3. Board of Directors


The Board of Directors of Von Roll Holding AG comprises the following members:

NameNationalityBornMember sinceFunction
Dr. Peter KalantzisCH/GR19452007Chairman, non-executive
Guido EgliCH19512007Vice-Chairman, non-executive
Gerd AmtstätterD19432007Member, non-executive
Gerd PeskesD19442000Member, non-executive
August François von FinckCH19682010Member, non-executive
Dr. Christian HennerkesD19712016Delegate, executive


Dr. Peter Kalantzis

  • Chairman since 12 / 2010, previously Member
  • Swiss and Greek national
  • Dr. rer. pol., University of Basel, Switzerland

Professional career

  • 1971–1990: Various management positions, last position as Delegate to the Board of Directors of Lonza AG, Basel, Switzerland
  • 1991–2000: General Director and Member of the Executive Management of the Alusuisse-Lonza Group AG, Zurich, Switzerland. From 1991 to 1996 Head of Chemistry division and then 
responsible for Group development from 1997 to 2000.

Other activities

  • Chairman of the Board of Directors of Clair AG, Cham, Switzerland; Chairman of the Board of Directors of Degussa Sonne/Mond Goldhandel AG, Cham, Switzerland; Member of the Board of Directors of Mövenpick Holding AG, Baar, Switzerland; Member of the Board of Directors of CNH Industrial NV, Amsterdam, Netherlands; Member of the Board of Directors of Paneuropean Oil and Industrial Holding SA, Luxembourg; Member of the Board of Directors of Consolidated Lamda Holdings Ltd., Luxembourg; Member of the Board of Directors of SGS SA (Société Générale de Surveillance), Geneva, Switzerland; Chairman of the Board of Directors of Hardstone Services SA, Geneva, Switzerland


Guido Egli

  • Vice Chairman
  • Swiss national
  • Degree from University of Applied Sciences, Switzerland, and degree from the London Business School, UK

Professional career

  • 1977–2001: Various management positions, e.g. as Director Sales and Marketing with the Emmi Group, CEO and Delegate to the Board of Directors of Hero, Lenzburg, Switzerland
  • 1996: Foundation of own consulting company "ifm Food Marketing", Lucerne, Switzerland, with various consultancy mandates in Switzerland and abroad
  • 2001–2014: Mövenpick Foods Switzerland Ltd., Baar, Switzerland, Chairman of the Board of Directors and CEO
  • 2006–2014: Mövenpick Holding AG, Baar, Switzerland, CEO

Other activities

  • Chairman of the Board of Directors of Kursaal Casino AG, Lucerne, Switzerland; Chairman of the Board of Directors of Grand Casino Luzern AG, Lucerne, Switzerland; Chairman of the Board of Directors of Casino Online AG, Lucerne, Switzerland; Chairman of the Board of Directors of Parkhaus Casino-Palace AG, Lucerne, Switzerland; Member of the Board of Directors of Meyerhans Mühlen AG, Weinfelden, Switzerland;  Member of the Board of Directors of Reitzel S.A., Fribourg, Switzerland; Member of the Board of Directors of Provins société coopérative, Sion, Switzerland; Member of the Board of Directors of Gamag Management AG, Lucerne, Switzerland


Gerd Amtstätter

  • Member
  • German national
  • Degree in law from the University of Munich, Germany

Professional career

  • 1971–1975: Member of the management team of a medium-sized company
  • 1975–1998: Government of the Free State of Bavaria, Germany, latterly 
as Assistant Secretary of State (Ministerialdirektor) at the Ministry of Finance
  • Since 1998: General Manager of von Finck'sche Hauptverwaltung

Other activities

Member of the Management Board of Nymphenburg Immobilien AG, Munich, Germany; Member of the Management Board of Amira Verwaltungs AG, Munich, Germany; Supervisory Board Chairman of Custodia Holding AG, Munich, Germany; Supervisory Board Chairman of Staatliche Mineralbrunnen AG, Bad Brückenau, Germany; Supervisory Board Chairman of Oppmann Immobilien AG, Würzburg, Germany; Member of the Advisory Board of FidesSecur Versicherungsmakler GmbH, Munich, Germany


Gerd Peskes

  • Member
  • German national
  • Business degree from Bochum University of Applied Sciences, Germany
  • Professional accountant

Professional career

  • Since 1978: Managing Director of Gerd Peskes GmbH Wirtschaftsprüfungsgesellschaft, Düsseldorf, Germany

Other activities

Vice Chairman of the Supervisory Board of Custodia Holding AG, Munich, Germany; Vice Chairman of the Supervisory Board of Nymphenburg Immobilien AG, Munich, Germany; Member of the Supervisory Board of RHI AG, Vienna, Austria; Member of the Board of Directors of Mövenpick Holding AG, Cham, Switzerland; Member of the Board of Directors of Clair AG, Cham, Switzerland; Supervisory Board Chairman of ARAG SE, Düsseldorf, Germany; Member of the Supervisory Board of Apetito AG, Rheine, -Germany; Member of the Supervisory Board of Claas KGaA, Harsewinkel, Germany; Chairman of the Supervisory Board of Substantia AG, Munich, Germany; Chairman of the Advisory Board of Katjes Holding GmbH & Co. KG, Emmerich, Germany; Member of the Advisory Board of LK Mahnke GmbH & Co. KG, Mülheim, Germany


August François von Finck

  • Member
  • Swiss national
  • Master of Business Administration(MBA), Georgetown University, USA
  • Bachelor of Science (BS), Georgetown University, USA
  • Banking degree, Schweizerischer Bankverein, Basel, Switzerland

Professional career

  • Entrepreneuer

Other activities

Chairman of the Board of Directors of Carlton-Holding AG, Allschwil, Switzerland; Member of the Board of Directors of SGS SA, Geneva, Switzerland; Vice Chairman of the Board of Directors of Bank von Roll, Zurich, Switzerland; Member of the Supervisory Board of Custodia Holding AG, Munich, Germany; Member of the Supervisory Board of Staatliche Mineralbrunnen AG, Bad Brückenau, Germany


Dr. oec. Christian Hennerkes

  • Delegate of the Board of Directors, Chief Executive Officer (CEO)
  • German national
  • Doctoral degree in Economy from the University of Hohenheim, Germany
  • Law degree  (Konstanz, Stuttgart, San Francisco)

Professional career

  • 2001 – 2005: Member of The Boston Consulting Group, most recently as Manager/Principal
  • 2005 – 2015: Director and Member of the management team of various companies in the consumer and industrial goods industry sector (Theo Müller, Travel IQ GmbH, Menerga GmbH)
  • Since 2015: Managing Director and Partner of Primus Ventures GmbH, Stuttgart, Germany
  • Since 13 April 2016: Member of the Board of Directors of Von Roll Holding AG, Breitenbach, Switzerland
  • Since 1 October 2016: Chief Executive Officer (CEO) and Delegate of the Board of Directors of Von Roll Holding AG, Breitenbach, Switzerland

Other activities

Member of the Supervisory Board of Interstuhl Büromöbel GmbH & Co. KG, Meßstetten-Tieringen, Germany

Information on the other activities and interests of the Members of the Board of Directors is shown in section 3.1.

The number of external offices has been stipulated as follows with binding effect in the revised Articles of Association approved by the Annual General Meeting on 15 April 2015.

Members of the Board of Directors must not simultaneously hold more than 20 offices in top-tier management or administrative bodies of legal entities outside the Group which are subject to entry in the Swiss commercial register or a similar register in another country. Of these offices, no more than 15 may be exercised in listed legal entities. Multiple offices within the same group and offices exercised on behalf of a group or legal entity (including offices in care institutions, joint ventures and legal entities in which a significant stake is held) count as one office. Offices in non-profit or charitable legal entities such as clubs, associations and foundations are not subject to the above restrictions, but must not exceed 15.

Each Director is elected by the Annual General Meeting for a one-year term, which runs until the end of the next Ordinary General Meeting. Directors may be reelected with no restrictions. There is no age limit.

The Chairman of the Board of Directors and Members of the Remuneration Committee are also elected by the Annual General Meeting.

The organisation of the Board of Directors and its committees is detailed in the organisational regulations. These are available on Von Roll Holding AG’s website, www.vonroll.com, under “Rules of Organization” in the Corporate Governance section, under “Media & Investor Relations” (http://www.vonrollgroup.com/en/ corporate-governance/corporate-governance1/rules- of-organization/). The following paragraphs summarise the main elements of the organisational regulations.

The Chairman’s responsibilities and competences particularly include preparing the agenda items for the Annual General Meeting and meetings of the Board of Directors, convening meetings of the Board of Directors, chairing the Annual General Meeting and meetings of the Board of Directors, ordering and monitoring the implementation of decisions of the Annual General Meeting and meetings of the Board  of Directors, monitoring compliance with the guidelines and regulations on business policy approved by the Board of Directors, supervising and monitoring the business development and activities of the Executive Management on an ongoing basis, observing ad-hoc notification requirements in  collaboration with the Executive Management and making executive decisions in urgent and unavoidable cases. The Vice-Chairman represents the Chairman if he is prevented from exercising his function.

3.5.1 Division of responsibilities on the Board of Directors

Directors

The Board of Directors constitutes itself subject to statutory regulations and the Articles of Association. The individual functions (Chairman and Vice-Chairman) are listed in section 3.1. The Chairman’s responsibilities and competences particularly include preparing the agenda items for the Annual General Meeting and meetings of the Board of Directors, convening meetings of the Board of Directors, chairing the Annual General Meeting and meetings of the Board of Directors, ordering and monitoring the implementation of decisions of the Annual General Meeting and meetings of the Board  of Directors, monitoring compliance with the guidelines and regulations on business policy approved by the Board of Directors, supervising and monitoring the business development and activities of the Executive Management on an ongoing basis, observing ad-hoc notification requirements in  collaboration with the Executive Management and making executive decisions in urgent and unavoidable cases. The Vice-Chairman represents the Chairman if he is prevented from exercising his function.

3.5.2 Committees of the Board of Directors and their methods of operation
The Board of Directors has the following committees :

Audit Committee
The Audit Committee is a standing committee of the Board of Directors. It supports the Board of Directors in the assumption of its responsibility for the Group in the area of financial reporting, the application of accounting standards and systems, and the external audit. The activities of the Audit Committee do not release the Board of Directors from its legal obligations and the decision-making power remains with the Board of Directors. The Audit Committee comprises Members of the Board of Directors Gerd Peskes (Chairman), Gerd Amtstätter and Dr. Peter Kalantzis.

Remuneration Committee
The Remuneration Committee is a standing committee of the Board of Directors. It assists the Board of Directors with setting and reviewing the remuneration strategy and guidelines, and the qualitative and quantitative remuneration criteria as well as with preparing motions for the Annual General Meeting relating to the remuneration of the Board of Directors and the Executive Management. It is responsible for monitoring the selection of managers as well as their terms of employment. The Remuneration Committee has no decision-making powers. The duties and competences assigned to the Board of Directors under the organisational regulations and by law remain with the full Board of Directors. The Remuneration Committee comprises the Members of the Board   of Directors Gerd Amtstätter (Chairman), Guido Egli and August François von Finck.

3.5.3 Working methods of the Board of Directors and its Committees
The Board of Directors and its committees make their decisions and decide elections with an absolute majority of the votes cast. In the event of a tied vote, the respective Chairman has the casting vote. The Members of the Executive Management participate in an advisory capacity without voting rights in meetings of the Board of Directors for the agenda items relating to business activities. The CEO and CFO regularly attend meetings of the Audit Committee and the CEO regularly participates in meetings of the Remuneration Committee. The Remuneration Committee can call in external specialists. The invitation letters to the meeting show all the agenda items that a Member of the Board of Directors, a committee or a Member of  the Executive Management wishes  to discuss. The dates for the ordinary meetings are set at an early stage so that all members are able to attend in person. The participants of the meeting receive detailed written documentation in advance for all motions. The  Chairman convenes the  Board of Directors as often as business operations require and when a member submits a request in writing specifying the desired agenda items. The Board of Directors met nine times during the reporting year. Meetings lasted 23 hours and 55 minutes in  total. The Audit Committee and Remuneration Committee assemble as often as business operations require and at least twice a year. During the reporting year, the Audit Committee met three times. Meetings lasted around 2 hours on average. The Remuneration Committee met twice in the reporting year. A typical meeting lasted nearly 30 minutes.

The Board of Directors is responsible for the company’s overall management as well as supervising the management of Von Roll Holding AG and the Group, in particular with regard to compliance with legislation, the Articles of Association, regulations and instructions. The Board of Directors issues the necessary guidelines regarding business policy and receives regular reports about business development. It may give orders and instructions to the Members of the Executive Management. The powers and responsibilities and nature of cooperation between the Board of Directors and the Executive Management are stipulated in the organisational regulations. These are available on Von Roll Holding AG’s website, www.vonroll.com, under “Rules of Organization” in the Corporate Governance section, under “Media & Investor Relations” (http:// www.vonrollgroup.com/en/corporate-governance/ corporate-governance1/rules-of-organization). The Board of Directors has delegated responsibility for business operations to the Executive Management of Von Roll Holding AG. However, in accordance with its resolution, the Board of Directors continues to make important personnel decisions and decisions regarding acquisitions and divestments. The Board of Directors also decides on investments in technology, depending on the type of investment concerned, that exceed CHF 1 million, as well as any operating expenditure or contracts which involve Von Roll making a commitment in excess of CHF 10 million. Furthermore, the Board of Directors decides on any other matters that are relevant to the Group and cannot be delegated by law.

The Executive Management provides transparent and timely information and documentation to the  Board of Directors. Each Member of the Board of Directors receives the detailed monthly financial statements plus comments and semi-annual and annual financial statements. The CEO and CFO also report regularly to the meetings of the Board of Directors on business activities and all matters relevant to the Group including significant legal cases. The CEO and CFO regularly attend the Audit Committee’s meetings.  The CEO regularly attends the Remuneration Committee’s meetings, apart from when his remuneration is being discussed. Site visits complete the information received. Each year, based on the proposals of the Executive Management, the Board of Directors discusses and approves the next year’s budget, which it then regularly reviews. Once a year, the Board of Directors reviews the strategic direction of the Group.

The Board of Directors and Executive Management attach a great deal of importance to dealing care- fully with risk and extended their risk management systems in the reporting year. In addition to ensuring that comprehensive and effective insurance cover is in place, risk management involves the systematic identification, assessment and reporting of stra- tegic, operational and financial risk. Strategic risk is primarily assessed by the Board of Directors, while financial and operational risk is the responsibility of Executive Management. In 2014, a Risk Management Board headed by the CFO was introduced. The   Risk Officer reports to Executive Management on risk management every six months. The Board of Direct- ors is immediately advised of risks entailing a gross exposure in excess of CHF 25 million. Risk manage- ment is not only limited to the Group’s finances but includes all business segments and companies and is defined by the Risk Management Board. Suitable management tools were assigned to identified risks. According to their importance, risks were allocated  to the key processes procurement, production and sales, and in accordance with risks to support pro- cesses such as IT communications technology and Human Resources. The risk assessment carried   out is based on information obtained in interviews with key staff. Risks are categorised in accordance with the same framework as that used in the internal con- trol system. For the top ten risks (including those which can lead to incorrect or fraudulent reporting), a detailed analysis of the probability of their occurring and their impact was carried out, which constitutes the basis for the introduction of an appropriate risk management process. Risk management activities are focused on hedging currency and metal price risks and in managing receivables. New risks were also identified via direct contact between depart- ments and the risk management team.