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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
Mirjana Blume   1975   Switzerland   21.05.2020
Dr Martin Folini   1958   Switzerland   21.05.2020
Dr Thomas Moser   1967   Switzerland   07.05.2014
Dr Luka Müller   1964   Switzerland   21.05.2020
Dieter Widmer   1963   Switzerland   10.05.2011

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.

Chairman of the board

Member of the Board of Directors since 2014

Chairman of the Board since 2017

Dr Anton Bleikolm

Swiss and Austrian, born 1949

Studies of Organic Chemistry at the Technical University in Graz, Master’s Degree and PhD

Stations

1973–1976 Technical University Graz, Institute for Organic Chemistry, Assistant Professor

1976–1980 Hoechst Ltd, Graz, Research Chemist, synthetic polymers and automotive coatings

1980–1991 SICPA S.A., Research

1991–2000 SICPA S.A., Technical Director

2000–2010 SICPA S.A., Managing Director

2010–2012 SICPA Group, Chief Operating Officer and Head Security Ink Division

2012–2014 SICPA Group, Strategic Advisor to the CEO and Chairman

Since 2014 AFB-Engineering & Services, Ecublens, Owner and Chairman

Other board appointments

Member of the Board of Directors Landqart Ltd

Vice Chairman of the board

Chairman of the Compensation Committee

Member of the Board of Directors since 2020

Dr Martin Folini

Swiss, born 1958

Dr sc. techn. ETH Zurich (Mechanical Engineering / BWI), AMP Wharton School, University of Pennsylvania

Stations

1985–1990 Foundation for Research and Consulting at BWI, ETH Zurich, Project Manager

1990–1993 Isopress Ltd, Managing Director

1993–2009 Rieter Textile Systems, various management positions, most recently CEO Spun Yarn Systems Business Unit

2010–2014 K.R. Pfiffner AG, CEO and member of the Board of Directors at the Pfiffner Group

2014–2016 Saurer Ltd, CEO Saurer Group

Since 2017 Independent Board of Directors

Other board appointments

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

member of the board

Member of the Audit Committee

Member of the Board of Directors since 2020

Mirjana Blume

Swiss, born 1975

Executive MBA HSG, Economist University of Applied Science Zurich

StationS

1996–1997 Schulthess Maschinen Ltd, Accountant

1997–1999 PricewaterhouseCoopers Ltd, Tax Consultant

1999–2000 Swissôtel Management Europe Ltd, Regional Accountant and Controller

2000–2006 MediCentrix Ltd, MediService Ltd, CFO, Head of Sourcing & IT, Member of the Board of Directors

2006–2008 Novartis Pharma Schweiz Ltd, CFO & Deputy Head Oncology

2008–2011 Edisun Power Europe Ltd, CFO & CEO

2012–2018 Qnective Ltd, CFO

2018 Jedlix B.V., Rotterdam, Netherlands, CFO (Interim)

Since 2019 SML Solutions Ltd, Managing Director

Other board appointments

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

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member of the board

Member of the Compensation Committee

Member of the Board of Directors since 2014

Dr Thomas Moser

Swiss, born 1967

Dr oec.publ., University of Zurich

Stations

1996–1999 KOF Swiss Economic Institute ETH Zurich, Economist

1999–2001 Swiss National Bank, Economist

2001–2004 International Monetary Fund (IMF), Washington, USA, Advisor, from 2002 Senior Advisor to the Swiss Executive Director at the IMF

2004–2006 Swiss National Bank, Assistant Director

2006–2009 International Monetary Fund, Washington, USA, Executive Director of the IMF constituency headed by Switzerland

Since 2010 Swiss National Bank, Alternate Member of the Governing Board

Since 2015 Member of the Managing Committee of the Swiss Institute of Banking and Finance, University of St. Gallen

Since 2017 Member of the Advisory Board Swiss International Finance Forum

Other board appointments

None

member of the board

Member of the Board of Directors since 2020

Dr Luka Müller

Swiss, born 1964

Lawyer, LL.M

Studies at the University of Zurich, doctorate at the University of Basel and master’s degree at the London School of Economics (LSE)

Stations

19901993 Legal internship in the courts of Zug, bar exam and work as an examining magistrate in Zug

1993–1994 Studies at the London School of Economics (LSE)

19951998 Lawyer in a commercial law firm in Zurich and Zug

Since 1999 Co-founder and partner and until 2019 managing partner of MME Legal | Tax | Compliance Ltd

Other board appointments

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

member of the board

Chairman of the Audit Committee

Member of the Board of Directors since 2011

Dieter Widmer

Swiss, born 1963

Swiss certified public accountant (CPA) and auditor

Stations

19862010 KPMG, Zurich, Vancouver, Berne, Auditor and Management Consultant, as of 1997 Head of KPMG Berne, as of 1998 Partner and as of 2002 Member of the Executive Committee of KPMG Switzerland, as of 2007 Member of the Non-Executive Board and Member of the Audit Committee of KPMG Europe LLP

Since 2010 Entrepreneur and independent member of various Boards of Directors

Other board appointments

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.

Internal organisation

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.

Audit Committee

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.

Compensation Committee

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).

Internal audit

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.