Sustainability Governance

Governance

The Organization and its Reporting Practices

Organizational Details

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BELIMO Holding AG located in Hinwil (Switzerland) is the ultimate parent company of the Belimo Group. As the only listed company within the Group, BELIMO Holding AG is publicly traded on the Swiss stock exchange SIX Swiss Exchange (ISIN CH1101098163).

BELIMO Holding AG holds the following subsidiaries directly and indirectly:

EMEA:

Americas:

Asia / Pacific:

Reporting Practices

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The Group's sustainability report includes all entities that it controlled during the reporting period. As a result, the same group of entities was covered as in the consolidated financial report. The Group has limited the reporting scope for some sustainability disclosures due to materiality reasons. In this case, the limited scope is indicated in the respective sustainability topic. The sustainability disclosures of Belimo show the aggregated figures reported by each legal entity. Effects of non-controlling interest have been neglected due to the current structure of the Group and materiality reasons. Entities that are acquired or sold during the course of the year are included in the reporting, effective from the date on which control commences and excluded from the date on which control is lost.

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The reporting period for sustainability reporting is the same as that for financial reporting. It covers the period from January 1, 2024 to December 31, 2024 for BELIMO Holding AG and all its subsidiaries.

The annual sustainability report is reviewed and approved by the Board of Directors as part of the annual report of Belimo.

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The annual sustainability report is reviewed and approved by the Board of Directors. It is published as part of the Annual Report. This sustainability report is published on February 24, 2025. The Group CFO is the designated contact person for question about the report: 

Dr. Markus Schürch, CFO
Brunnenbachstrasse 1
8340 Hinwil (Switzerland)
Phone +41 43 843 63 80
E-mail ir@belimo.ch

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The Group has not made material restatements of information disclosed in previous reporting periods.

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While there is no external review of the sustainability reporting in its entirety, individual processes, results, and statements are inspected by external parties. The consolidated financial statements and their notes are audited by an independent, external auditor. The Remuneration Report is audited by an independent, external auditor. Belimo is committed to maintaining its certifications in accordance with the international standards for environmental management (ISO 14001), quality management (ISO 9001), and occupational health and safety (ISO 45001). Our sites undergo regular audits from the Swiss Association for Quality and Management Systems (SQS) and the China Quality Certification Center (CQC) in China. Mumbai has recently been certified according to ISO 9001.

Governance Structure and Composition

Highest Governance Body

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The Board of Directors of BELIMO Holding AG is the highest governing body of the Group. It sets the strategic objectives and allocates the necessary resources to achieve them. The Board of Directors has established three committees to facilitate the achievement of its strategic objectives. The Audit Committee, the Remuneration and Nomination Committee, and the Strategy Committee. As at 31 December 2024, the Board of Directors of BELIMO Holding AG comprised a total of seven non-executive members (2023: seven members). Details of the tenure, gender, competencies relevant to the impact on the organisation, stakeholder representation of the board members, as well as other significant positions and commitments, the governance structure, the committees, and the composition of the highest governance body are disclosed in the Corporate Governance Report.

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In accordance with the Articles of Incorporation of BELIMO Holding AG, the Board of Directors is elected on an individual basis at the Annual General Meeting for a term of one year. The Board of Directors is responsible for establishing its own procedures, in accordance with legal and statutory requirements. The Chairman and Deputy Chairman of the Board of Directors, along with the members of the Remuneration and Nomination Committee, are elected at the Annual General Meeting for a one-year term, which concludes with the subsequent Annual General Meeting. In accordance with the Articles of Incorporation, the Swiss Code of Best Practice for Corporate Governance (published by economiesuisse), the regulation of the Swiss stock exchange (SIX Swiss Exchange), and the Swiss Code of Obligations, the Group nominates new members of the Board of Directors. In selecting candidates, the following main criteria are used:

• Qualifications: The suitability of the candidate is considered in light of the needs of the company and the current composition of the Board of Directors.
• Diversity: The objective is to ensure a diverse Board of Directors with a range of professional and personal backgrounds.
• Personality: The aim is to nominate individuals of the highest character and integrity.
• Personality, to nominate individuals of the highest character and integrity.
• Independence: The objective is to ensure that candidates are free of any conflict of interest.

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The Board of Directors is comprised of non-executive members. This means that no member of the Board of Directors exercised an operational function for Belimo during the three financial years preceding the reporting period. Furthermore, the members of the Board of Directors and the companies they represent have no material business relationship with Belimo. The Chairman of the Board of Directors, Patrick Burkhalter, is an independent, non-executive member of the Board of Directors, elected by the shareholders of BELIMO Holding AG.

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The Board of Directors are required to organize their personal and business affairs and take all necessary steps to ensure that conflicts of interest are avoided to the greatest extent possible. Should a conflict of interest nevertheless arise, the member concerned must immediately inform the Chairman. Appropriate action will be taken, which may include abstaining from a business discussion or decision. The Board of Directors also complies with Belimo's Code of Conduct, which stipulates that conflicts of interest are to be consciously avoided and that decisions are to be taken in the best interests of the Company and not on the basis of personal interests.

No material conflicts of interest came to our attention in the year under review or in the previous year.

Role of the Highest Governance Body

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The non-delegable powers of the Board of Directors, as required by the Swiss Code of Obligations and the Articles of Incorporation, are disclosed in the Group's Corporate Governance Report. The Board of Directors sets the strategic goals of the Group. It delegates the operational management to the Chief Executive Officer (CEO). Together with the Executive Committee, the CEO prepares the strategic and financial plans and the budget. These are discussed with and reviewed by the Board of Directors prior to approval. With regard to environmental, social and governance issues the Board of Directors of BELIMO Holding AG is the highest body responsible for the corporate strategy. At the same time, the Audit Committee of the Board of Directors is responsible for reporting and compliance with regard to environmental, social and governance issues.

The Board of Directors has implemented a comprehensive system for monitoring and controlling the risks associated with the business. A company-wide risk assessment is carried out annually using a systematic risk management methodology. An independent audit firm has been proposed by the Audit Committee and appointed by the Board of Directors to provide objective internal audit services to ensure compliance with applicable laws, regulations, internal policies and procedures.

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The Board of Directors has delegated the operational management to the CEO. The CEO is authorised to delegate further powers and responsibilities to specific members of the Executive Committee. At senior management level, environmental, social and governance issues are managed by the Executive Committee. They are guided by the Head of Group Sustainability and supported by the Head of Group Division Logistics/Customisation and the Global Head of Human Resources (both members of the Extended Executive Committee). The sustainability initiatives are operationaliszed by the Sustainability Program Team made up of representatives from all the main Belimo departments.

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The Board of Directors holds at least six ordinary meetings per year. At each meeting, the Board receives an update on current business developments and major strategic initiatives, including sustainability topics. Furthermore, the Board of Directors is integrated into Belimo's management information system and receives regular wirtten updates on the Company's performance, as well as on potential risks and changes in the seinor management. In addition, the CEO informs the Chairman of the Board immediately of any critical business transactions or concerns. In 2024, no critical concerns relating to the Company's affairs were communicated to the Board of Directors (2024: none).

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The members of the Board of Directors have a wide range of in-depth experience in the area of sustainability. Among other things, two Board members, Sandra Emme and Ines Pöschel, completed the ESG Designation Certificate for Board Members in 2023, a programme designed by and for board members to achieve the highest standard of environmental, social and governance (ESG) education. Furthermore, the Group Sustainability Team provides information to the Board of Directors on matters relevant to enhancing its collective expertise in the area of sustainable development.

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The board continuously improves its effectiveness. In line with the recommendations in the Swiss Code of Best Practice for Corporate Governance published by economiesuisse, the Board of Directors conducts an annual self-evaluation of its work and that of its committees. The Board of Directors then discusses the results of the self-evaluation. In 2024, the Board of Directors again conducted the self-evaluation, the results of which were discussed and findings are being implemented.

Remuneration of the Highest Governance Body

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Belimo publishes a detailed Remuneration Report annually, which, in addition to the remuneration paid in the year under review, contains all relevant information on remuneration governance and policy. In order to guarantee their independence in performing their supervisory duties, the members of the Board of Directors receive a fixed remuneration that does not include a performance-related component. For the Executive Committee, 40% of the variable remuneration is linked to non-financial business objectives set at the beginning of the year. They are linked to Belimo's value creation model and include sustainability targets.

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The Remuneration and Nomination Committee oversees the compensation process and consists of at least two, currently four, non-executive, independent Board of Directors. In support of the Board of Directors, the Remuneration and Nomination Committee has the following responsibilities:

• To set the Company's remuneration policy at the highest corporate level in accordance with the Articles of Incorporation.
• Preparation of proposals to the Annual General Meeting regarding the maximum amount of remuneration of the governing bodies.
• Evaluating the annual achievement of the objectives of the members of the Executive Committee and determining their remuneration within the limits approved by the Annual General Meeting.
• Submitting proposals for the remuneration of the members of the Board of Directors within the limits approved by the Annual General Meeting.
• Reviewing and submitting the proposed remuneration report to the Board of Directors.
• Conducting succession planning and selecting suitable candidates for the Board of Directors and the Executive Committee.

At the Annual General Meeting of Shareholders of BELIMO Holding AG held in 2024, the results of the votes on the Remuneration Policy and the proposed resolutions were as follows:

The table below shows the election results of the members of the Remuneration and Nomination Committee at the Annual General Meeting 2024:

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In 2024, the ratio of the annual remuneration paid to the highest-paid employee to the median annual compensation of all employees (excluding the highest-paid employee) based on the average full-time equivalents (FTEs) was for the entire Belimo group XX.XX (2023: 15.07). In 2024 and 2023, the highest remuneration was paid to Lars van der Haegen, CEO.

Due Diligence

XXX

Policies & Compliance

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Belimo is committed to conducting its business in accordance with high ethical standards and applicable law. The Belimo Mission Statement has been supplemented by a Code of Conduct for the Belimo Group, on which all employees are required to complete a web-based training course. In addition, all suppliers are expected to sign the Supplier's Declaration, in which they undertake to comply with the Belimo Group's Code of Conduct and to require their own sub-suppliers to do the same. All policy commitments were approved by the Board of Directors.

Commitment to Respect Human Rights

Belimo has been a member of the UN Global Compact (UNGC) since 2013 and is committed to environmental protection, responsible working practices, human rights and anti-corruption. The UNGC is the largest international initiative for responsible corporate governance. As a trusted partner worldwide, Belimo is actively involved in associations that promote research and formulate codes and standards. Belimo's strategic objective is to uphold and promote respect for human rights within the Group and to enable people's fundamental rights and freedoms throughout the value chain. The corporate culture is based on trust, integrity, competence and responsibility. It encourages personal commitment, the courage to take risks to inspire customers, teamwork and cultural diversity. To achieve this cultural objective, the company has zero tolerance for violence in the workplace and is committed to a work environment in which all individuals are treated with respect and dignity, free from all forms of unlawful discrimination, harassment and retaliation. The Group ensures equal employment opportunity for all persons without discrimination based on ethnic background, religion, disability, colour, race, nationality, sexual orientation, age, veteran status, gender, gender identity, gender expression, marital status, pregnancy or any other basis prohibited by federal, state or local law. Sexual harassment or harassment on the basis of any other personal characteristic prohibited by law has no place in the work environment and is strictly prohibited.

Child Labor and Conflict Minerals

As a global leader in the development, production and sale of field devices for the energy-efficient control of HVAC systems, Belimo recognises the importance of ensuring ethical business practices, respect for human rights and compliance with environmental standards throughout its supply chain. Belimo (together with all its subsidiaries) has been a member of the United Nations Global Compact since 2013 and is active in the areas of environmental protection, sustainable working conditions, human rights protection and the fight against corruption. Belimo is therefore committed to ensuring that its supply chain is free of conflict minerals and child labour. As a trusted business partner of Belimo, our suppliers and partners are expected to read, understand and comply with the Belimo Supplier Principles, to agree to a number of behavioural commitments and to require compliance from their own sub-suppliers. Belimo reserves the right to audit existing and newly selected suppliers to verify compliance with these principles. All measures taken by Belimo against child labour and conflict minerals are described in the Belimo Supply Chain Policy.

In December, the Swiss Federal Council adopted the legislative amendments to the indirect counter-proposal to the Responsible Business Initiative (RBI). Large Swiss companies are legally obliged to report on the environmental, social, labour, human rights and anti-corruption risks of their activities. Companies whose activities pose risks in the sensitive areas of child labour and minerals from conflict areas must comply with special and more extensive due diligence obligations. Since 2021, Belimo has been monitoring its risks related to child labor in accordance with Swiss due diligence requirements and did not identify any incidents in 2024 (2023:  none). Risks related to conflict minerals were assessed as part of the annual due diligence process and Belimo did not consider them to be critical for 2024 (2023: not critical). The Group has complied with the applicable due diligence requirements.

Anti-Corruption

In pursuance of the Code of Conduct, Belimo is committed to maintaining the highest ethical standards and strictly enforces the integrity of its behaviour wherever it operates. The Group's reputation has a significant impact on all its business relationships, including those with government authorities, customers, other third parties and member associations. In addition to the Code of Conduct, an Anti-Bribery and Anti-Corruption Policy is mandatory for all employees and business partners. The purpose of the policy is to ensure that Belimo's directors, officers and employees, as well as third parties acting with or on behalf of Belimo, avoid corruption in all its possible forms, including but not limited to bribery of public officials, suppliers and other third parties. Belimo has a clear system of authority and the principle of dual control is applied to prevent corruption. In addition, internal and external auditors regularly check the books for irregularities as part of the standard audit process. The Code of Conduct and the Anti-Bribery and Anti-Corruption Policy are presented by the Executive Committee to each new employee as part of the induction and training process. In addition, the Anti-Corruption Policy is available to employees and is regularly updated. This ensures that all employees are aware of what is and is not permitted. In its Code of Conduct, Belimo undertakes to conduct its business with integrity and condemns practices such as bribery and corruption. Belimo is not aware of any cases of corruption, violations of product information regulations or sanctions for non-compliance with environmental or social legislation.

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Seeking advice on implementing our policies and practices for responsible business conduct in the organization‘s operations and business relationships is part of all our ongoing stakeholder engagement. Employees, suppliers or third parties are encouraged to report any concerns using the Belimo Group's independent whistleblowing line "Integrity Channel", which guarantees the anonymous and confidential reporting of incidents. This mechanism is operated by an external provider and is available around the clock seven days a week, in German, English, and Chinese. All information on negative impacts is escalated to the Head of Global Human Resources and the General Counsel.

Compliance with Laws and Regulations

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In 2024, Belimo is not aware of any instances of non-compliance with laws and regulations that resulted in fines or non-monetary sanctions (2023: none).

Stakeholder Engagement & Membership Associations

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XXBelimo has been a member of the UN Global Compact (UNGC) since 2013 and is committed to environmental protection, responsible working practices, human rights and anti-corruption. The UNGC is the largest international initiative for responsible corporate governance. As a trusted partner around the world, Belimo is actively involved in associations that promote research and formulate codes and standards. A list of our affiliated organisations can be found here.

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The stakeholders listed below have been identified by the Executive Committee as important stakeholders because they meet the following two criteria: the stakeholder group has a strong influence on the economic, environmental or social performance of Belimo and the stakeholder group is strongly affected by the economic, environmental or social performance of the company. Sustainability at Belimo is geared towards several stakeholder groups and aims to create added value for all of them. Satisfying the interests of one stakeholder group, such as customers, must not be at the expense of other stakeholders, such as employees or local interest groups. Customers value reliable and innovative application solutions and high product quality. Other strengths include consulting and service expertise at all stages of the customer relationship, and partnering with suppliers and consultants.

Capital Market

Capital MarketThe Group CFO and the Investor Relations Officer are the designated contact persons for the capital market (shareholders, portfolio managers, and analysts). They regularly attend investor meetings, calls, conferences, and roadshows. An Annual Report, including a Remuneration Report, and a Semi-Annual Report are published each year. The Company also organizes at least one Conference for Media and Financial Analysts, an Annual General Meeting, and a Capital Markets Day during the same period.

Customers

The Belimo sales organization consists of outside sales managers, application consultants, training managers, inside sales technicians, customer service representatives, and product management. It ensures excellent customer service while securing in-depth application know-how on the part of the Belimo organization. Digital customer experience is provided by the website with webshop, online training events, application apps, technical support, customer hotline, mailings, interviews, and, most importantly, personal consultations through Belimo sales managers. All customer interactions are managed through a Customer Relationship Management tool.

Employees and Vulnerable Groups

Belimo regularly conducts management training on its corporate mission and values as well as semi-annual performance reviews for all employees, new employee orientations, and social and team-building events. To assess employee engagement, a group-wide employee survey is conducted every three years.

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In total, 7.5% (2022: 7.5%) of all employees are covered by collective bargaining agreements. For employees not covered by collective bargaining agreements, the working conditions and terms of employment are determined by local labor law regulations.

Suppliers

Initial contact takes place within the scope of the assessment procedure and implementation of the Code of Conduct for Suppliers, close collaboration in joint development projects. Approximately 10% of the supplier base is audited each year.

Municipalities and Authorities

Regular exchanges on topics such as taxes, working permits, and the development of production sites are held with municipalities and authorities.

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