Business ReportCorporate GovernanceBoard of Directors

3 Board of Directors

The Board of Directors is the most senior management body in the Group. It is empowered to make decisions with respect to all matters that are not reserved to 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 seven members as at December 31, 2023 (2022: six members). Ines Pöschel was elected as a new member of the Board of Directors at the 2023 Annual General Meeting. 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 was named 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.). Throughout his career, Patrick Burkhalter has accumulated relevant knowledge and expertise in IT, entrepreneurship, strategic development, and corporate governance.

Other Significant Mandates
Since 2019, he is a member of the Board of Directors of BELIMO Automation AG, Hinwil (Switzerland), a subsidiary of BELIMO Holding AG, Hinwil (Switzerland).

Dr. Martin Zwyssig (1965, Swiss citizen) was first elected to the Board of Directors at the 2011 AGM. 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). From April 2020 until June 2023, he was Chief Financial Officer of the REHAU Group with headquarters in Muri bei Bern (Switzerland). As of July 2023, Dr. Martin Zwyssig took over as CFO of the BKW Group, Bern (Switzerland), and as a member of the Group Executive Board. 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.

Other Significant Mandates
He is a member of the Group Executive Board of BKW AG¹⁾, Bern (Switzerland), since 2023.

¹⁾ Listed company.

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 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). 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.

Other Significant Mandates
He is a member of the Board of Directors at Jobst Willers Engineering AG, Rheinfelden (Switzerland), since 2018, of the Energie Wasser Bern, Bern (Switzerland), since 2018, of the EKT Energiestiftung, Arbon (Switzerland), since 2022, of the SDEA Swiss Datacenter Efficiency Association, Bern (Switzerland), since 2020. Since 2021, he is Chairman of the SNV Swiss Association for Standardization, Winterthur (Switzerland) and since 2023 member of the DIN Presidial Board, Berlin (Germany).

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 Remuneration and Nomination Committee (Lead). Since 2011, she has held various positions at Google Switzerland GmbH, Zurich, most recently as Industry Leader for Cloud Enterprise in Global Business Development. She is a lecturer in Leading Digital Business Transformation at the IMD Business School, Lausanne (Switzerland). 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. In 2023, she completed the ESG Designation Certificate for Board Members, a program designed by and for board members to achieve the highest standard of environmental, social, and governance (ESG) education.

Her fields of expertise are digital transformation strategy, international business development, and entrepreneurship.

Other Significant Mandates
She is a member of the Board of Directors of Zehnder Group¹⁾, Gränichen (Switzerland), since 2022. Since January 2021, she is a member of the Steering Committee of the digital innovation initiative digitalswitzerland.

¹⁾ Listed company.

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. 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.

Other Significant Mandates
Urban Linsi has been Chairman and Head of the Executive Committee of the U.W. Linsi Foundation, Staefa (Switzerland), since 2021.

Ines Pöschel (1968, Swiss citizen) was elected to the Board of Directors at the 2023 AGM. She is a member of the Audit Committee and the Remuneration and Nomination Committee. Since 2007, Ines Pöschel has been a lawyer and partner at Kellerhals Carrard in Zurich. From 2002 to 2007, she was a Senior Associate at Baer & Karrer AG in Zurich and from 1999 to 2002 a Senior Manager at Andersen Legal LLC in Zürich (Switzerland). She is specialized in capital markets law and regulations, and corporate law, with a focus on governance-related areas and business transactions. Ines Pöschel holds a degree in law from the University of Zurich (Switzerland) and was admitted to the bar in the canton of Zürich in 1996. In 2023, she completed the ESG Designation Certificate for Board Members, a program designed by and for board members to achieve the highest standard of environmental, social, and governance (ESG) education.

Other Significant Mandates
She has been a member of the Board of Directors of Alcon Inc.¹⁾, Fribourg (Switzerland), since 2019, of the dormakaba International Holding AG¹⁾, Rümlang (Switzerland), since 2023, and of the Graubündner Kantonalbank¹⁾, Chur (Switzerland), since 2018. She has been deputy chairman in the Lotti Latrous Foundation, Zurich (Switzerland), since 2014 and a member of the Swiss Federal Expert Commission for the Commercial Register, Bern (Switzerland), since 2016.

¹⁾ Listed company.

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 and of the Remuneration and Nomination 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.

Other Significant Mandates
He is an advisor to the EQT AB Group¹⁾, Stockholm (Sweden), since 2022 and a member of the Board of Directors of Trescal S.A., Paris (France), since 2023.

¹⁾ Listed company.

3.2 Independence of Non-Executive Members

The Board of Directors consists of non-executive members only. 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.

In the reporting year, the Belimo Group purchased services from Google, Sandra Emme's employer, with a total order volume of CHF 0.7 million at arm's length conditions. Sandra Emme's independence has not been compromised.

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.
Determination of the Company's organization.
Organization of the accounting system, financial control, and financial planning systems.
Approval of the corporate policy and strategy.
Appointment and dismissal of 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.
Compilation of the Annual Report, the Remuneration Report, preparation of the Annual General Meeting, as well as implementation of its resolutions.
Notification to 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 activities to committees. The Board of Directors has established three permanent committees during the year under review: the Audit Committee, the Remuneration and Nomination Committee, and 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 (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	Audit Committee	Remuneration and Nomination Committee	Strategy Committee	Year joined

Patrick Burkhalter	Member		Member	2014
Dr. Martin Zwyssig	Lead			2011
Prof. Adrian Altenburger			Lead	2015
Sandra Emme		Lead		2018
Urban Linsi		Member		2019
Stefan Ranstrand		Member	Member	2020
Ines Pöschel	Member	Member		2023

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 in connection with 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 video conference, conference calls or by circular resolutions. Subsequent to each meeting, the Board members receive a complete copy of the minutes.

The Board of Directors held eight ordinary meetings in 2023. The attendance was 100%. Each meeting took around 6.9 hours on average, for a total of 55 meeting hours. In addition to the formal Board and Committee meetings (see below), a number of informal meetings were held and the Board also attended a number of business meetings.

Patrick Burkhalter, Chairman

Dr. Martin Zwyssig, Deputy Chairman

Prof. Adrian Altenburger, Member

Sandra Emme, Member

Urban Linsi, Member

Stefan Ranstrand, Member

Ines Pöschel, Member 1)

January 31, 2023

February 17, 2023

April 14, 2023

June 12, 2023

June 13, 2023

June 16, 2023

September 22, 2023

December 1, 2023

1) Ines Pöschel was elected to the Board of Directors at the 2023 Annual General Meeting.

The members of the Board of Directors possess comprehensive expertise in their respective areas of expertise. Together, they ensure that the Board of Directors cover all necessary competencies. The distribution of the most important competencies of the current members of the Board of Directors is shown below:

Distribution of the most important competencies

Executive Experience		6/7
Finance, Audit, and Risk Management		3/7
Compliance, Regulatory, and Legal		4/7
Capital Markets, M&A		3/7
Core Industry Experience (HVAC)		2/7
Transferable Expertise in Related Industries		4/7
Functional Experience		3/7
International Business Experience		4/7
Digitization, Technology		3/7
Strategy, Business Transformation		4/7
Human Resources, Compensation		3/7
Board Governance		4/7
Environmental, Social, and Governance		6/7
Anchor Shareholder Representative		1/7

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. 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:

Evaluation of the Annual Report, the annual and interim financial statements, the comprehensive audit report, and the audit reports for both the Belimo Group and BELIMO Holding AG, submission of motions to the Board of Directors.
Evaluation of adherence to financial reporting standards within the Group.
Selection of the audit firm to be proposed to the Annual General Meeting as statutory auditors, submission of motions to the Board of Directors.
Approval of the audit plans of the statutory auditors.
Evaluation of the performance, independence, and remuneration of the statutory auditors.
Periodical review of the guidelines issued regarding ad hoc announcements and the avoidance of insider offenses.
Review of the internal control system.
Review of reports and updates from Internal Audit.
Periodical review of the structure of the risk management system.
Evaluation of key tax issues.
Review of the report and of compliance with regard to environmental, social, and governance topics.

The Audit Committee held three meetings in 2023 with the Chief Executive Officer, Chief Financial Officer, and internal and external auditors. The attendance was 100%. The meetings took around 2.5 hours on average, for a total of meeting time of 7.5 hours in 2023.

	Dr. Martin Zwyssig, Lead	Patrick Burkhalter, Member	Sandra Emme, Member 1)	Ines Pöschel, Member 2)

February 17, 2023	X	X	X
June 30, 2023	X	X		X
November 30, 2023	X	X		X

1) Sandra Emme was member of the Audit Committee until the constituent meeting of the members of the Board of Directors on April 14, 2023.

2) Ines Pöschel was elected to the Board of Directors at the 2023 Annual General Meeting.

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.

In 2023, the Committee held three meetings of approximately two and a half hours each. The participation rate for meetings in 2023 was 100%.

	Sandra Emme, Chair	Prof. Adrian Altenburger, Member 1)	Urban Linsi, Member	Ines Pöschel, Member 2)	Stefan Ranstrand, Member 2)

February 14, 2023	X	X	X
September 4, 2023	X		X	X	X
November 21, 2023	X		X	X	X

1) Prof. Adrian Altenburger was member of the Remuneration and Nomination Committee until the 2023 Annual General Meeting.

2) Ines Pöschel and Stefan Ranstrand were elected as new members of the Remuneration and Nomination Committee at the 2023 Annual General Meeting.

Information on the duties of the Remuneration and Nomination Committee is disclosed in the Remuneration Report 2023.

The Strategy Committee comprises at least two members of the Board of Directors.

The main duties of the Strategy Committee are:

Assistance to the Board of Directors and the Executive Committee in the provision of insights and guidance regarding strategy matters.
Facilitation of the Board in its review, discussion, and understanding of the Company’s strategies and plans as developed by management.
Consultation on key questions of corporate strategy and support of the strategic development of the Company.
Assistance to the Executive Committee in the development and implementation of 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 2023. The attendance was 100%. Each meeting took 2.3 hours on average, for a total of four 4.6 hours in 2023.

	Prof. Adrian Altenburger, Lead	Patrick Burkhalter, Member	Stefan Ranstrand, Member

March 3, 2023	X	X	X
October 2, 2023	X	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 strategic and financial planning and the budget with the Executive Committee and submits these 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 regarding 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 the key figures of the Group. Furthermore, forecast figures are distributed quarterly, and at the end of the third quarter, the Board receives a 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 with respect to 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 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 member of the Executive Committee, and the external auditors.

3.9 Gender Quota

At Annual General Meeting 2023, Ines Pöschel was elected as a new Board member. With her, the proportion of female Board members is increased to 29%. Belimo is striving to further increase this quota in the future. Belimo's culture supports this trend.