Credibility Culture
3 Board of Directors
The Board of Directors is the most senior management body in the Group. It is empowered to make decisions in respect of all matters that are not reserved for the Annual General Meeting by law or in accordance with the Articles of Incorporation, or that the Board has not delegated to another body by regulation or resolution.
3.1 Members of the Board
The Board of Directors of BELIMO Holding AG comprises a total of six members as at December 31, 2022. There were no personnel changes to the Board of Directors in the year under review. The Board comprises the following non-executive members:
Patrick Burkhalter (1962, Swiss citizen) was elected to the Board of Directors at the 2014 Annual General Meeting and as Chairman of the Board at the 2019 Annual General Meeting. He is a member of the Audit Committee and of the Strategy Committee. From 1988 to 2018, Patrick Burkhalter held several positions at Ergon Informatik AG, Zurich (Switzerland). After starting his career as a software developer, he was appointed Chief Executive Officer and member of the Board of Directors of the company in 1992. From 2016 to 2018, he led the company as its Chairman. He holds a degree in business administration and computer science (lic. oec. publ.) and acts as a guest speaker at ETH Zurich (Switzerland). Throughout his career, Patrick Burkhalter has accumulated relevant knowledge and expertise in IT, entrepreneurship, strategic development, and corporate governance.
Dr. Martin Zwyssig (1965, Swiss citizen) was first elected to the Board of Directors at the 2011 Annual General Meeting. He is Deputy Chairman of the Board and a member of the Audit Committee (Lead). Dr. Martin Zwyssig was Divisional Controller at Sarna Kunststoff Holding AG, Sarnen (Switzerland) before becoming Senior Vice President Finance & Controlling of the EMS-EFTEC Group in Romanshorn (Switzerland) in 2001. From 2003 to 2008, he was Group CFO of Schaffner Holding AG, Luterbach (Switzerland) and subsequently Group CFO of Ascom Holding AG, Baar (Switzerland). In 2014, Dr. Martin Zwyssig became Group CFO and member of the Executive Board of Autoneum Holding AG, Winterthur (Switzerland). Since April 2020, he is Chief Financial Officer of the REHAU Group with headquarters in Muri b. Bern (Switzerland). Dr. Martin Zwyssig holds a master’s degree in Accounting & Finance and a doctorate in business administration from the University of St. Gallen (Switzerland). His areas of expertise are financial management, accounting, tax, and corporate governance.
Prof. Adrian Altenburger (1963, Swiss citizen) was first elected to the Board of Directors at the 2015 Annual General Meeting. He is a member of the Remuneration and Nomination Committee and of the Strategy Committee (Lead). From 1999 to 2015 he was Partner, a member of the Group Executive Committee, and a member of the Board of Directors of the engineering company Amstein + Walthert AG, Zurich (Switzerland). In 2015, he was appointed Professor at the Lucerne University of Applied Sciences, School of Engineering & Architecture, and Head of the Institute of Building Technology and Energy, Lucerne (Switzerland). From 2009 to 2022 he has served as Vice President and member of the Board of the SIA Swiss Society of Engineers and Architects (Zurich) and Chairman of the SNV Swiss Association for Standardization (Winterthur). He graduated as an HVAC engineer HTL and holds a master’s degree in architecture from ETH Zurich (MAS Arch. ETH). His field of expertise lies in energy and building technology engineering.
Mandates in non-listed companies
He is a member of the Board of Directors at Jobst Willers Engineering AG (Rheinfelden), Energie Wasser Bern (ewb, Bern), Artha AG (Schlieren), and Pasquale Baurealisation AG (Zurich). Until August 2022, he was a member of the Board of Directors at the ETH spin-off BS2 AG (Zurich).
Sandra Emme (1972, Swiss and German citizen) was elected to the Board of Directors at the 2018 Annual General Meeting. She is a member of the Audit Committee and the Remuneration and Nomination Committee (Lead). Since 2011, she has been working in various positions for Google Switzerland GmbH, Zurich, most recently as Industry Leader for Cloud Enterprise in Global Business Development. She is a lecturer for Leading Digital Business Transformation at the IMD Business School, Lausanne (Switzerland). Since January 2021, she has been a member of the Steering Committee of the digital innovation initiative digitalswitzerland. She holds a Master of Arts in business and international management from the University of Applied Sciences Bremen (Germany) and completed part of her studies at the Ecole Supérieure de Commerce, Marseilles (France). In 2015, she earned an advanced degree in Leading Digital Business Transformation from the IMD Business School. Her fields of expertise are digital transformation strategy, international business development, and entrepreneurship.
Mandates in listed companies
She was elected as a member of the Board of Directors of the Zehnder Group, Gränichen (Switzerland), at the Annual General Meeting in April 2022.
Urban Linsi (1974, Swiss citizen) was elected to the Board of Directors at the 2019 Annual General Meeting. He is a member of the Remuneration and Nomination Committee. Between 2009 and 2014, Urban Linsi worked for the architecture firm Linsi Delco, Uetikon am See (Switzerland) before joining Braune Roth AG, Ingenieurbüro für Akustik, Bauphysik und Lärmbekämpfung, Rorschacherberg (Switzerland) as a project manager. Urban Linsi completed an apprenticeship as a bricklayer and subsequently as a carpenter. Furthermore, he is a Technician TS-Holzbau and has completed various training programs in the field of energy and sustainable construction. He is also a member of the Sustainable Construction Network Switzerland (NNBS). Urban Linsi is a member of the anchor shareholder Group Linsi. As such, he acts as the representative of the Linsi family. His field of expertise lies in energy and building technology engineering.
Mandates in non-listed companies
Urban Linsi is Chairman of the U.W. Linsi Foundation and Head of the Executive Committee.
Stefan Ranstrand (1960, Swiss and Swedish citizen) was elected to the Board of Directors at the 2020 Annual General Meeting. He is a member of the Strategy Committee. Between 2009 and 2021, he was President and CEO of Tomra Systems ASA, Asker (Norway), which specializes in recycling solutions. During this time, Tomra became the market leader in food sorting and grading, following a dedicated mergers and acquisitions strategy, and the company’s market capitalization grew from NOK 3.5 billion to NOK 76 billion. Prior to that, he worked in various executive positions for ABB Ltd. in China, Japan, Malaysia, Switzerland, and the Czech Republic. He holds a Master of Science degree in Industrial and Management Engineering from the University of Technology Darmstadt (Germany) and Linköping University (Sweden). His fields of expertise lie in leading a globally active listed industrial company and in matters relating to Asia Pacific. He is impact-oriented with a focus on sustainable business and was awarded European CEO of the Year for Sustainable Businesses in 2018.
Amendments
To complement its profile of expertise, the Board of Directors has decided to nominate Ines Pöschel (lic. iur., 1968, Swiss citizen) as a new additional member and to propose her for election at the ordinary Annual General Meeting on March 27, 2023. Ines Pöschel will not only strengthen the Board with her deep, proven experience as a Swiss lawyer in general business law, but also with her extensive experience as a member of various governing bodies.
3.2 Independence of Non-Executive Members
The Board of Directors consists of non-executive members. This means that no member exercised an operational function for Belimo during the three financial years preceding the reporting period. The other members of the Board of Directors and the companies they represent have no material business relationships with the Group.
The members of the Board of Directors are required to order their personal and business affairs and take whatever measures necessary to ensure that conflicts of interest are avoided as far as possible. Should a conflict of interest nevertheless arise, the member concerned must inform the Chairman of the Board of Directors immediately. The members of the Board of Directors are obliged to abstain from negotiations in business that conflict with their own interests or with the interests of natural or legal persons closely associated with them.
3.3 Mandates / Permissible Activities outside the Belimo Group
No member of the Board of Directors may hold more than four additional mandates in the ultimate strategic management bodies or on the ultimate boards of listed companies that do not belong to Belimo. The Board of Directors may allow a maximum of two exceptions per member in specific cases.
3.4 Election and Term of Office
According to the Articles of Incorporation, the Board of Directors is made up of at least three and no more than seven members. The Chairman and the other members of the Board are elected individually by the Annual General Meeting for a one-year term of office, which ends with the next ordinary Annual General Meeting. Upon reaching 70 years of age, members of the Board of Directors may be elected for a term of office one final time.
3.5 Internal Organization and Responsibilities
Pursuant to Swiss Corporate Law and the Articles of Incorporation, the Board of Directors has the following non-transferable and inalienable duties:
- Overall management of the Company and the issuing of all necessary directives.
- Determine the Company‘s organization.
- Organize the accounting system, financial control and financial planning systems.
- Approve corporate policy and strategy.
- Appoint and dismiss persons entrusted with managing and representing the Company.
- Overall supervision of the persons entrusted with managing the Company, in particular with regard to compliance with the law, articles of incorporation, operational regulations and directives.
- Compile the Annual Report, the Remuneration Report, prepare for the Annual General Meeting, as well as implement its resolutions.
- Notify the court in the event that the company is overindebted.
The Board of Directors constitutes itself, subject to legal and statutory provisions. The Chairman and the Deputy Chairman of the Board of Directors as well as the members of the Remuneration and Nomination Committee are elected individually by the Annual General Meeting for a term of office of one year, which ends with the next ordinary Annual General Meeting. The Board of Directors designates a secretary, who does not need to be a member of the Board of Directors.
The Board of Directors may entrust the preparation and execution of its resolutions or the supervision of business to committees. The Board of Directors has established three permanent committees during the year under review: the Audit Committee, the Remuneration and Nomination Committee, as well as the Strategy Committee. The Board of Directors has delegated operational management to the Executive Committee, headed by the Chief Executive Officer, in accordance with the Articles of Incorporation of BELIMO Holding AG and the organizational regulations that have been issued (with the corporate schedule of responsibilities). The Chief Executive Officer is not a member of the Board of Directors. The Chairman of the Board of Directors, or, in his absence, the Deputy Chairman of the Board or a duly appointed member, calls the meetings and chairs the discussions.
Member |
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Audit Committee |
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Remuneration and Nomination Committee |
|
Strategy Committee |
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Year joined |
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|
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|
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Patrick Burkhalter |
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Member |
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|
|
Member |
|
2014 |
Dr. Martin Zwyssig |
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Lead |
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|
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2011 |
Prof. Adrian Altenburger |
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|
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Member |
|
Lead |
|
2015 |
Sandra Emme |
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Member |
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Lead |
|
|
|
2018 |
Urban Linsi |
|
|
|
Member |
|
|
|
2019 |
Stefan Ranstrand |
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|
|
|
|
Member |
|
2020 |
The Board of Directors holds at least six ordinary meetings per year. Extraordinary meetings may be convened as and when required. Any Board member may submit a request for additional meetings to the Chairman, while stating the reasons.
The invitation, together with the detailed agenda and attachments, is normally distributed in writing to all participants one week prior to the date of the meeting. The agenda for meetings is drawn up by the Chairman in cooperation with the Chief Executive Officer. Board meetings may also be attended by members of the Executive Committee, while the other members of the Group Executive Board attend as necessary regarding business matters concerning them.
The Board of directors makes decisions and conducts elections by a majority of the members present at the meeting. A majority of members must be present for the Board to pass a resolution, which may also be passed by videoconference, conference calls or by means of circulation. After each meeting, the Board members receive a complete copy of the minutes.
The Board of Directors held eight ordinary meetings in 2022. The attendance was 100%. Each meeting took around six hours on average, for a total of 51 meeting hours.
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Patrick Burkhalter, Chairman |
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Dr. Martin Zwyssig, Deputy Chairman |
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Prof. Adrian Altenburger, Member |
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Sandra Emme, Member |
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Urban Linsi, Member |
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Stefan Ranstrand, Member |
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|
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February 2, 2022 |
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X |
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X |
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X |
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X |
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X |
|
X |
February 16, 2022 |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
April 8, 2022 |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
June 12, 2022 |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
June 13, 2022 |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
June 14, 2022 |
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X |
|
X |
|
X |
|
X |
|
X |
|
X |
September 23, 2022 |
|
X |
|
X |
|
X |
|
X |
|
X |
|
X |
December 2, 2022 |
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X |
|
X |
|
X |
|
X |
|
X |
|
X |
The competence matrix shows which Board member covers which competence:
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Patrick Burkhalter, Chairman |
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Dr. Martin Zwyssig, Deputy Chairman |
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Prof. Adrian Altenburger, Member |
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Sandra Emme, Member |
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Urban Linsi, Member |
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Stefan Ranstrand, Member |
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|
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Executive Experience |
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X |
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X |
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X |
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X |
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X |
Finance, Audit, and Risk Management |
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X |
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X |
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Compliance, Regulatory, and Legal |
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X |
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X |
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X |
Capital Markets, M&A |
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|
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X |
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|
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|
|
|
X |
Core Industry Experience (HVAC) |
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|
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X |
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X |
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Transferable Expertise in Related Industries |
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X |
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X |
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X |
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X |
Functional Experience |
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|
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X |
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X |
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X |
International Business Experience |
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X |
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X |
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X |
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|
X |
Digitization, Technology |
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X |
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|
X |
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X |
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Strategy, Business Transformation |
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X |
|
X |
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|
|
X |
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|
X |
Human Resources, Compensation |
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|
|
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|
X |
|
X |
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|
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Board Governance |
|
X |
|
X |
|
|
|
X |
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Environmental, Social and Governance |
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X |
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|
X |
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|
X |
|
X |
Anchor Shareholder Representative |
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X |
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3.6 Committees and their Functions
Besides the Remuneration and Nomination Committee, the Board of Directors appoints an Audit Committee, and a Strategy Committee among its members in order to assist it in its duties. The committees fundamentally act as advisory and preparatory bodies and have no decision-making powers. Resolutions are passed by the Board as a whole. Each committee has written terms of reference specifying its tasks and responsibilities. The members of the Remuneration and Nomination Committee are elected by the Annual General Meeting. The Chairmen and members of the other committees are elected by the Board of Directors. The committees meet regularly to develop recommendations for the Board of Directors and to prepare minutes of their meetings. Each Committee comprises at least one independent member of the Board. A member is considered as independent if he or she has never, or at least not for the past three years, been a member of the Executive Committee and has no, or only minimal, business relationship with the Company.
The Audit Committee comprises at least two independent members of the Board of Directors. Based on their education or professional experience, all members of the committee have sufficient knowledge of finance and accounting.
The main duties of the Audit Committee are:
- Evaluate the Annual Report, the annual and interim financial statements, the comprehensive audit report, and the audit reports for the Belimo Group and BELIMO Holding AG, submitting motions to the Board of Directors.
- Evaluate adherence to financial reporting standards within the Group.
- Select the audit firm to be proposed to the Annual General Meeting as statutory auditors, submitting motions to the Board of Directors.
- Approve the audit plans of the statutory auditors.
- Evaluate the performance, independence, and remuneration of the statutory auditors.
- Periodically review the guidelines issued regarding ad hoc announcements and avoidance of insider offenses.
- Review the internal control system.
- Review reports and updates from Internal Audit.
- Periodically review the structure of the risk management system.
- Evaluate key tax issues.
- Review the report and the compliance in regard to environmental, social, and governance topics.
The Audit Committee held two meetings in 2022 with the Chief Executive Officer, Chief Financial Officer, and internal and external auditors. The meetings were held on February 16 and November 28. The attendance was 100%. The meeting in February took two hours, the meeting in November took two hours and thirty minutes, for a total of meeting time of four hours and thirty minutes in 2022.
The Remuneration and Nomination Committee comprises at least two non-executive, independent members of the Board of Directors. The members of the Remuneration and Nomination Committee are elected individually by the Annual General Meeting for a term of office of one year until the next ordinary Annual General Meeting. Information on the duties and the number of meetings of the Remuneration and Nomination Committee is disclosed in the Remuneration Report 2022.
The Strategy Committee comprises at least two members of the Board of Directors.
The main duties of the Strategy Committee are:
- Assist the Board of Directors and the Executive Committee in providing insights and guidance relating to strategy matters.
- Facilitate the Board’s review, discussion, and understanding of the Company’s strategies and plans as developed by management.
- Advise on key questions of corporate strategy and support the strategic development of the Company.
- Assist the Executive Committee in developing and implementing the Company’s strategies (e.g., Growth Strategy, Strategy Map, Strategic Initiatives, Functional Strategies, and Sales & Marketing Strategies).
The Strategy Committee held two meetings in 2022. The attendance was 100%. Each meeting took two hours on average, for a total of four meeting hours in 2022.
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Prof. Adrian Altenburger, Lead |
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Patrick Burkhalter, Member |
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Stefan Ranstrand, Member |
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January 26, 2022 |
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X |
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X |
|
X |
August 31, 2022 |
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X |
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X |
|
X |
3.7 Allocation of Authority
The regulation of authority between the Board of Directors and the Executive Committee, which is headed by the Chief Executive Officer (CEO), is laid down in the organizational regulations (corporate schedule of responsibilities) of BELIMO Holding AG, in accordance with its Articles of Incorporation.
The Board of Directors delegates operational business management to the CEO. The members of the Executive Committee report to the CEO. The CEO draws up the strategic and financial planning and the budget with the Executive Committee and submits it to the Board of Directors for approval. He reports regularly on the course of business as well as on risks and changes in personnel at the management level. In addition to periodic reporting, he is obliged to inform the Board of Directors immediately about any business transactions of fundamental importance.
3.8 Information and Control Instruments in Relation to the Executive Committee
The Board of Directors is integrated in the management information system of the Group at the appropriate level. At the end of each quarter, in addition to the monthly reporting, the Board of Directors receives commented, unaudited financial statements, and key figures of the Group. Furthermore, forecast figures are distributed quarterly, and at the end of the third quarter, the Board receives the detailed projection for the current year as well as the budget for the following year.
The Board of Directors is responsible for risk management, the Executive Committee for its operational implementation. A company-wide risk assessment is carried out annually, using a systematic risk management methodology. The assessment is based on group workshops and individual interviews and contains three phases: risk identification and evaluation, causes and action analysis, and implementation of the actions defined. The result of the risk assessment is discussed with and approved by the Board of Directors.
During a strategy workshop with the Executive Committee in the first half-year, the Board discusses the results of medium-term planning covering a period of five years as well as qualitative strategic targets.
Internal auditing is an independent and objective auditing and advisory activity aimed at evaluating and improving the efficiency of the corporate management, risk management, and internal controlling. It supports the Board of Directors and its Audit Committee in fulfilling their statutory and regulatory supervisory and controlling obligations. Internal Audit is responsible for planning and performing audits throughout the Group in compliance with professional auditing standards and possesses maximum independence. The audit reports agreed with the managements of the audited companies, or the responsible functions, are distributed to the Chairman of the Board of Directors, the Audit Committee, the responsible Group Executive Committee and the external auditors.