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.
Members of the Board
The Board of Directors of BELIMO Holding AG comprises a total of eight members as at December 31, 2025 (2024: seven members). The following non-executive members form the Board of Directors:
Patrick Burkhalter (1962, Swiss citizen) was elected to the Board of Directors at the 2014 Annual General Meeting and was named Chair of the Board at the 2019 Annual General Meeting. He is a member 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 Chair. 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
- Member of the Board of Directors of BELIMO Automation AG, Hinwil (Switzerland), since 2019 (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 Annual General Meeting. He is Deputy Chair 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
- 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 (BSc HSLU) 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
- Chair of the Board of Directors at Jobst Willers Engineering AG, Rheinfelden (Switzerland), since 2018
- Member of the Board of Directors Energie Wasser Bern, Bern (Switzerland), since 2018
- Member of the Board of Directors SDEA Swiss Datacenter Efficiency Association, Bern (Switzerland), since 2020
- Chair of the SNV Swiss Association for Standardization, Winterthur (Switzerland), since 2021
- Member of the Founding Board of EKT Energiestiftung, Arbon (Switzerland), since 2022
- Member of the DIN Presidial Board, Berlin (Germany), since 2023
- Member of the Board of Directors vyzn (ETH spin off), Zurich (Switzerland), since 2024
- Member of the Board of Directors DBS Design Build Switzerland, Zurich (Switzerland), since 2025
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 (Switzerland), 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
- Member of the Steering Committee of the digital innovation initiative digitalswitzerland, since 2021
- Member of the Board of Directors of Zehnder Group1), Gränichen (Switzerland), since 2022
1) Listed company.
Tom Hallam (1966, British and Swiss citizen) was elected to the Board of Directors at the 2025 Annual General Meeting. He is a member of the Audit Committee. Prior to 2008, Tom Hallam held various positions at Merck Serono (Switzerland), most recently as Vice President Corporate Finance. In 2008, he joined Givaudan SA, Venier (Switzerland), a global leader in fragrance & beauty and taste & well-being, and during his tenure, oversaw financial reporting and compliance, mergers and acquisitions, strategic planning, and Givaudan's business development process. In 2017, he was appointed CFO at Givaudan and held this position until 2024. He is a member of the Chartered Institute of Management Accountants (CIMA) (United Kingdom) and holds a Bachelor's Degree in Accounting and Finance from the University of Manchester (United Kingdom).
Tom is an expert in financial management, accounting, tax, corporate governance, and compliance related to listed international companies. He also has extensive experience in capital markets, and mergers and acquisitions.
Other Significant Mandates
- Member of the Board of Directors of Azelis Group N.V., Antwerp (Belgium), since 2022
- Member of the Board of Directors of Vibrant Ingredients, LLC, Lake Mary (USA), since 2025
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 until the end of 2024. 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 Belimo's 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
- Chair and Head of the Executive Committee of the U.W. Linsi Foundation, Stäfa (Switzerland), since 2021
Ines Pöschel (1968, Swiss citizen) was elected to the Board of Directors at the 2023 Annual General Meeting. She is a member of the Audit Committee and the Remuneration and Nomination Committee. Since 2007, Ines Pöschel has been a lawyer and partner and, since 2025, counsel at Kellerhals Carrard in Zurich (Switzerland). From 2002 to 2007, she was a Senior Associate at Baer & Karrer AG in Zurich (Switzerland) and from 1999 to 2002 a Senior Manager at Andersen Legal LLC in Zurich (Switzerland). Ines Pöschel holds a degree in law from the University of Zurich (Switzerland) and was admitted to the bar in the canton of Zurich 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.
Her field of expertise lies in M&A and capital markets laws and regulations, as well as corporate law, with a focus on corporate governance and executive compensation.
Other Significant Mandates
- Member of the Swiss Federal Expert Commission for the Commercial Register, Bern (Switzerland), since 2016
- Member of the Board of Directors of the Graubündner Kantonalbank1), Chur (Switzerland), since 2018
- Member of the Board of Directors of Alcon Inc.1), Fribourg (Switzerland), since 2019
- Member of the Board of Directors of the dormakaba International Holding AG1), Rümlang (Switzerland), since 2023
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 and Audit Committee. Between 2009 and 2021, he was President and CEO of Tomra Systems ASA, Asker (Norway), which specializes in recycling solutions. 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 listed, globally active industrial company and in matters relating to Asia Pacific, with a focus on sustainable business. He was awarded European CEO of the Year for Sustainable Businesses in 2018.
Other Significant Mandates
- Advisor to the EQT AB Group1), Stockholm (Sweden), since 2022
- Member of the Board of Directors of Trescal S.A., Paris (France), since 2023
1) Listed company.
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 interests. 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) and from BKW (Dr. Martin Zwyssig's employer), with a total order volume of CHF 0.5 million and CHF 0.2 million at arm's length conditions. Additionally, Belimo sold products to BKW in the amount of CHF 0.3 million at arm's length conditions. Sandra Emme's and Dr. Martin Zwyssig'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.
Mandates / Permissible Activities outside the Belimo Group
No member of the Board of Directors may hold more than ten additional mandates in comparable functions 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 if the fulfillment of their duties to Belimo is not impaired.
Election and Term of Office
According to the Articles of Incorporation, the Board of Directors consists 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 Chair and Deputy Chair of the Board of Directors, together with the members of the Remuneration and Nomination Committee, are elected by the General Meeting.
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 Chair of the Board of Directors, or, in his absence, the Deputy Chair of the Board or a duly appointed member, calls the meetings and the Lead of the committees the discussions.
Member | Audit Committee1) | Remuneration and Nomination Committee2) | Strategy Committee | Year of Initial Election to the Board3) | ||||
|---|---|---|---|---|---|---|---|---|
Patrick Burkhalter | Member | 2014 | ||||||
Dr. Martin Zwyssig | Lead | 2011 | ||||||
Prof. Adrian Altenburger | Lead | 2015 | ||||||
Sandra Emme | Lead | 2018 | ||||||
Tom Hallam | Member | 2025 | ||||||
Urban Linsi | Member | 2019 | ||||||
Ines Pöschel | Member | Member | 2023 | |||||
Stefan Ranstrand | Member | Member | 2020 |
1) Patrick Burkhalter has withdrawn from the Audit Committee. Instead, Stefan Ranstrand was nominated for the Audit Committee.
2) Stefan Ranstrand changed from the Remuneration and Nomination to the Audit Committee. No replacement was nominated for the Remuneration and Nomination Committee.
3) Tom Hallam was elected to the Board of Directors (BoD) at the Annual General Meeting on March 24, 2025.
Functioning and Attendance of the Ordinary Board Meetings in 2025
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 Chair, while stating the reasons.
The invitation, along with the detailed agenda and attachments, is normally distributed in writing to all participants one week prior to the meeting date. The agenda for meetings is drawn up by the Chair 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 participate in person, by telephone, 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 2025. The attendance was 100%. Each meeting took around 5.9 hours on average, for a total of 47.0 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, Chair | Dr. Martin Zwyssig, Deputy Chair | Prof. Adrian Altenburger, Member | Sandra Emme, Member | Tom Hallam, Member1) | Urban Linsi, Member | Ines Pöschel, Member | Stefan Ranstrand, Member | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
January 31, 2025 | x | x | x | x | x | x | x | |||||||||
February 14, 2025 | x | x | x | x | x | x | x | |||||||||
April 4, 2025 | x | x | x | x | x | x | x | x | ||||||||
June 28, 2025 | x | x | x | x | x | x | x | x | ||||||||
June 29, 2025 | x | x | x | x | x | x | x | x | ||||||||
June 30, 2025 | x | x | x | x | x | x | x | x | ||||||||
September 3, 2025 | x | x | x | x | x | x | x | x | ||||||||
December 5, 2025 | x | x | x | x | x | x | x | x |
1) Tom Hallam was elected to the Board of Directors (BoD) at the Annual General Meeting on March 24, 2025.
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 covers 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 | 7/8 | |
Finance, Audit, and Risk Management | 4/8 | |
Compliance, Regulatory, and Legal | 5/8 | |
Capital Markets, M&A | 4/8 | |
Core Industry Experience (HVAC) | 2/8 | |
Transferable Expertise in Related Industries | 5/8 | |
Functional Experience | 4/8 | |
International Business Experience | 5/8 | |
Digitization, Technology | 3/8 | |
Strategy, Business Transformation | 5/8 | |
Human Resources, Compensation | 4/8 | |
Board Governance | 5/8 | |
Environmental, Social, and Governance | 7/8 | |
Anchor Shareholder Representation | 1/8 |
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 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 regarding environmental, social, and governance topics.
The Audit Committee held three meetings in 2025 with the Chief Executive Officer and the Chief Financial Officer. The attendance was 100%. The internal and external auditors participated at one respectively two Audit Committee meetings. The meetings took around 2.2 hours on average, for a total of 6.5 hours in 2025.
Dr. Martin Zwyssig, Lead | Patrick Burkhalter, Member1) | Tom Hallam, Member2) | Ines Pöschel, Member | Stefan Ranstrand, Member1) | ||||||
|---|---|---|---|---|---|---|---|---|---|---|
February 14, 2025 | x | x | x | |||||||
May 12, 2025 | x | x | x | x | ||||||
November 27, 2025 | x | x | x | x |
1) Patrick Burkhalter has withdrawn from the Audit Committee. Instead, Stefan Ranstrand was nominated for the Audit Committee.
2) Tom Hallam was elected to the Board of Directors (BoD) at the Annual General Meeting on March 24, 2025.
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 2025, the Committee held three meetings. The meetings took around 2.7 hours on average, for a total of 8.0 hours in 2025. The attendance was 100%.
Sandra Emme, Lead | Urban Linsi, Member | Ines Pöschel, Member | Stefan Ranstrand, Member1) | |||||
|---|---|---|---|---|---|---|---|---|
February 11, 2025 | x | x | x | x | ||||
August 25, 2025 | x | x | x | |||||
November 18, 2025 | x | x | x |
1) Stefan Ranstrand changed from the Remuneration and Nomination to the Audit Committee. No replacement was nominated for the Remuneration and Nomination Committee.
Information on the duties of the Remuneration and Nomination Committee is disclosed in the Remuneration Report 2025.
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 about 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 2025. The attendance was 100%. Each meeting took 3.9 hours on average, for a total of 7.8 hours in 2025.
Prof. Adrian Altenburger, Lead | Patrick Burkhalter, Member | Stefan Ranstrand, Member | ||||
|---|---|---|---|---|---|---|
July 11, 2025 | x | x | x | |||
November 25, 2025 | x | x | x |
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.
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, while the Executive Committee is responsible 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, cause and action analysis, and implementation of the defined actions. 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 Chair of the Board of Directors, the Audit Committee, the responsible member of the Executive Committee, and the external auditors.
Gender Representation
The proportion of female Board members currently stands at 25%, slightly below the target value of 30%. 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.
As of the Annual General Meeting 2026, the composition of our Board of Directors will change. The Board has decided to nominate Karina Rigby as a new member and will propose her for election at the ordinary Annual General Meeting on March 23, 2026. At the same time, Martin Zwyssig and Stefan Ranstrand have chosen not to stand for re-election. As a result of these changes, the Board will be reduced to seven members, and the proportion of female Board members will increase to 42.9%.