3. Board of Directors


As at December 31, 2019, the Board of Directors of Von Roll Holding AG comprises the following members:


NameNationalityBornMember sinceFunction
Dr. Peter KalantzisCH/GR19452007Chairman, non-executive1
Guido EgliCH19512007Vice-Chairman, non-executive
Gerd AmtstätterD19432007Member, non-executive
Gerd PeskesD19442000Member, non-executive
August François von FinckCH19682010Member, non-executive
Dr. Christian HennerkesD19712016Delegate, executive

1 Chairman since 12/2010

Dr. Peter Kalantzis

  • Chairman of the Board of Directors

Education

  • Dr. rer. pol., University of Basel, Switzerland

Professional career

  • 1971–1990: Various management positions, last position as Delegate of 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 the Chemistry division and subsequently responsible for Group development from 1997 to 2000

Other activities and vested interests

  • Chairman of the Board of Directors of SGS SA, Geneva, Switzerland; 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; Chairman of the Board of Directors of HARDSTONE SERVICES SA, Geneva, Switzerland; 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; President of the Foundation Board of John S. Latsis Public Benefit Foundation, Vaduz, Principality of Liechtenstein; President of the Foundation Board of Gnosis Foundation, Vaduz, Princi- pality of Liechtenstein.


Guido Egli

  • Vice-Chairman of the Board of Directors

Education

  • Degree from University of Applied Sciences, Switzerland 
  • Degree from the London Business School, UK

Professional career

  • 1977–1996: 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 since then
  • 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 and vested interests

  • Chairman of the Board of Directors of Kursaal-Casino AG, Lucerne, Switzerland; Chair- man of the Board of Directors of Grand Casino Luzern AG, Lucerne, Switzerland; Chair- man of the Board of Directors of Casino Online AG, Lucerne, Switzerland; Chairman of the Board of Directors of Parkhaus Casino-Palace AG, Lucerne, Switzerland; Chairman of the Board of Directors of Meyerhans Mühlen AG, Weinfelden, Switzerland; Vice-Chair- man of the Board of Directors of PROVINS société coopérative, Sion, Switzerland; Vice-Chairman of the Board of Directors of Valais Mundi SA, Ayent, Switzerland; Mem- ber of the Board of Directors of Remimag Holding AG, Zug, Switzerland; Member of the Board of Directors of Remimag Gastronomie AG, Rothenburg, Switzerland; Member of the Board of Directors of Remimag AG, Rothenburg, Switzerland; Member of the Board of Directors of REITZEL S.A., Fribourg, Switzerland; Member of the Board of Directors of Gamag Management AG, Rothenburg, Switzerland; Member of the Board of Direc- tors of Riviera Restaurants AG, Bern, Switzerland; Member of the Foundation Board of the Foundation of the Pontifical Swiss Guard in the Vatican, Fribourg, Switzerland; Member of the Advisory Board of J. Bauer & Co. KG, Wasserburg, Germany


Gerd Amtstätter

  • Member of the Board of Directors

Education

  • 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 and vested interests

  • Supervisory Board Chairman of Nymphenburg Immobilien AG, Munich, Germany; Supervisory Board Chairman of Amira Verwaltungs AG, Munich, Germany; Supervisory Board Chairman of Custodia Holding SE, Munich, Germany; Supervisory Board Chair- man of Staatliche Mineralbrunnen AG, Bad Brückenau, Germany; Supervisory Board Chairman of Oppmann Immobilien AG, Würzburg, Germany; Member of the Advisory Board of FidesSecur Versicherungsmakler, Munich, Germany


Gerd Peskes

  • Member of the Board of Directors

Education

  • Business degree from Bochum University of Applied Sciences, Germany, professional auditor

Professional career

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

Other activities and vested interests

  • Member of the Board of Directors of Mövenpick Holding AG, Baar, Switzerland; Member of the Board of Directors of Clair AG, Cham, Switzerland; Member of the Board of Direc- tors of Carlton Holding AG, Schaan, Principality of Liechtenstein; Supervisory Board Chairman of ARAG SE, Düsseldorf, Germany; Supervisory Board Chairman of Substan- tia AG, Munich, Germany; Vice-Chairman of the Supervisory Board of Apetito AG, Rheine, Germany; Vice-Chairman of the Supervisory Board of Nymphenburg Immobil- ien AG, Munich, Germany; Member of the Supervisory Board of Claas KGaA, Harsewin- kel, Germany; Chairman of the Advisory Board of Katjes Holding & Co. KG, Emmerich, Germany; Member of the Advisory Board of LK Mahnke & Co. KG, Mühlheim, Germany


August François von Finck

  • Member of the Board of Directors

Education

  • Master of Business Administration (MBA), Georgetown University, USA 
  • Bachelor of Science (BSc), Georgetown University, USA
  • Banking degree, Swiss Bank Corporation, Basel, Switzerland

Professional career

  • Entrepreneuer

Other activities and vested interests

  • Vice-Chairman of the Board of Directors of Bank von Roll AG, Zurich, Switzerland; Mem- ber of the Board of Directors of SGS SA, Geneva, Switzerland; Member of the Supervi- sory Board of Custodia Holding SE, 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)

Education

  • Doctorate in Economics from the University of Hohenheim, Germany
  • Law degree including legal traineeship (Constance, Stuttgart, San Francisco)

Professional career

  • 2001 – 2005: Worked at The Boston Consulting Group, most recently as Manager/Principal
  • 2005 – 2015: Managing Director and partner of various companies in the consumer and indus- trial goods sector (including Unternehmensgruppe Theo Müller, Travel IQ GmbH, Menerga GmbH)
  • Since 2015: Managing Director of Primus Ventures GmbH, Stuttgart, Germany
  • Since 1 October 2016: Chief Executive Officer (CEO) of Von Roll Holding AG, Breitenbach, Switzerland

Other activities and vested interests

  • Member of the Supervisory Board of Interstuhl Büromöbel & 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 vested interests of Members of the Board of Directors is shown in section 3.1.

The permissible number of external offices is determined with binding effect in Section (“Abschnitt”) 3 B Article 24, Para. 1 and 3 of the Articles of Association, which may be viewed at www.vonrollgroup.com / en / corporate-governance / corporate-governance1/articles-of-incorporation/:

Members of the Board of Directors may 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 held 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 nonprofit or charitable legal entities such as clubs, associations and foundations are not subject to the above restrictions but must not exceed 15.

The Chairman of the Board of Directors, the other Members of the Board of Directors and the Members of the People & Remuneration Committee are each elected by the General Meeting for a one-year term, which runs until the end of the next ordinary General Meeting. The Members of the Audit Committee are elected by the full Board of Directors. Re-election is permitted without restrictions. There is no age limit.

The Vice-Chairman of the Board of Directors and the Chairmen of the Audit Committee and the People & Remuneration Committee are elected by the full Board of Directors.

The organization, tasks and scope of the competences of the Board of Directors and its committees are detailed in the organizational regulations. These can be viewed at www.vonrollgroup.com / en / corporate-governance / corporate-governance1/rules-of-organization/. The following paragraphs summarize the essential elements of the organizational regulations.

Allocation of tasks within the Board of Directors

The individual functions (Chairman, Vice-Chairman and Delegate) are listed in section 3.1.

The Chairman’s responsibilities and competences particularly include setting and preparing the agenda items for the General Meeting and (together with the Delegate of the Board of Directors/CEO) for meetings of the Board of Directors, convening meetings of the Board of Directors, chairing the General Meeting and meetings of the Board of Directors, ordering and monitoring the implementation of resolutions of the General Meeting, monitoring compliance with resolutions of the meetings of the Board of Directors and 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, submitting motions to the Board of Directors for appointing and dismissing the CEO, CFO and any other members of the Executive Management, observing ad hoc notification requirements in collaboration with the Executive Management and making executive resolutions 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 decides on all matters that are not non-transferable duties of the Board of Directors in accordance with Article 716a of the Swiss Code of Obligations (CO) or Article 22 of the Articles of Association (which can be viewed under Section (“Abschnitt”) 3 B Article 22 at www.vonrollgroup.com/en/corporate-governance/corporate-governance1/articles-of-incorporation/) and do not fall under the decision-making power of the Board of Directors (see page 22 f. section 3.6). He helps the Chairman to prepare for the meetings of the Board of Directors. He also makes resolutions in consultation with the Chairman in urgent cases.

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:

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 full Board of Directors. The Audit Committee comprises Members of the Board of Directors Gerd Peskes (Chairman), Gerd Amtstätter and Dr. Peter Kalantzis.

People & Remuneration Committee

The People & Remuneration Committee is a standing committee of the Board of Directors. It assists the Board of Directors with setting and reviewing the company’s remuneration strategy and guidelines and qualitative and quantitative remuneration criteria as well as with preparing motions for the General Meeting relating to the maximum remuneration of the Board of Directors and the maximum fixed and variable remuneration of the Executive Management. The People & Remuneration Committee can make suggestions and recommendations to the Board of Directors regarding other remuneration issues. The People & Remuneration Committee can call in external specialists. The activities of the People & Remuneration Committee do not release the Board of Directors from its legal obligations, and the decision-making power remains with the full Board of Directors, with the exception of the decisions regarding the actual remuneration of the Board of Directors and the actual fixed remuneration of the Executive Management as well as the approval of the bonus model for employees below the level of executive management, which are solely decided by the People & Remuneration Committee. The People & Remuneration Committee comprises Members of the Board of Directors Gerd Amtstätter (Chairman), Guido Egli and August François von Finck.

Working methods of the Board of Directors and its committees

The Board of Directors shall constitute a quorum when the majority of its members are present. If such an attendance-based quorum is not reached, the Board of Directors shall constitute a quorum provided that all absent members subsequently consent to the relevant motion in writing. No attendance-based quorum is required for the Board of Directors to make resolutions on a capital increase report or for resolutions that require public certification. The Board of Directors makes its resolutions and decides its elections with an absolute majority of the votes submitted. The Chairman participates in the vote and has the casting vote in the event of a tie. Resolutions may also be made by circular letter insofar as no member requests an oral debate. If an oral debate is requested, the resolution shall not be made in writing. All Members of the Board of Directors are to be asked for their opinion for resolutions made by circular letter. Resolutions of this kind require the absolute majority of all Members of the Board of Directors and are to be included in the minutes of the next meeting. At least two members must be present for the Audit Committee and People & Remuneration Committee to make resolutions. Decisions are made by an absolute majority of the delivered votes. The respective Chairman has the casting vote.

In the reporting year, the CFO participated in an advisory capacity without voting rights in meetings of the Board of Directors for the agenda items relating to business activities. The Delegate of the Board of Directors/CEO and the CFO regularly attended meetings of the Audit Committee and the People & Remuneration Committee in an advisory capacity without voting rights in the reporting year. An external consultant was brought in during the reporting year for one meeting of the Board of Directors. The auditor Deloitte AG took part in all meetings of the Audit Committee in the reporting year.

The invitation letters to a 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 with due advance notice so that all members are able to attend in person. For all motions, the participants of the meet- ing receive detailed written documentation in advance. The Chairmen of the commit- tees report to the Board of Directors on the committee’s activities. The minutes of the committee meetings are provided to the Members of the Board of Directors. As a rule, the Chairman convenes the Board of Directors approximately every two months, or as often as business operations require, and also when a member submits a request in writing specifying the desired agenda items. The Board of Directors met eight times during the reporting year. Meetings lasted 18 hours in total, which reflects an average of 2 hours and 15 minutes per session. Two resolutions were also made by circular letter. The Audit Committee and the People & Remuneration Committee gather as often as business operations require and at least twice annually. During the reporting year, the Audit Committee met three times. Meetings lasted 4 hours and 35 minutes in total, which reflects an average of roughly 1 hour and 30 minutes per session. The People & Remuneration Committee met twice during the reporting year. Meetings lasted 1 hour and 15 minutes in total, which reflects an average of roughly 40 minutes per session.

The areas of responsibility and nature of cooperation between the Board of Directors and the Executive Management are stipulated in the organizational regulations. These can be viewed at 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. However, the Board of Directors makes decisions regarding the following in particular:

  • Non-transferable duties in accordance with Article 716a of the Swiss Code of Obligations (CO) and Article 22 of the Articles of Association (see www.vonrollgroup.com/en/corporate-governance/corporate-governance1/articles-of-incorporation/ under Section (“Abschnitt”) 3 B.)
  • Group strategy, Group medium-term plan and Group budget
  • Investments in companies and involvement in joint ventures
  • Partnerships and licensing agreements with financial commitments exceeding CHF 5 million
  • Acquisition and divestment of companies
  • Internal restructuring of the Group
  • Human resources principles
  • Basic principles of salary and bonus systems
  • Introduction of and major changes to company retirement plans
  • Purchase and sale of real estate over CHF 2 million
  • Real estate rental agreements with a term of more than five years or costs of over CHF 5 million

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 semiannual and annual financial statements. The Delegate of the Board of Directors/CEO and the CFO report to the meetings of the Board of Directors on a regular basis regarding business activities, key transactions and all matters relevant to the Group. The Delegate of the Board of Directors/CEO and the CFO regularly attend the meetings of the Audit Committee and the People & Remuneration Committee. Site visits serve to complete the information at hand. Each year, based on the proposals of the Executive Management, the Board of Directors discusses and approves the following year’s budget, which it then regularly reviews. Once a year, the Board of Directors reviews the strategic direction of the Group.

In the reporting year, the Executive Management established an efficient management concept based on key figures for the ongoing monitoring and management of the individual production sites. In monthly performance reviews of all Group companies, the ongoing development of the business and the risks and opportunities arising in the course of business operations are validated. A business intelligence solution introduced in the reporting year supports management with the supply of management-related company data from across the Group.

The Board of Directors and Executive Management attach a great deal of importance to dealing carefully with risk and operate a system for monitoring and managing the risks associated with business activities. This process includes identifying, analyzing and managing risk, as well as risk reporting.

The Von Roll Group compliance program manages compliance with laws, regulations and guidelines for proper company management and introduces any activities required for preventing breaches and identifying them at an early stage.