3 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.

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.

The competence matrix shows which Board member covers which competence:

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.

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.