risk Report on page 33 of the Annual Report)
- Internal and external auditors: The internal and external auditors liaise directly with the Audit Committee, primarily through attendance at meetings. The internal auditor reports directly to the Chair of the Audit Committee and is an essential part of the internal control system. The Audit Committee approves the annual audit plan of the internal auditor, receives all audit reports and is informed about the findings as well as the related measures