Other activities and vested interests
Dr. Thomas Schmuckli is a member of the Bossard family,
which has 100 percent control over Kolin Holding AG. The
members of the board of directors do not perform any
activities outside of the Bossard Group other than the
mandates listed on pages 92 to 96 of the Corporate Governance Report and therefore do not
have any significant business relationships with Bossard
Holding AG or one of the subsidiaries. Furthermore, they
do not have any other significant external interests.
Allowed number of mandates
According to article 44 of the articles of association, a
member of the board of directors may, including her or
his function for the company, at the same time take on
a maximum of ten material mandates in comparable
functions at other companies with an economic purpose,
whereby chairmanships count as two mandates. A maximum
of five mandates may be in listed companies. If the
mandates assumed relate to legal entities that belong
to the same group or are similarly related in terms of
management, these mandates are considered a single
mandate. There are no restrictions on the number of
mandates in comparable functions (i) for mandates
assumed in legal entities that are directly or indirectly
controlled by Bossard Holding AG or that directly or indirectly
control Bossard Holding AG, or (ii) if, in exercising
the function for the Bossard Group, a mandate in another,
related legal entity is exercised.
Elections and terms of office
According to the articles of association, the board of
directors consists of five to nine members. The chair of the
board of directors and the other members of the board of
directors are elected by the annual general meeting of
shareholders for a period of one year (until the next ordinary
annual general meeting of shareholders). Members
are elected on an individual basis. The annual general
meeting of shareholders also elects the chair of the board
of directors. There are no statutory limits to the term of
office; members may be re-elected.
According to the
OBR, however, a member of the board of directors shall
offer to step down at the annual general meeting of shareholders
following her or his 70th birthday. Each category
of shareholders, namely the holders of registered A
shares as a group are entitled to one seat on the board
of directors. In 2024, Marcel Keller was elected as the
representative of the holders of registered A shares; holders
of registered B shares with voting rights did not take
part in this election. As a rule, the majority of the board
members should be external members with no executive
functions in the company. None of the members of the
board of directors exercised any executive functions in
the Bossard Group in the reporting year 2024.