Sustainability Governance

Governance

The Belimo governance standards also apply to sustainability. The robust governance structure ensures that the Group not only meets its regulatory requirements but also upholds its commitment to sustainable development. This reflects our dedication to creating long-term value for all stakeholders.

The Organization and its Reporting Practices

Organizational Details and Reporting Scope

BELIMO Holding AG, based 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).

The Group's Sustainability Report includes all entities that it controlled during the 2024 reporting period. As a result, the same group of entities is covered as in the Consolidated Financial Report. Until 2023, the reporting scope for environmental indicators was limited to the main sites in Hinwil (Switzerland) and Danbury (CT, USA). During 2024, the scope for these indicators was expanded to include all main production, logistics and customization sites of the Group to achieve a higher overall coverage of at least 95% resource consumption. The 2023 figures have been adjusted accordingly to ensure comparability.

The reporting scope is as follows:

Europe, Middle East, and Africa (EMEA):

Americas:

Asia Pacific:

The Belimo sustainability disclosures present the aggregated figures reported by each legal entity. The effects of non-controlling interest have been disregarded due to the current structure of the Group and for 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.

Reporting Period, Frequency and Contact 

The sustainability reporting period aligns with the financial reporting period. It covers the period from January 1, 2024 to December 31, 2024 for BELIMO Holding AG and all its subsidiaries. Belimo discloses its non-financial information on sustainability on an annual basis.

The Group Chief Financial Officer and the Head of Investor Relations are the designated contact persons for question about the report:

Dr. Markus Schürch, CFO / Dr. Marta Bruska, Head of Investor Relations
Brunnenbachstrasse 1
8340 Hinwil (Switzerland)

Phone +41 43 843 61 11
E-mail ir@belimo.ch

External Assurance

Although the overall sustainability reporting is not subject to external review, certain processes, results, and statements are examined by external parties. The consolidated financial statements and their notes are audited by an independent, external auditor. The Remuneration Report is audited by the same 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). Belimo sites undergo regular audits from the Swiss Association for Quality and Management Systems (SQS) and the China Quality Certification Center (CQC) in China.

Governance Structure and Composition

Highest Governance Body

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 December 31, 2024, the Board of Directors of BELIMO Holding AG comprised a total of seven non-executive members (December 31, 2023: seven members).

The non-delegable powers of the Board of Directors, as required by the Swiss Code of Obligations and the Articles of Incorporation, details of the tenure, gender, competencies relevant to the impact on the organization, stakeholder representation of the board members, 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.

Nomination and selection: 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 Committee, are elected at the Annual General Meeting for a one-year term, which concludes on the day of the 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, Belimo nominates new members of the Board of Directors. In selecting candidates, the following main criteria are used:

• Qualifications: The aim is to nominate individuals with qualifications that meet the needs of the company and suit 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.
• Independence: The objective is to ensure that candidates are free of any conflict of interest.

Chair of the highest governance body: The Board of Directors comprises non-executive members. This means that no member of the Board of Directors performed 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 acting 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.

Role in overseeing and managing sustainability: 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. Regarding the environmental, social and governance related topics, the Board of Directors of BELIMO Holding AG serves as the highest authority responsible for the corporate strategy.

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. Risks and opportunities related to climate and sustainability are evaluated and monitored as an integral part of the risk management process. 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, and internal policies and procedures.

Delegation of responsibility for managing sustainability: The Board of Directors has delegated the operational management to the CEO. The CEO is authorized to delegate further powers and responsibilities to specific members of the Executive Committee. Environmental, social and governance matters are managed by the Executive Committee. They are advised and guided by the Head of Group Sustainability. The sustainability initiatives are operationalized by the Sustainability Program Team comprising representatives from all the main Belimo departments.

Role in sustainability reporting: The Audit Committee of the Board of Directors is responsible for reporting and ensuring compliance regarding the environmental, social and governance topics. The annual Sustainability Report is reviewed and approved by the Board of Directors. It is published as part of the integrated Annual Report on February 24, 2025.

Sustainability expertise: The members of the Board of Directors have a wide range of in-depth experience in sustainability. Among other things, two Board members, Sandra Emme and Ines Pöschel, completed the ESG Designation Certificate for Board Members in 2023, a program 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 sustainable development.

Evaluation of performance: 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 underwent this process, and findings are being implemented.

Remuneration: 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. The members of the Board of Directors receive a fixed remuneration that does not include a performance-related component. The fees are paid out 60% in cash and 40% in non-discounted shares of BELIMO Holding AG restricted for a period of three years. 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 the Belimo value creation model and include sustainability targets.

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

• Determination of the remuneration policy of the Company at the highest corporate level in accordance with the Articles of Incorporation.
• Preparation of motions to the Annual General Meeting related to the maximum amounts of remuneration of the governing bodies.
• Evaluation of the yearly target achievement of the Executive Committee members and determination of their remuneration within the limits approved by the Annual General Meeting.
• Submission of proposal on the amount of remuneration for the members of the Board of Directors within the limits approved by the Annual General Meeting.
• Review and submission of the proposed Remuneration Report to the Board of Directors.
• Performance of succession planning and selection of suitable candidates for the Board of Directors and the Executive Committee.

At the 2024 Annual General Meeting of BELIMO Holding AG , 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:

Conflict of interest

The Board of Directors is required to organize its 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 of the Board.

Appropriate action will be taken, which may include abstaining from a business discussion or decision. The Board of Directors also complies with the Belimo 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 based on personal interests.

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

Critical Concerns

The Board of Directors holds at least six ordinary meetings per year. At each meeting, the Board receives updates on current business developments and major strategic initiatives, including sustainability topics. Furthermore, the Board of Directors is integrated into the Belimo management information system and receives regular written updates on the Company's performance, potential risks, and changes in the senior 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 (2023: none).

Annual Total Compensation Ratio

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 15.13 (2023: 15.07).

Both, the total compensation for the highest-paid employee and the total median compensation for all employees (excluding the highest-paid employee) increased in 2024 compared to 2023. The ratio of the percentage increase in annual total compensation for the organization’s highest-paid individual to the median percentage increase in annual total compensation for all employees equals 1.06 in 2024. The increase of the ratio, as well as the percentage increase for the highest-paid employee, and the median annual total compensation for all employees, is attributed to the higher variable compensation resulting from the outstanding business performance 2024.

In 2024 and 2023, the highest remuneration was paid to Lars van der Haegen, CEO.

Collective Bargaining Agreements

In total, 7.2% (2023: 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.