The Board of Directors of Von Roll Holding AG comprises the following members:
|Dr. Peter Kalantzis||CH/GR||1945||2007||Chairman, non-executive|
|Guido Egli||CH||1951||2007||Vice-Chairman, non-executive|
|Gerd Amtstätter||D||1943||2007||Member, non-executive|
|Gerd Peskes||D||1944||2000||Member, non-executive|
|August François von Finck||CH||1968||2010||Member, non-executive|
|Dr. Christian Hennerkes||D||1971||2016||Delegate, executive|
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
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 Board of Directors of Mövenpick Holding AG, Baar, Switzerland; Member of the Board of Directors of Clair AG, Cham, Switzerland; Supervisory Board Chairman of ARAG SE, Düsseldorf, Germany; Vice-Chairman 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, Mühlheim, Germany
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 AG, 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
Law degree including legal traineeship (Konstanz, Stuttgart, San Francisco)
Member of the Supervisory Board of Interstuhl Büromöbel GmbH & Co. KG, Messstetten-Tieringen, Germany
None of the non-executive Members of the Board of Directors belonged to either the Executive Management of Von Roll Holding AG or to one of its subsidiaries, nor did they have significant business relations with the latter during the reporting year or the three financial years preceding it.
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 is stipulated as follows with binding effect in the Articles of Association:
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 re-elected 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 (http://www.vonrollgroup.com/en/corporate-governance/corporate-governance1/rules-of-organization). The following paragraphs summarise the main elements of the organisational regulations.
3.5.1 Division of responsibilities on the Board of Directors
The Board of Directors constitutes itself subject to statutory regulations and the Articles of Association. The individual functions (Chairman, Vice-Chairman and Delegate) are listed in section 3.1.
The Chairman’s responsibilities and competences particularly include preparing the agenda items for the Annual General Meeting and, together with the Delegate of the Board of Directors, for 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.
The Delegate of the Board of Directors manages the Von Roll Group in the role of CEO. He helps the Chairman to prepare for the meetings of the Board of Directors. He also makes decisions in consultation with the Chairman in urgent cases.
3.5.2 Membership of all committees of the Board of Directors, their responsibilities and the scope of their competences
The Board of Directors has the following committees:
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.
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 CFO participates 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 an advisory capacity without voting rights 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 Chairmen of the committees report to the Board of Directors on the committee’s activities. Members of the Board of Directors are provided with minutes of committee meetings. 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 six times during the reporting year. Meetings lasted 14 hours 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 twice. Each meeting lasted at least 2 hours on average. The Remuneration Committee met once in the reporting year. The meeting lasted 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 in particular. These are available on Von Roll Holding AG’s website, www.vonroll.com, under “Rules of Organization” in the Corporate Governance section (www.vonrollgroup.com/en/corporate-governance/corporate-governance1/rules-of-organization/). The Board of Directors has delegated responsibility for business operations to the Delegate of the Board of Directors/CEO of Von Roll Holding AG. However, the Board of Directors makes decisions regarding acquisitions, divestments and restructuring. In particular, it also decides on investments in companies and involvement in joint ventures, the purchase and sale of real estate and the sale of property, plant and equipment worth over CHF 2 million, real estate rental agreements with a term of more than five years or costing over CHF 5 million, long-term partnerships and licensing agreements with financial commitments exceeding CHF 5 million, any operating expenditure or contracts which involve Von Roll making a commitment in excess of CHF 10 million, contracts with consultants with budgeted or non-budgeted fees of over CHF 2 million or CHF 0.2 million respectively, gifts and grants worth over CHF 0.1 million, legal claims and their settlement incurring cost risks or costs exceeding CHF 1 million, and changes to pricing policy or terms and conditions by the sales team that are expected to have a significant negative impact on the agreed budget. The Board of Directors then decides whether to open transaction-specific long-term credit facilities, use sanctioned credit lines of over CHF 20 million, grant loans of over CHF 10 million to Group companies, allow Group companies to invest over CHF 10 million with authorised banks, issue Group guarantees and bank guarantees as well as bid bonds, performance guarantees and payment guarantees in excess of CHF 10 million, agree to an increase or reduction in the capital of Group companies exceeding CHF 5 million, and engage in currency hedging transactions with a potential risk of over CHF 15 million. Furthermore, the Board of Directors decides on any other matters that are relevant to the Group and cannot be delegated by law.
The Delegate of the Board of Directors/CEO forms the link between the Board of Directors and the Executive Management. He ensures that the Chairman is regularly updated on business activities and all important issues and events. 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 carefully 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 strategic, 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 Directors is immediately advised of risks entailing a gross exposure in excess of CHF 25 million. Risk management 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 processes 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 control 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. New risks were also identified via direct contact between departments and the risk management team.