Annual Report 2024

3Board 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, 2024 (2023: seven members). The following non-executive members form the Board of Directors:

3.2 Independence of Non-Executive Members 

The Board of Directors is composed exclusively of non-executive members. This means that none of the board members has held an operational role within Belimo during the three financial years preceding the reporting period.

All members of the Board of Directors and the Executive Committee must immediately notify the Chair of the Board of Directors of any potential conflicts of interest, particularly in transactions involving themselves or related natural or legal persons and disclose them as fully as possible. A conflict of interest exists if a person involved in a decision-making process has a personal, professional, financial, or institutional interest in the outcome of a decision, particularly regarding an advantage or disadvantage resulting from the decision. The Chair of the Board of Directors must inform the Deputy Chair in the event of a conflict of interest.

When disclosing a possible conflict of interest, the person concerned must also declare whether or not they recognize a reason for recusal due to the conflict of interest in question. The Board of Directors must decide as a body whether the person concerned must recuse himself and whether other appropriate measures must be implemented to protect the Company's interest. The member of the Board of Directors concerned does not have the right to vote on the decision to recuse himself.

Business transactions between the Company and members of its governing bodies or related parties are subject to the statutory provisions and the principle of conclusion on third-party terms and conditions.

Urban Linsi, representing the anchor shareholder Linsi Group, is not qualified as an independent member of the Board by the Board of Directors. In the reporting year, the Belimo Group purchased services from Google, Sandra Emme's employer, with a total order volume of CHF 0.4 million at arm's length conditions. Sandra Emme's independence has not been compromised. The other members of the Board of Directors and the companies they represent have no material business relationships with the Group.

3.3 Mandates / Permissible Activities outside the Belimo Group

No member of the Board of Directors may hold more than ten additional mandates in comparable function at other companies with an economic purpose, and no more than four of these may be mandates in other listed companies. Several mandates within a group of companies, mandates which the member holds in the interests of or on the instructions of the Company, and mandates in pension funds are counted as one mandate. The acceptance of mandates by a member of the Board of Directors is only permitted as long as the fulfillment of their duties to Belimo is not impaired.

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 eight members. Members of the Board of Directors are elected for a one-year term, concluding on the day of the Annual General Meeting. All members are eligible for re-election. The Board of Directors constitutes itself, subject to the provisions of law and the Articles of Incorporation. The Chairman and Deputy Chairman of the Board of Directors, together with the members of the Remuneration Committee, are elected by the General Meeting.

3.5 Internal Organization and Responsibilities 

The Board of Directors is authorized to resolve on all matters not reserved for the General Meeting by law or pursuant to the Articles of Incorporation.

The Board has the following non-assignable and inalienable tasks:

• Direction of the Company and issuing of necessary instructions.
• Approval of the corporate policy and strategy.
• Definition of the organization.
• Determination of the design of the accounting system, financial control and financial planning.
• Appointment and dismissal of the person entrusted with the management and representation of the Company.
• Supervision of the persons in charge of the management.
• Preparation of the annual and remuneration report as well as of the General Meeting; and implementation of its resolutions.
• Taking measures in the event of imminent insolvency, loss of capital or over-indebtedness.
• Filing an application for a debt restructuring moratorium and notification of the court in case of insolvency.

Allocation of Authority within 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 three permanent committees established during the year under review:

• the Audit Committee
• the Remuneration and Nomination Committee
• the Strategy Committee

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.

Functioning and Attendance of the Ordinary Board Meetings in 2024

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 or subject matter experts if necessary.

The Board of Directors constitutes a quorum when a majority of its members participates in person, by telephone or video conference or by other electronic means. No quorum of presence is required if the implementation of a capital increase / capital reduction is to be determined, and the subsequent amendment of the Articles of Incorporation is to be resolved.

The Board of Directors resolves and conducts elections with a majority of the votes present.

Resolutions may also be passed in writing (letter, facsimile, or other written forms) or in electronic form, unless a member asks for oral deliberation. Resolutions by circular letter are to be entered into the minutes of the following meeting of the Board of Directors. If the resolution is passed electronically, no signature is required.

The Board of Directors held 8 ordinary meetings in 2024. The attendance was 100%. Each meeting took around 7.2 hours on average, for a total of 57.3 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.

Competencies - Board of Directors

The members of the Board of Directors bring extensive knowledge and specialized skills 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: 

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 committees meet regularly to develop recommendations for the Board of Directors. Each committee comprises at least one independent member of the Board. In addition, the Board has decided to qualify Urban Linsi as non-independent for the purposes of this report.

Audit Committee

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 two meetings in 2024 with the Chief Executive Officer, Chief Financial Officer, and internal and external auditors. The attendance was 100%. The meetings took around 2.3 hours on average, for a total of meeting time of 4.5 hours in 2024.

Remuneration and Nomination Committee

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 2024, the Committee held five meetings. The meetings took around 2.3 hours on average, for a total of meeting time of 11.5 hours in 2024. The attendance was 100%.

Information on the duties of the Remuneration and Nomination Committee is disclosed in the Remuneration Report 2024.

Strategy Committee

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

The main duties of the Strategy Committee are:

• Advice on important questions of corporate strategy and support the strategic development of the Company.
• Support the Executive Committee in developing and implementing the corporate strategy. 

The Strategy Committee held two meetings in 2024. The attendance was 100%. Each meeting took 2.0 hours on average, for a total of meeting time of 4.0 hours in 2024.

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 its management powers to the CEO, with the support of the Executive Committee, to the extent permitted by law and by the Belimo Articles of Incorporation, and subject to the duties remaining with the Board of Directors in accordance with these Organizational Regulations. 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

Management Information System

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.

Risk Management Process

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 Audit

Internal auditing is an independent and objective 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 management 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

The proportion of female Board members currently stands at 29%, slightly below the target value of 30%. Following the election of an additional male Board member, as proposed to the 2025 Annual General Meeting, this proportion will adjust temporarily to 25%. While Belimo remains committed to fostering gender diversity and strives to increase female representation on the Board in alignment with our culture and values, the election of Board members is guided foremost by the competence and qualifications necessary to meet the strategic needs of the Company.