Committees
To assist it in its duties, the board of directors has established three permanent committees:
- the audit, risk & compliance committee (ARCC)
- the nomination committee (NC)
- the compensation committee (CC)
These committees prepare specific topics for discussion by the board of directors. The overall integral responsibility of the board of directors is not affected by the activities of these committees or by any delegation of tasks to them. Ad hoc committees can be formed to deal with specific or time-limited projects or issues. Unless otherwise stipulated by the articles of association, the board of directors defines the composition, duties, competencies and compensation for these committees in the relevant regulations, which are periodically reviewed by the respective committee and are amended in accordance with any proposed amendments submitted to the board of directors by the latter. With exception to the CC, the board of directors may dismiss any of the committees it has appointed at any time.
Certain duties and competencies are assigned to the chair of the board of directors alone.
The board of directors has additionally delegated operational management and overall leadership of the Bossard Group as well as the related duties and competencies to the CEO. In turn, the CEO is authorized to arrange further delegation.
Detailed information on the division of duties within the board of directors can be found in the OBR.
Working methods of the board of directors
The board of directors normally meets six to eight times
per year, but is available to discuss matters at short notice
should this be required. A member of the board of
directors may request that additional meetings are convened
by providing written justification to the chair of the
board of directors. The duration of board and committee
meetings depends on the respective agenda. In 2022, a
total of six full-day board meetings were held (one of
those meetings was held virtually), as well as a three-day
retreat. The board of directors holds a retreat once a year,
which lasts several days and is used for analyzing the
strategic risk/opportunities mix and for fundamentally
reviewing the strategy. In 2022, the retreat took place in
Boston, USA. Thereby, the board of directors was intensively
discussing with representatives of the executive
committee and the top management of Bossard America
the market of North America as well as the implementation
of strategic initiatives in North America. Further, the
organizational development of the Bossard Group was
discussed.
The chair invites the members to the meetings in writing, enclosing the agenda and any relevant documents. The invitations are sent out at least seven days before the meeting. Each member of the board of directors may request the chair to add further items to the agenda. The meeting is presided by the chair of the board or, in his absence, by the vice chair. The board of directors is quorate if the majority of its members is present. The board of directors makes decisions based on an absolute majority of the votes cast. Each member of the board of directors has one vote. If a vote is tied, the chair has the casting vote. Minutes must be taken detailing the negotiations and decisions of the board of directors; these minutes must be approved by the board of directors. In particularly urgent cases the chair may require the board to reach a decision by conference call. Such decisions must be included in the minutes of the next board meeting. To ensure that the board of directors receives sufficient information to reach decisions, it invites the CEO, the CFO and – if necessary – other members of the executive committee, employees or third parties to attend meetings.
The chair, the CEO, the CFO and other representatives of the executive committee meet regularly to discuss fundamental corporate matters. These include the Group’s strategy, medium-term financial, operational and succession planning, organizational issues and market consolidation. If there is a conflict of interests, the board or executive committee members concerned abstain from voting.
The nomination committee dealt intensively with the composition of the board of directors at its ordinary meeting in March 2022 and initiated the search for a new board member. The board of directors regularly discusses the relevance of the items on the agenda, the form and content of the discussions, and the quality of the documentation and information provided. After the self-evaluation in March 2021, the board of directors will conduct another comprehensive self-evaluation at its meeting in March 2023.
Composition/working methods of the board’s
committees
The functions of the three permanent board committees
are primarily analytical, advisory and supervisory.
They
also have decision-making authority
in certain individual
cases.
Audit, risk & compliance committee (ARCC)
The ARCC consists of at least three members elected by
the board of directors from among its members, for a
period of office lasting from one ordinary annual general
meeting of shareholders until completion of the next
ordinary annual general meeting of shareholders. As of
December 31, 2022, the members of the ARCC were
Dr. René Cotting (chair), Petra Maria Ehmann, Martin
Kühn and Dr. Thomas Schmuckli. The ARCC meets at
least three times per year: in summer – to define the
scope and key points of the annual audit with the audit
company, in late fall – to discuss the findings from the
main audit and the existence and effectiveness of the internal
control system (ICS), and in February – to discuss
the result of the audit of annual accounts. These meetings
are attended by the chair of the board of directors
(unless she or he is already a member of the ARCC), the
CFO, the Head of Group Controlling and at least one
representative of the external auditors. The CEO, other
members of the executive committee and other persons
(internal or external) may be invited to attend the meetings,
depending on the agenda. The minutes of these
meetings are circulated to all members of the board of
directors, the CFO and the CEO, as well as to those who
attended the meeting. In addition, the ARCC regularly reports
on its activities to the board of directors at meetings
of the latter. In 2022, the ARCC held five meetings (two of
those meetings were held virtually). On average, the
meetings lasted half a day.
The ARCC ensures that the board of directors is informed of all matters that could significantly impact the financial situation of the Bossard Group and the business environment. The primary duty of the ARCC is to support the board of directors in its ultimate supervisory role and in its financial management activities. In particular, with the assistance of the external auditor it reviews the structures and processes in the area of finance and accounting, thus ensuring that financial reporting and audit activities are transparent and comply with the related legislation. The ARCC also evaluates the effectiveness of the ICS and the internal audit, risk management and compliance with tax-related and other statutory and regulatory provisions as well as corporate ethics. Furthermore, the ARCC works closely together with the external auditor and evaluates the performance, independence and remuneration of the external auditor. The board of directors has drawn up in the rules and regulations of the audit, risk & compliance committee the detailed regulations on the areas of activity and competencies of the ARCC.
Compliance
The board of directors is kept continuously informed of all
major matters affecting the compliance principles. The
statutory auditors additionally inform the board of directors
on reports it has received on matters of a legal nature.
An evaluation of such reports received in 2022 did
not reveal anything new but confirmed what the board of
directors already knew. Ultimate supervision of compliance
matters rests with the board of directors.
Restricted periods for trading shares
The board of directors implements processes to prevent
insider trading. For the board of directors, the executive
committee, the extended executive committee, the finance
department of the Bossard Group, the senior management,
which may come into possession of price-relevant
information, as well as the Kolin Group, defined blocking
periods apply regarding the trading with registered A
shares of Bossard Holding AG. The trading window is
closed for at least 14 trading days prior to the publication
of the quarterly and half-yearly results for the aforementioned
group of persons of Bossard Group. A longer
blocking period applies from mid-December until the
publication of the annual report (beginning of March).
No exceptions were granted in the reporting year.
Nomination committee (NC)
The NC consists of at least three members elected by the
board of directors from among its members, for a period
of office lasting from one ordinary annual general meeting
of shareholders until completion of the next ordinary
annual general meeting of shareholders. A representative
of the A shareholder group on the board of directors
is entitled to a seat on the NC. As of December 31, 2022,
the members of the NC were Dr. Thomas Schmuckli
(chair), Petra Maria Ehmann, Patricia Heidtman and
Prof. Dr. Stefan Michel. The NC meets as required, but
at least twice a year. Normally also the CEO and the chair
of the board of directors (unless she or he is already a
member of the NC) attend the meeting. Other members
of the executive committee and other persons (internal or
external) may be invited to attend the meetings, depending
on the agenda.
The minutes of these meetings are circulated to all members of the board of directors and the CEO, as well as to those who attended the meeting. The NC also regularly reports to the board of directors at the latter’s meetings on its activities and, at least once a year, in detail on the progress of the nomination process. In 2022, the NC met for five meetings (three of those meetings were held virtually); each of these meetings lasted on average three hours.
The NC prepares all relevant business with regard to the nomination of members at strategic and operational management levels of the Bossard Group for the meetings of the board of directors and has the following main tasks:
- periodically reviewing the composition of the board of directors
- developing criteria and requirement profiles for election/re-election to the board of directors, the CEO and, in collaboration with the CEO, the other members of the executive committee
- supporting the board of directors in implementing selection processes for the nomination of candidates for the board of directors and, in collaboration with the CEO, the executive committee
- providing possible training to the board of directors in relation to its duties
- ensuring succession planning for members of the board of directors, the executive committee and, in collaboration with the CEO, the deputies on the executive committee
- developing annual objectives to be submitted to the board of directors for the CEO (in collaboration with the chair of the board of directors), defining the annual objectives of the other members of the executive committee and assessing the performance of the CEO and the other members of the executive committee (with the assistance of the chair of the board of directors and the CEO). If necessary, the NC requests the board of directors to implement measures for improvement
- submitting applications concerning the election and dismissal of members of the board of directors of the more important group companies
The board of directors has drawn up the detailed regulations on the areas of activity and competencies of the NC in the nomination committee regulations.
Compensation committee (CC)
The CC consists of at least three members of the board of
directors individually elected as members of the CC by the
annual general meeting of shareholders for a period of
office until completion of the next ordinary annual general
meeting of shareholders. Subject to election by the annual
general meeting of shareholders, the representative of
the A shareholder group on the board of directors is entitled
to a seat on the CC. David Dean, Patricia Heidtman,
Marcel Keller and Prof. Dr. Stefan Michel were re-elected
to the CC at the annual general meeting of shareholders
on April 11, 2022. The board of directors appointed David
Dean as the chair of the CC. The CC meets as required,
but at least twice a year. The members of the executive
committee and other persons (internal or external) may
be invited to attend the meetings, depending on the agenda.
Normally, the CEO attends the meetings of the CC. The
minutes of these meetings are circulated to all members
of the board of directors and the CEO, as well as to those
who attended the meeting. The CC also regularly reports
to the board of directors at the latter’s meetings on its
activities and, at least once a year, in detail on the progress
of the compensation process. In 2022, the CC held two
meetings, each lasted on average half a day.
The CC prepares all relevant business with regard to the compensation of members at strategic and operational management levels of the Bossard Group for the meetings of the board of directors and has the following main tasks:
- developing the general remuneration principles and the remuneration system for the board of directors, the CEO and the other members of the executive committee for the board of directors to make a decision on
- developing the guidelines governing the structure of the occupational pension scheme for the CEO and the other members of the executive committee for the board of directors to make a decision on
- periodically reviewing the compensation system and proposing any necessary changes to the board of directors
- preparing the annual compensation report to be submitted to the board of directors for the annual general meeting of shareholders and, where applicable, preparing other reports as requested
- submitting proposals concerning the compensation of the individual members of the board of directors, the CEO and the other members of the executive committee
- checking and approving employment contracts as well as other agreements with members of the executive committee
- if the CC considers necessary, the assignment, the supervision and the critical evaluation of the results of advisers or the comparison with third party companies regarding the compensation practices
The board of directors has drawn up in the compensation committee regulations detailed regulations on the areas of activity and competencies of the CC.