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The Board of Directors of SFS Group AG consists of a minimum of five and a maximum of nine members. At the end of the reporting year, it consisted of seven members (PY seven). The average age of the members of the Board of Directors was 54.7 years as at December 31, 2023 (PY 55.1 years). The members of the Board of Directors were on average in their 7th term of office (PY 7th term of office).
Over the last three years, the external members of the Board of Directors have not had any material business relationship with SFS Group with the exemption of the transactions mentioned below.
The SFS Group rendered services for information technology, finance, and human resources to some related parties and some of their companies based on internal group rates. In addition, and at arm’s length, some goods were exchanged and property was rented or leased.
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Swiss citizen, born 1969
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Swiss citizen, born 1962
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German citizen, born 1971
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Swiss citizen, born 1964
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Swiss citizen, born 1977
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Swiss citizen, born 1974
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Swiss citizen, born 1961
The profiles of the members of the Board of Directors give an overview of other current activities and vested interests. Beyond that, no member of the Board of Directors belongs to any important body, is permanent head of or consultant to important interest groups, has public functions or holds public office.
The members of the Board of Directors may have other functions in the executive management or supervisory bodies. The number of functions for third parties and legal units that are not controlled by SFS Group is limited to:
Mandates in companies that are under uniform control or the same beneficial ownership are deemed to be one mandate.
The terms of office of each member of the Board of Directors correspond to the legally permitted maximum term of one year. The members of the Board of Directors, the Chair and the members of the Nomination and Compensation Committee are elected by the Annual General Meeting. Every member is elected individually.
The term of office ends at the end of the next Annual General Meeting. Re-election is possible as long as the relevant member has not attained the age of 70.
If the office of the Chair of the Board of Directors is vacant, the Nomination and Compensation Committee is not complete or the company does not have an Independent Proxy, the Board of Directors shall appoint a substitute for the time period until the conclusion of the next Annual General Meeting who must be – with the exception of the Independent Proxy – a member of the Board of Directors.
The Board of Directors is responsible for the ultimate direction, supervision and control of the Group Executive Board.
In support of its directive and supervisory capacity, the Board of Directors has formed two standing committees, the Nomination and Compensation Committee and the Audit Committee.
A meeting of the Board of Directors is held whenever the business of the company requires but at least six times per annum. The meetings are usually spread at regular intervals over the first and second half-year. The Chair or in his absence the Vice Chair, or in the absence of both, another member of the Board of Directors, chairs the meeting. The Chair convenes Board meetings and sets meeting agendas. Additionally, the Chair ensures that the meeting agenda and supporting material are sent to Board members no later than ten days before the meeting date. The Chief Executive Officer, the Chief Financial Officer and the Group General Counsel and Company Secretary attend each BoD meeting. Other members of the Group Executive Board, as the case may be, attend partially BoD meetings for specific agenda items within their area of managerial responsibility with an advisory vote. The Board of Directors carries out an internal self-evaluation usually every two years.
In the reporting year, a total of eight (PY eight) ordinary and no (PY one) extraordinary Board meetings took place. Two meetings lasted less than two hours, six meetings lasted for a day, and one strategy conference was held over a period of three days. The meetings were held at regular intervals of one or two months during the reporting year. All members of the Board of Directors participated in all Board meetings (PY Bettina Stadler participated in all but one Board meeting, all others in all Board meetings).
The Chair of the Board of Directors maintains continuous contact with the members of the Board of Directors and keeps them updated in a regular and timely fashion. Decisions are made by the Board of Directors as a whole. A quorum of the Board of Directors is constituted when a majority of the members attend the meeting in person. In exceptional cases, the presence can take place by telephone or electronic media. The Board of Directors passes its resolutions with the majority of the votes cast. In the event of a tie, the Chair has the casting vote. Voting by proxy is not allowed. All resolutions and deliberations are recorded. The minutes are signed by the Chair and the Company Secretary and must be approved by the Board of Directors.
The Board of Directors elected Urs Kaufmann as Vice Chair until the end of the next Annual General Meeting. In his function, he takes the chair of the Board meetings if the Chair is indisposed. In particular, the Vice Chair precides Board meetings if the Chair is required to abstain from the deliberation and decision taking if the following items are on the agenda:
The committees’ areas of authority and responsibility are defined in Section 5 of the Organizational Regulations of SFS Group. These are available on the SFS Group website: Organizational Regulations
The committees support the Board of Directors in its supervisory and control capacities and act mainly as consulting, assessment and preparation bodies. The committees have final decision competence only in the topics explicitly mentioned below.
At the end of the reporting period, the committees were set up as follows:
|
Urs Kaufmann |
Chairman |
|
Nick Huber |
Member |
|
Thomas Oetterli (since April 2022) |
Member |
Jörg Walther | Chair |
Fabian Tschan | Member |
Manuela Suter | Member |
The committees meet as often as the business of the company requires. The Audit Committee typically meets in January, February and the fall. The Nomination and Compensation Committee usually meets in February and December. A record is kept of every meeting, and participants and the Board of Directors are provided with the minutes. The Chairs of the committees report on the committees’ activities at the next meeting of the Board of Directors and prepare formal requests to the Board of Directors.
The term of office of the committee members is one year and corresponds to their term of office as members of the Board of Directors.
The committee consists of a Chair and at least one additional member with a maximum of four members of the Board of Directors. The committee members are elected by the General Meeting on a yearly basis by request of the Board of Directors. The Nomination and Compensation Committee constitutes itself. The committee prepares all relevant decisions related to the nomination and compensation of the members of the Board of Directors and the Group Executive Board.
The Chief Executive Officer and the Chief Human Resources Officer attend the meetings of the committee unless their own nomination or compensation is being discussed. In the reporting period, the committee held four meetings (PY four), each lasting about three hours. In particular, the Nomination and Compensation Committee has the following duties:
The motions of the committee are proposed to the full Board of Directors as a whole. Further functions of the Nomination and Compensation Committee are defined in Section 5.3 of the Organizational Regulations.
The Audit Committee has a minimum of three members, elected by the Board of Directors. The Audit Committee constitutes itself and supports the Board of Directors in its ultimate supervisory function on the completeness of the financial statements, compliance with the legal requirements, the aptitude of the external auditor and the performance of the internal and external auditors. The Audit Committee assesses the appropriateness of the financial reporting, the non-financial reporting, the internal control system and the general control of business risks.
The Chief Financial Officer, the Chief Executive Officer, the Head of Corporate Accounting and Reporting, the Head of Internal Audit and the external auditor attend the meetings of the Audit Committee. If necessary, the Audit Committee discusses certain agenda items separately with the external auditor. In the reporting period, the committee held four meetings (PY five), each lasting about two hours.
In particular, the Audit Committee has the following duties and competences:
Further functions of the Audit Committee are defined in Section 5.2.2 of the Organizational Regulations.
The functions and responsibilities of the various bodies are set out in detail in Section 2 ff. of the Organizational Regulations. The Board of Directors is responsible for the ultimate direction, supervision and control of the Group Executive Board.
The Board of Directors deals with all matters that are not delegated to the General Meeting or another body of the company either by law, its Articles of Associations or the Organizational Regulations.
Pursuant to the Articles of Association and the Organizational Regulations, the Board of Directors has delegated corporate management responsibility to the Group Executive Board. The Organizational Regulations are reviewed and amended by the Board of Directors on a regular basis.
The Board of Directors approves in particular the business strategy and organization as proposed by the Group Executive Board, the budgets, medium-term plans, and any other business that by its nature or financial importance is considered strategically significant. For any projects that require a Board of Directors’ decision, the Group Executive Board submits written requests and appropriate documentation.
During the Board of Directors’ meeting, the Chief Executive Officer and the Chief Financial Officer give information on the current state of business, the most important business transactions of the segments, the divisions and the subsidiaries (management units), and the execution of functions delegated to the Group Executive Board.
The management information system of SFS Group works as follows: The balance sheet, income statement, cash flow statement and key figures of the management units are set up and consolidated on a quarterly, half-yearly and yearly basis, and compared with the previous year’s figures and budget. The budget is reviewed based on the quarterly financials in the form of a latest best estimate on the reachability of each unit and on a consolidated basis. The Board of Directors is provided with a monthly overview of the development of the group sales and a quarterly estimate of financial results for the whole reporting year.
The Board of Directors approves the budget of SFS Group, the segments and the divisions. Once a year, the Board of Directors is provided with the results of the current mid-term planning for the following three to five years. Usually, the Board of Directors deals with strategic questions about the group, the segments and the divisions in a one-and-a-half to two-day meeting.
The Chief Executive Officer, the Group Executive Board and the Chair of the Board of Directors are provided with condensed financial reporting about the business development on a monthly basis. Substantial discrepancies and developments are brought to the attention of the whole Board of Directors immediately in written form.
The internal audit is executed by the Corporate Controlling team and in cooperation with an external specialized partner. Although the Head of Internal Audit is subordinate to the Chief Financial Officer, they report directly to the Audit Committee in regard to these activities. The internal audit of SFS Group is aligned with the size of the group. Based on financial risk considerations approved by the Audit Committee, the group companies are audited every two to four years depending on the risk assessment. The written internal audit report is discussed with the management of the companies concerned, and the most significant measures are agreed. Material findings of the internal audit and the audit reports are presented to and discussed in the Audit Committee. In the reporting year, six internal audits took place (PY six).
The external auditor assesses the internal control system (ICS) annually in a comprehensive report to the Audit Committee and confirms its existence.
The Group Executive Board selects and assesses the substantial financial, operational and strategic risks annually together with the ICS managers. Based on its own assessment (top-down) and on information provided by the segments and divisions (bottom-up), risks are categorized depending on their probability of occurrence and their potential financial impact. For each listed risk, mitigation measures are defined. The risks assessed and the actions defined are submitted in the Risk Analysis of the SFS Group to the Board of Directors’ meeting in December for discussion and approval. In the reporting period, the following potential risks with possible countermeasures were discussed in particular (hereinafter listed without prioritization):