3Board of Directors
3.1/3.2Members of the Board of Directors/Other activities and vested interests
The Board of Directors of HUBER+SUHNER AG must consist of at least five members. All members of the Board of Directors are non-executive. They do not participate in the executive management of the Group. They also do not have any significant business relationships with HUBER+SUHNER AG or other Group companies. No member of the Board of Directors has served as a member of HUBER+SUHNER Executive Group Management or one of its Group companies in the three financial years preceding the period under review.
At the Annual General Meeting on 29 March 2023 the six acting members of the Board of Directors were re-elected. Marina Bill and Kerstin Günther were elected as new members of the Board of Directors.
On 31 December 2023, the Board of Directors comprised the following eight members:
Member of the Board of Directors since 20141962, Swiss citizen
Education
Dipl. Ing. ETH (Swiss Federal Institute of Technology) Zurich
Senior Executive Program IMD, Lausanne
Professional background
HUBER+SUHNER Group
- 2002-2017 Chief Executive Officer
- 2001-2002 COO Polymer Systems Sector, since 2001 Member of Executive Group Management
- 1997-2000 Division Head materials technology and member of the Management Board
- 1994-1997 Managing Director, Henry Berchtold AG (CH)
Previous employments
- 1987-1993 Project Manager, Production Manager and Head of Sales, Zellweger Uster AG, Uster (CH) and USA
Other activities and vested interests
- Vice-Chairman of the Board of Directors of SFS Group AG, Heerbrugg (CH)
- Member of the Board of Directors of Bucher Industries AG, Niederweningen (CH)
- Member of the Board of Directors of Vetropack Holding AG, Bülach (CH) (until 25 April 2024)
- Member of the Board of Directors of Müller Martini Holding AG, Hergiswil (CH)
Member of the Board of Directors since 20091957, Swiss citizen
Education
Dr. sc. techn., dipl. Ing. ETH (Swiss Federal Institute of Technology) Zurich
MBA INSEAD, Fontainebleau
Professional background
- Since 2015 Chairman of the Board of Directors, Komax Group, Dierikon (CH)
- 2007-2015 CEO, Komax Group, Dierikon (CH)
- 2006-2007 COO, Komax Group, Dierikon (CH)
- 2004-2006 Member of the divisional management board for packaging technology, Robert Bosch GmbH, Neuhausen am Rheinfall (CH)
- 1998-2004 Member of Executive Group Management, SIG Schweizerische Industrie-Gesellschaft Holding AG, Neuhausen am Rheinfall (CH)
- 1987-1997 Various management positions, Elektrowatt Group, Stäfa and Zug (CH)
Other activities and vested interests
- Member of the Board of Directors of CabTec Holding AG, Rotkreuz (CH)
Education
Master of Science in Industrial Engineering and Management, Royal Institute of Technology Stockholm
Commercial Law Basics, Stockholm University, Stockholm
Professional background
- Since 2018 Group Vice President, Global head of Marketing & Sales, ABB Robotics Division, Zurich (CH), in addition since July 2023, Global Head of Product Line Software and Digital
- 2016-2018 Group Vice President, Global Sales & Marketing, ABB Grid Automation, Zurich (CH)
- 2013-2015 Group Vice President, Global Product Group Manager, ABB Power Generation Automation Products, Zurich (CH)
- 1997-2012 Various product- and sales manager positions ABB (PH, SE, UK, DE, CH)
Other activities and vested interests
- Member of the Board of Directors of Piab AB, Danderyd (SE)
- President of IFR (International Federation of Robotics), Frankfurt am Main (D)
Education
Dipl. math. University of Zurich. Dr. oec. University of St. Gallen
Professional background
- Since 2021 self-employed economist
- 2004-2021 Full Professor of Economics and Public Policy and Director of the Swiss Institute for Empirical Economic Research (SEW) at the University of St. Gallen (CH)
- 1999-2004 Professor at the University of Lausanne (CH)
- 1997-2001 Assistant Professor at the University of Tilburg (NL)
Other activities and vested interests
- Vice-Chair of the Board of Directors of AC Immune SA, Lausanne (CH)
- Member of the Board of Directors of Schindler Holding Ltd., Hergiswil (CH)
- Member of the Board of Directors of Swiss Life Holding, Zurich (CH)
- Vice President of the Foundation Board, Gebert Rüf Stiftung, Zurich (CH)
Education
Master of Science in Electronics, Technical University, Wroclaw
Master of Business Administration with specialisation in International Management, University of Cleveland
Professional background
- 2019-31 March 2023 Chief Financial and Technology Officer, Helmholtz Zentrum München, München (DE)
- 2015-2017 Managing Director, Deutsche Telekom Pan-Net S.R.O., Bratislava (SK)
- 2012-2016 Senior Vice President Technology Europe (CTIO), Deutsche Telekom AG, Bonn (DE)
- 2010-2012 Senior Vice President Network and Investment Planning, Deutsche Telekom Technik GmbH, Bonn (DE)
- 2003-2009 Various managerial positions, Deutsche Telekom AG, Bonn (DE)
- 1991-2002 Various positions in the telecommunication industry in Slovakia, Hungary and Germany
Other activities and vested interests
None
Education
Dipl. Ing. ETH (Swiss Federal Institute of Technology) Zurich
Professional background
- Since 2014 CEO, AlpRail GmbH, Gais (CH)
- 2019-2021 Managing Director, BBR rail automation Swiss AG, Lucerne (CH)
- 2018-2019 Head of Railway Signaling, Kummler+Matter AG, Zurich (CH)
- 2015-2017 Managing Director, Kummler+Matter AG, Zurich (CH)
- 2013-2015 Head of Sales, Ruf Telematik AG, Schlieren (CH)
- 2011-2013 Vice President Sales, duagon AG, Dietikon (CH)
- 1999-2010 Various product development and sales functions, Siemens Switzerland, Rail Automation, Wallisellen (CH)
- 1988-1998 Product development and product management posts, ABB Transportation/Adtranz, Zurich (CH)
Other activities and vested interests
None
Education
Dr. iur. University of Zurich
Admitted to the Zurich bar
MBA from the University of St. Gallen
International Directors Programme at INSEAD, Fontainebleau
Professional background
- Since 2012 Investment Director and member of the Executive Committee, EGS Beteiligungen AG*, Zürich (CH)
- 2010-2011 CEO/COO, aizo group AG, Zurich (CH)/Wetzlar (DE)
- 1999-2009 Industry experience in various legal and commercial management positions, Bühler AG, Uzwil (CH)
Other activities and vested interests
- Chairman of the Board of Directors of Kantonsspital Winterthur, Winterthur (CH)
- Chairman of the Board of Directors of FAES AG, Wollerau (CH)
- Member of the Board of Directors of Roth Gerüste AG, Gerlafingen (CH) (until 12 April 2023 Chairman of the Board of Directors)
- Member of the Board of Directors of Sensirion AG, Stäfa (CH)
- Member of the Board of Directors of DV Bern AG, Bern (CH)
*Significant shareholder at HUBER+SUHNER AG
Education
Lic. iur. University of Zurich
Admitted to the Aargau bar
MBA from the University of Chicago
Post-graduate degree from University of St. Gallen in European Economic Law
Advanced Management Program at University of Oxford
Professional background
- Since 2010 Partner at Schärer Attorneys at Law, Aarau (CH)
- 2001-2009 Global Head Legal M&A and Antitrust, member of the Group Legal Executive Committee, Novartis International AG, Basel (CH)
- 1999-2001 Group Vice President M&A, ABB Asea Brown Boveri AG (CH)
- 1995-1998 Senior Legal Counsel, ABB Schweiz AG (CH)
- 1991-1995 Senior Legal Counsel and Head Legal Services, Danzas Management, Basel (CH)
Other activities and vested interests
- Vice-Chairman of the Board of Directors of Zehnder Group AG, Gränichen (CH)
- Vice-Chairman of the Board of Directors of AEW Energie AG, Aarau (CH)
- Member of the Board of Directors of SFS Group AG, Heerbrugg (CH)
- Member of the Board of Directors of Kraftwerk Augst AG, Augst (CH)
- Member of the Board of Directors of Immobilien AEW AG, Aarau (CH)
- Member of the Board of Directors of Apotheke im Stadtspital Zurich AG, Zurich (CH)
- Member of the Board of Directors of Aare-Apotheke Rombach AG, Rombach (CH)
- Member of the Executive Board of swissVR, Rotkreuz (CH)
Honorary chairmen
Marc C. Cappis, 1935
David W. Syz, 1944
3.3Number of permitted activities
As per Article 30 of the Articles of Association, a Member of the Board of Directors may hold up to 5 mandates in comparable positions at other listed companies. In addition, a Member of the Board of Directors may hold up to 10 mandates in comparable positions with non-listed companies with an economic purpose. The acceptance of outside mandates shall not interfere with the member's performance of his duties to the company.
3.4Elections and terms of office
In line with the legal provisions, all Members of the Board of Directors, the Chairman and the Members of the Nomination and Compensation Committee are elected annually and individually. The Articles of Association do not allow for any deviation from these election rules. The term of office of a Member of the Board runs until the end of the next Annual General Meeting. Re-election is possible. For the first election per member please refer to 3.1/3.2. Members of the Board cannot run for re-election at the Annual General Meeting in the year in which they turn 70 years of age.
3.5Internal organisational structure
The Board of Directors exercises overall management, supervision and control over the running of the Group. Except for the election of the Chairman and the Members of the Nomination and Compensation Committee by the Annual General Meeting, the Board of Directors constitutes itself. The Board of Directors may appoint the Deputy Chairman from among its members. It may also appoint a Secretary from outside the ranks of the Board.
Working practices of the Board of Directors
The Board of Directors meets as often as business requires, but at least five times a year. The Chairman, or if he is unable to attend, the Deputy Chairman, chairs Board meetings. The Chairman convenes Board meetings and sets their agendas. He also ensures that members receive the agenda at least 10 days in advance of the meeting, and decision material generally one week beforehand. In addition to the CEO, the CFO also attends Board meetings as a representative of Executive Group Management. Depending on the business at hand, other members of Executive Group Management may take part. The Board of Directors may use electronic means for the meetings.
Decisions are taken by the Board as a whole. The Board shall constitute a quorum when the majority of its members are present. A Member of the Board of Directors is also deemed present when attending via telephone or via video conference or by other electronic means. A majority quorum is not necessary for determining a capital increase, capital reduction or change of the currencies of the share capital and the related amendments to the Articles of Association. All decisions require a voting majority. In a tie, the Chairman shall have the casting vote. Voting by proxy is not allowed. All resolutions and agreements are minuted and approved by the Board.
Five regular Board meetings with an average duration of 6 hours, one additional telephone conferences with a duration of an hour, as well as one “strategy work-shop” lasting two and a half days, which was also attended by the entire Executive Group Management, were held during the year under review. The meetings took place at regular intervals during the financial year with a 100 % participation rate.
The Chairman of the Board regularly meets with the CEO to discuss current financial performance and business activities and makes decisions regarding the disclosure of ad hoc announcements. In addition, he is responsible for monitoring the implementation and compliance with resolutions taken by the Annual General Meeting and the Board of Directors and keeps the other members of the Board updated in a regular and timely manner. In addition to his core responsibilities, the Chairman performs additional duties for the HUBER+SUHNER Group, including liaising with key stakeholders and participating as a member of the Foundation Committee or other organisations.
Committees – composition and working practices
The areas of responsibility and authority of the Nomination and Compensation Committee and the Audit Committee are defined in the appendix to the HUBER+SUHNER Bylaws. These committees support the Board in its supervisory and control capacities and function mainly as advisory, assessment and preparatory bodies. The members of the committees are as follows:
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Nomination and Compensation Committee |
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Audit Committee |
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Monika Bütler |
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Chairwoman |
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Marina Bill |
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Member* |
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Beat Kälin |
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Member |
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Jörg Walther |
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Chairman |
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Kerstin Günther |
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Member* |
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Franz Studer |
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Member |
* as of 29 March 2023
The committees meet as often as business requires, but at least twice a year. Minutes are taken at each meeting and sent to all meeting participants and to all Members of the Board of Directors. At the subsequent Board meeting, the Committee Chair briefs the Board and puts any motions to it.
The Nomination and Compensation Committee (NCC)
The committee consists of at least two non-executive Members of the Board elected annually by the Annual General Meeting, one of which will be designated as Chair by the Board of Directors.
The committee prepares all the relevant decisions relating to nominating and compensating members of the Board of Directors and Executive Group Management and the Group’s compensation policy. The Chairman of the Board attends the meetings. The CEO attends the meetings, except if his own performance is under review or his own compensation is under discussion. Where necessary, the CHRO (Chief Human Resources Officer) is also present. The committee held two meetings with an average duration of 2 hours and a 100 % participation rate during the year under review.
The main duties of the Nomination and Compensation Committee are:
- to manage the selection process and to put forward proposals concerning new Board members and the CEO
- to examine the selection process of the other members of the Executive Group Management as well as to examine the main conditions of their employment contracts
- to prepare the compensation report
- to prepare the proposals for the compensation voting to the Shareholders Meeting according to Art. 23 of the Articles of Association to the attention of the Board of Directors
- to examine and propose the individual compensations of the CEO and of the other members of the Executive Group Management in the frame of the maximum aggregate compensations approved by the Shareholders Meeting
- to approve the annual salary adjustment within the Group proposed by the CEO
- to inform the Board of Directors regarding all NCC-relevant events which are not directly within the responsibility of the Board of Directors
- to perform further tasks assigned to the Committee by the Board of Directors.
Audit Committee (AC)
The committee consists of at least two members. The Board of Directors appoints the members and designates the Chair annually. It supports the Board with financial management, supervision of accounting, financial reporting, internal auditing and cooperation with the external auditor. It decides on urgent technical matters. Areas of authority and responsibility assigned to the Board of Directors by law and by the Bylaws remain wholly within the Board.
The Chairman of the Board, the CEO, the CFO, the Head of Corporate Controlling and the external auditor attend committee meetings. For sustainabily topics and non-financial reporting the Head Global Sustainability is present. Where necessary, the committee addresses certain agenda items with the external auditor alone. The committee held two meetings with an average duration of 4 hours and a 100 % participation rate during the year under review.
The Audit Committee has the following main tasks:
- reviewing accounting functions (applicable accounting procedures, valuation policies, internal and external financial reporting, liquidity and financing management, assessment of evaluation and financing principles) in terms of suitability, reliability and effectiveness and, if necessary, submission of amendments to the attention of the Board of Directors
- checking of the Annual and the Half-year reports and of the other financial information to be published
- monitoring the evaluation of corporate risks and reviewing the risk management practices
- verifying the controlling system
- supervising business activities with regard to compliance with resolutions of the Board of Directors, internal regulations and guidelines, principles of corporate policy and instructions as well as with regard to the relevant statutory provisions, especially in terms of stock market legislation (compliance)
- reviewing performance, independence and remuneration of the statutory external auditor as well as giving recommendations for elections to the Board of Directors and/or the Shareholders Meeting
- handling of audit reports; consultation regarding all significant findings and recommendations of the external statutory auditor together with the Chief Executive Officer and the Chief Financial Officer as well as with the external auditors
- monitoring of the implementation of recommendations of the external auditors
- determining the internal audit plan
- handling of audit reports; consultation regarding all significant findings and recommendations of the internal audit together with the Chief Executive Officer and the Chief Financial Officer as well as with the internal audit
- informing the Board of Directors regarding all AC-related events which are not directly within the responsibility of the Board of Directors
- reviewing of the non-financial reporting including the sustainability report
- executing further tasks assigned to the Committee by the Board of Directors.
3.6Definition of areas of responsibility
The areas of authority and responsibility of the various bodies are set out in the Bylaws (available under Corporate Governance).
The Board of Directors issues guidelines for business policy and makes decisions about all matters that are not reserved for, or assigned to, the Annual General Meeting or another company body by law, by the Articles of Association or the Bylaws. In particular, the Board of Directors approves the business strategy and organisation proposed by Executive Group Management, as well as budgets, medium-term plans, acquisitions and other businesses which, by their nature or financial impact, is considered strategically significant. Written requests are prepared for all projects that require a decision by the Board. The Board of Directors delegates the Group’s operational management to the Chief Executive Officer (CEO). The Bylaws are periodically reviewed and adapted by the Board, most recently on 29 March 2023.
3.7Information and control instruments vis-à-vis the Executive Group Management
Management information system (MIS)
The Board’s main information and control instrument is a management information system based on financial accounting according to Swiss GAAP FER.
On a monthly basis, the Board of Directors receives a written commentary from the CEO on business activities and financial performance including key financial figures from the Group and the three market segments. The minutes of monthly Executive Group Management meetings are also submitted to the Chairman of the Board of Directors.
Additionally, on a quarterly basis, the Board of Directors receives a comprehensive Group financial status (income statement, balance sheet, cash flow statement, capital expenditure) and key financial figures per legal entity and the three market segments.
The attendance of Executive Group Management members (especially the CEO and CFO) at the Board of Directors’ meetings and its committees is reported in Section 3.5 (Internal organisational structure). During Board meetings, the CEO provides information about the current state of business and major business transactions; the CFO explains the annual and half-year financial statements. Each Member of the Board may also ask for information about all matters pertaining to the HUBER+SUHNER Group.
The Board of Directors is also closely involved in the company’s planning cycle. In the third quarter of each year, it receives, for its approval, the results of the strategic mid-term plan, which covers a period of 5 years. In the fourth quarter, the Board approves a detailed budget for the coming year. It also receives a forecast of the annual results twice a year.
Internal audit
Internal auditing at HUBER+SUHNER is within the responsibility of Corporate Controlling. The Head is subordinate to the CFO, but reports directly to the Audit Committee regarding these activities. This solution, tailored to the specific situation and size of HUBER+SUHNER, is cost effective and ensures that internal audit findings are available in their entirety to the Controlling team. Based on financial risk considerations, an annual plan of the companies to be audited is drawn up and submitted to the Audit Committee for approval. The main priorities of the audit are compliance with internal policies, processes, reviews and the implementation of the internal control system. The internal auditors discuss the results of each audit in detail with the companies concerned, and concrete measures are agreed upon. Internal audit reports are submitted, together with suggested recommendations, to the Audit Committee, the Chairman of the Board, the CEO, the CFO, the respective COO, the management of the audited company as well as the external Group auditor. Audit reports with significant findings are presented and discussed in the Audit Committee. The Audit Committee ensures, on an annual basis, that issues and recommendations are dealt with.
The external auditor annually assesses the internal control system (ICS) in a comprehensive report to the Audit Committee and the Board of Directors and confirms its existence.
Risk management system
Risk management of the HUBER+SUHNER Group and all Group companies is laid down in the Board of Directors’ risk policy and in the Executive Group Management’s guidelines on the risk management process. In the reporting year, the Executive Group Management reviewed the progress and effectiveness of the measures taken and has selected and reassessed the most significant financial, operational and strategic risks at Group level. This was based on its own top-down assessment and on bottom-up data from market segments and corporate functions. The risks were categorised according to their probability of occurrence and potential financial impact. In addition, mitigating measures as well as operational responsibilities were defined for each top risk. The evaluated risks as well as the ongoing and planned compliance measures were presented in the 2023 Risk Report to the Board of Directors for review and approval. After its review, the Board approved the report on 6 December 2023.
Whistleblowing platform
HUBER+SUHNER is committed to conduct business responsibly. Therefore, HUBER+SUHNER Group operates its whistleblowing platform, provided by a third party provider, to promote a speak-up culture and to combat any non-compliant or non-ethical behaviour that might violate the HUBER+SUHNER Code of Responsible Business Conduct or the HUBER+SUHNER Supplier Code of Conduct or any underlying business or ethics principles. The platform is accessible for all HUBER+SUHNER employees (internal channel via the intranet or posters with a QR code) and for all other stakeholders (external channel via the HUBER+SUHNER website), ensuring anonymity if desired. Submitted complaints are handled by the Whistleblowing Steering Committee and a anonymized monthly summary is provided to the CEO and CFO.