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 85 to 89 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 his function for the company, at the same time take on a maximum
of ten mandates, whereby chairmanships count as two
mandates. A maximum of four 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 (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/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 2023, David Dean was re-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 2023.