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3. Board of Directors
|Members of the Board of Directors||Year of birth||Nationality||Member since|
|Dr Anton Bleikolm||1949||Switzerland, Austria||07.05.2014|
|Dr Martin Folini||1958||Switzerland||21.05.2020|
|Dr Thomas Moser||1967||Switzerland||07.05.2014|
|Dr Luka Müller||1964||Switzerland||21.05.2020|
Biographical details of the members of the Board of Directors
No member of the Board of Directors holds an executive position with the Orell Füssli Group and did not do so in the three financial years preceding the reporting period. Dr Thomas Moser is a representative of the largest shareholder, the Swiss National Bank (SNB). The SNB has its banknotes produced by Orell Füssli. All other members of the Board of Directors are independent and have no significant business relations with Orell Füssli Ltd or any other company of the Orell Füssli Group other than their directorship.
Statutory rules regarding the number of permissible mandates
Pursuant to Art. 18h of the Articles of Association, members of the Board of Directors may additionally hold a maximum of five mandates with listed companies, a maximum of ten mandates with non-listed companies and a maximum of ten mandates in associations, charitable foundations, family foundations and employee benefit foundations.
Studies of Organic Chemistry at the Technical University in Graz, Master’s Degree and PhD
Since 2014 AFB-Engineering & Services, Ecublens, Owner and Chairman
Member of the Board of Directors Landqart Ltd
Dr sc. techn. ETH Zurich (Mechanical Engineering / BWI), AMP Wharton School, University of Pennsylvania
Since 2017 Independent Board of Directors
President MTEC Foundation ETH Zurich, Chairman of the Board of Directors Hans Oetiker Holding, Board of Directors Integra Holding, Board of Directors Sitek Ltd (subsidiary of Integra Holding), Board of Directors Eugen Seitz Ltd, Board of Directors Kowema Ltd, Board of Directors Stadtmühle Schenk Ltd, Board of Directors Wagner Ltd, Board of Directors Bomatec Ltd, Board of Directors netech Neeser Technik Ltd
Executive MBA HSG, Economist University of Applied Science Zurich
Since 2019 SML Solutions Ltd, Managing Director
Vice Chairwoman of the Board, Chairwoman of the Audit Committee IWB, Industrielle Werke Basel, Member of the Board of Directors EWE, Energie und Wasser Erlenbach Ltd, Member of the Board of Directors Eniso Partners Ltd, Secretary of the Board of Directors Qnective Ltd, Member Supervisory Board W.A.G payment solutions a.s., Prague
Dr oec.publ., University of Zurich
Since 2017 Member of the Advisory Board Swiss International Finance Forum
Studies at the University of Zurich, doctorate at the University of Basel and master’s degree at the London School of Economics (LSE)
Since 1999 Co-founder and partner and until 2019 managing partner of MME Legal | Tax | Compliance Ltd
Chairman of the Board of Directors SSZ Camouflage Technology Ltd, Co-owner and Chairman of the Board of Directors KYC Spider Ltd, Co-owner and Chairman of the Board of Directors Sygnum Bank Ltd, Chairman of the Board of Directors Marquard Media Group Ltd
Swiss certified public accountant (CPA) and auditor
Since 2010 Entrepreneur and independent member of various Boards of Directors
Member of the Red Cross Council Swiss Red Cross, Co-owner and Member of the Board of Directors EquityNova Ltd, Co-owner and Member of the Board of Directors EnergyOn Holding Ltd, Delegate Representative of the Board of Directors Kelag Systems Ltd, Member of the Board of Directors Blattmann Switzerland Ltd, Co-owner and Member of the Board of Directors RP Invest Ltd, Member of the Foundation Council Kuoni and Hugentobler Foundation, Chairman of the Board of Directors Curena Ltd, Member of the Board of Directors Mühle Walther Ltd, Member of the Board of Directors e+p holding ltd
Election and term of office
The Board of Directors shall consist of at least three members elected by the Annual General Meeting of shareholders. Election shall be for one year, by an absolute majority of the votes represented at an Annual General Meeting. The election shall be held individually. The Annual General Meeting elects the Chairman of the Board of Directors and the members of the Compensation Committee individually each year. The age and term limits are laid down in the Organisational Regulations.
The Board of Directors has the following functions: Chairman and Vice Chairman.
The main duties of the Board of Directors are governed by the Swiss Code of Obligations, in particular Art. 716a, and the organisational regulations. Management is delegated to the CEO and the Executive Board of Orell Füssli Ltd. The CEO chairs the Executive Board.
The Board of Directors meets as often as business requires, but at least once per quarter. Upon invitation, executive managers also take part in the meetings. The Board of Directors may call in external advisors to deal with specific issues. The Board of Directors is supported in its work by the Audit Committee and the Compensation Committee. The Board of Directors met four times during the reporting year, each time for a full day.
The Board of Directors has appointed an Audit Committee to assess the annual and half-year financial statements, risk management, internal control and external audit. The duties of the Audit Committee are defined in a set of regulations. The Audit Committee has the authority to make decisions subject to approval by the full Board of Directors, which also receives the minutes of the meetings. The Audit Committee is composed of two members of the Board of Directors. The CEO, the CFO, the Head of Internal Audit/Risk Officer and representatives of the auditing company also attend the meetings of the Audit Committee in an advisory capacity. The committee meets at least twice a year, usually in the first and third quarters. During the reporting year, the Audit Committee met twice for half a day each and held several video and telephone conference calls. The Chairman of the Audit Committee meets regularly with the Head of Internal Audit, who reports to him.
The Board of Directors has appointed a Compensation Committee, which determines the salaries of the Executive Board depending on the company’s success and performance. The tasks of the Compensation Committee are defined in a set of regulations. The Compensation Committee has decision-making authority within the scope of the total compensation approved by the Annual General Meeting. The other members of the Board of Directors are informed after each meeting about the business discussed and the main decisions. The Compensation Committee is composed of two members of the Board of Directors. The CEO and the Head of Human Resources (responsible for the meeting minutes) of the Orell Füssli Group also attend the meetings (both without voting rights). The Compensation Committee meets at least once a year. The Compensation Committee met three times in the year under review, each time for half a day.
All members of the Board of Directors and the committees were present at all meetings.
Definition of competences between the board of directors and the executive board
The distribution of competences between the Board of Directors and the Executive Board is regulated in the Organisational Regulations. The Board of Directors decides on the business policy, the organisational structure, the election of the CEO and the Executive Board, approves the budgets and decides on proposals that are assigned to it within the framework of the Competence Regulations. The Board of Directors has delegated the management of the business to the Executive Board under the chairmanship of the CEO.
Information and control instruments of the Board of Directors
The CEO informs the Board of Directors at its meetings about the current course of business and important business transactions. Financial reporting to the Board of Directors includes the monthly management cockpit, the half-year report and the annual report with the annual financial statements at the end of the financial year.
The Chairman of the Board of Directors meets regularly with the CEO and is informed by him about the most important events in the current course of business.
The Board of Directors and in particular the Audit Committee monitor risk management and the implementation of the Internal Control System (ICS). The Audit Committee sets its own audit areas and is informed at the meetings by the Head of Internal Audit/Risk Officer about the results of the audits carried out by independent internal or external bodies. The description of the ICS and risk management can be viewed online under Corporate Governance (www.orellfuessli.com/en/investors).
The main task of Internal Audit (IA), which was created by the Board of Directors in 2013, is to assess and, where necessary, improve the effectiveness and efficiency of risk management, internal management and control systems, and management processes (governance). In addition, IR reviews compliance with standards and provides independent and objective assurance and advisory services. The Head of IR reports directly to the Chairman of the Audit Committee. Since 2019, the position has been filled by an external specialist on a part-time basis. Three audits/reviews focusing on Orell Füssli Ltd were conducted in the year under review. Further activities took place in risk review and coordination and in financial assurance. Further audits/reviews and assurance activities at group level and within the divisions will follow in 2021.