de
Corporate Governance

3.Board of Directors

All nine members of the Emmi Board of Directors (see table in section 3.1 Members of the Board of Directors) are non-executive members, who were not previously members of Emmi Group Management or the management team of one of the subsidiaries. The basis for nomination as a member of the Board of Directors is the fulfilment of a specific profile of requirements, which reflects the relevant expertise for Emmi’s strategic long-term development and seeks to achieve balance across the Board. Mandate agreements are in place with each member, governing all the necessary details.

Thomas Grüter is and Thomas Oehen-Bühlmann and Franz Steiger were members of the Board of the Central Switzerland Milk Producers Cooperative (ZMP), which supplies a large proportion of its milk to Emmi. ZMP, via its subsidiary ZMP Invest AG, Lucerne, holds a majority stake in Emmi.

Fritz Wyss (born 1944) has been Honorary Chairman of the Emmi Board of Directors since 2010. He was a Delegate of the Board of Directors from 1993 to 2003 and its Chairman from 2003 to 2009.

graphic
Members of the Emmi Board of Directors from right (as at the balance sheet date): Franz Steiger, Diana Strebel, Thomas Grüter, Monique Bourquin, Thomas Oehen-Bühlmann, Konrad Graber (Chairman of the Board of Directors), Alexandra Post Quillet, Christina Johansson, Dominik Bürgy, Christa Wey (Secretary of the Board of Directors)

3.1Members of the Board of Directors

 

Year of birth

Nationality

Education

First elected

Konrad Graber Chairman of the Board of Directors

1958

Swiss

Business Administration HWV Swiss Certified Public Accountant

2006 2009 Chairman

Thomas Oehen-Bühlmann Vice-Chairman of the Board of Directors

1958

Swiss

Swiss Certified Master Farmer

2009

Monique Bourquin  

1966

Swiss

Business Economist lic. oec. HSG

2013

Dominik Bürgy  

1966

Swiss

Lic.iur., Swiss Certified Tax Expert

2021

Thomas Grüter  

1964

Swiss

Swiss Certified Master Farmer

2021

Christina Johansson

1966

Swiss/Swedish

Business Economist, Master of Science in Business Administration & Economics

2018

Alexandra Post Quillet  

1967

Swiss/German

Business Economist lic. oec. HEC

2018

Franz Steiger  

1959

Swiss

Swiss Certified Master Farmer

2015

Diana Strebel

1960

Swiss

Dipl. oec. Business Economist Master of Science in Marketing GSBA and University of Wales

2012

3.2Professional background and other activities and interests

Konrad Graber

Member of the Board of Directors since 2006, Chairman since 2009

Professional background

2009 – 2020

BDO AG, Partner and Member of the Board of Directors

2005 – 2009

BDO AG, Head of Management Consultancy and IT service divisions, Member of the Swiss Executive Board

1999 – 2005

BDO AG, Head of Department for Public Administration and Non-profit Organisations, Partner

1983 – 1999

KPMG, Auditor for national and international companies, latterly Partner

 

 

Key mandates outside of Emmi

since 2020

Swiss Orienteering, Chairman

since 2020

HSLU Lucerne, Member of the University Council

2007 – 2019

Council of States, Member

2002 – 2017

CSS Versicherungen, Member of the Board of Directors

2000 – 2012

Verkehrsbetriebe Luzern AG, Chairman of the Board of Directors

1997 – 2001

Cantonal Parliament, canton of Berne, Auditor

1993 – 2004

SSBL (foundation for the severely disabled in Lucerne), President

1987 – 2007

Cantonal Parliament, canton of Lucerne, Member

Thomas Oehen-Bühlmann

Member of the Board of Directors since 2009, Vice-Chairman since 2012

Professional background

2013 – 2020

Member of the “Geissbuhl” generational community farm

1985 – 2013

Management of the “Geissbuhl” dairy and arable farm as an independent farmer

 

 

Other mandates

2011 – 2021

Board of Swiss Milk Producers (SMP), Berne, Member of the Board

2012 – 2021

Central Switzerland Milk Producers Cooperative (ZMP), Chairman

2009 – 2021

Central Switzerland Milk Producers Cooperative (ZMP), Member of the Board

2007 – 2012

Hohenrain, Municipal Councillor, Mayor since 2008

2000 – 2015

GALL Association for Waste Disposal, Member of the Board of Directors, Chairman since 2008

1996 – 2007

Municipality of Lieli, Spokesman

1995 – 2003

Supervisory Committee of the agricultural training centres in the canton of Lucerne, Chairman

1985 – 2003

Technical expert for proficiency exams and master farmer exams

Monique Bourquin

Member of the Board of Directors since 2013

Professional background

2012 – 2016

Unilever Germany, Austria and Switzerland (D-A-CH), Chief Financial Officer

2008 – 2012

Unilever Switzerland, Country Managing Director

2002 – 2008

Unilever Switzerland, Customer Development Director

1999 – 2002

Mövenpick Foods Switzerland, latterly Director Switzerland for the Food division

1997 – 1999

Rivella AG, National Account Manager

1994 – 1997

Knorr Nahrmittel AG, Product Manager

1990 – 1994

PriceWaterhouseCoopers, various roles

 

 

Other mandates

since 2021

W. Kündig & Cie AG, Member of the Board of Directors

since 2019

Swiss Board Institute, Member of the Advisory Council

since 2019

Weleda AG, Member of the Board of Directors

since 2018

Swisscontact, Member of the Foundation Board

since 2017

Swiss Federal Institute of Technology (ETH), Zurich, Lecturer in Change Management

since 2017

Promarca (Swiss branded goods association), President

since 2017

Kambly AG, Member of the Board of Directors

2017 – 2021

Straumann Group, Member of the Board of Directors

2012 – 2016

Unilever Germany pension fund, Chairwoman of the Board for the employer side

2009 – 2021

GfM (Swiss Marketing Association), Member of the Board of Directors

2008 – 2016

Unilever Switzerland pension fund, Chairwoman of the Foundation Board

Dominik Bürgy

Member of the Board of Directors since April 2021

Professional background

since 2019

Wenger & Vieli, Attorneys at Law, Partner

2009 – 2012

Ernst & Young, Managing Partner Tax & Legal Switzerland

2008 – 2016

Ernst & Young, Partner, Member of the Executive Board

2008 – 2014

Ernst & Young, Member Tax Leadership Team GSA (D-A-CH)

2008 – 2010

Ernst & Young, People Partner Tax GSA

2002 – 2019

Ernst & Young, Partner

1993 – 2002

Arthur Andersen, Tax and Legal Consulting, Partner since 2002

 

 

Other mandates

since 2020

Kuehne + Nagel International AG, Member of the Board of Directors

since 2020

Member of the Board of Directors of privately held companies

since 2016

allianz denkplatz schweiz, Chairman

2013 – 2018

Swiss Employers’ Association, Member of the Board

2012 – 2018

economiesuisse, Member of the Board

2011 – 2018

EXPERTsuisse, Chairman

Thomas Grüter

Member of the Board of Directors since April 2021

Professional background

since 1996

Sonnhaldenhof, St. Urban, tenant and employer

1990 – 1996

Uf-Stocken Estate, Kilchberg, Farm Manager Deputy Farm Manager

1985 – 1990

Employee  on various farms

 

 

Other mandates

since 2021

Central Switzerland Milk Producers Cooperative (ZMP), Chairman

since 2021

Swiss Milk Producers (SMP), Member of the Board

since 2021

Swiss Farmers’ Union, Member Chamber of Agriculture and Delegate

since 2015

Cantonal Councillor Lucerne, Member of the Commission for Spatial Planning, Environment and Energy

2000 – 2020

Municipality of Pfaffnau, Member of the Municipal Council, Chairman since 2004

Christina Johansson

Member of the Board of Directors since 2018

Professional background

since 2018

Bilfinger SE, Group CFO and since 2021 also CEO ad interim  

2016 – 2018

Bucher Industries Group, Group CFO

2014 – 2016

SR Technics Group, Group CFO and Deputy Group CEO

2007 – 2014

Pöyry Energy Business Group and Management Consulting Business Group Switzerland, CFO

2005 – 2007

Zeag Group, CFO and Deputy CEO

1996 – 2005

Amcor Rentsch & Closures Group Switzerland/Germany/Canada, Group CFO, previously Corporate Finance Controller

1993 – 1996

Securitas Group, Financial Controller and Treasury Manager for Germany and Austria

 

 

Other mandates

since 2021

About You AG, Member of the Supervisory Board and Chairwoman of the Audit Committee

Alexandra Post Quillet

Member of the Board of Directors since 2018

Professional background

since 2019

Acad Sarl, Académie des administrateurs, Partner and Co-owner

2004 – 2018

Crescendo Marketing, strategic brand and marketing consultancy, Managing Partner and Co-Founder

2000 – 2003

Unilever Poland, Managing Director Home and Personal Care

1998 – 1999

Unilever Poland, Marketing Manager Personal Care

1995 – 1998

Unilever Vietnam, Marketing Manager Home & Personal Care

1992 – 1995

Unilever Switzerland, National Sales Account Manager & Brand Manager

1990 – 1992

Nestle Switzerland, Controller Corporate Internal Audit

 

 

Other mandates

since 2020

Plateforme 10 (art district in Lausanne), Member of the Foundation Board

since 2019

Gluckskette, Member of the Foundation Council

since 2018

Tele Villars-Gryon-Diablerets, Member of the Board of Directors

since 2017

SwissBoardForum, Member of the Board

since 2016

Schenk SA, Vice-Chairwoman of the Board of Directors

since 2015

Hug AG, Member of the Board of Directors

since 2012

SBB AG, Member of the Board of Directors

Franz Steiger

Member of the Board of Directors since 2015

Professional background

since 1984

Management of a dairy and pig-breeding farm as an independent farmer and training instructor

 

 

Other mandates

since 2009

Emmentaler Milk Producers' Organisation, Member of the Board

since 2006

Swiss Farmers' Union, Delegate

since 1991

Schlierbach-Krumbach Dairy Cooperative, Treasurer

2008 – 2020

Schlierbach, Mayor

2006 – 2015

Central Switzerland Milk Producers Cooperative (ZMP), Vice President

2000

Central Switzerland Milk Producers Cooperative (ZMP), Member of the Board

Diana Strebel

Member of the Board of Directors since 2012

Professional background

since 2009

Strebel-Birt AG consultancy firm for brand management, marketing and communications, Managing Director and Co-founder

2005 – 2009

Interbrand Zintzmeyer & Lux AG, Managing Director

2005 – 2009

Interbrand Europa, Chief Operating Officer

1981 – 2003

Various advertising agencies, including as Deputy CEO at Publicis Group and CEO at Wunderman AG; Founder and Co-owner of Aebi, Strebel AG

 

 

Other mandates

since 2011

Globalance Bank AG, Vice President of the Board of Directors

since 2009

Ricola AG, Member of the Board of Directors

2006 – 2009

Interbrand Zintzmeyer & Lux AG, Member of the Board of Directors

2002 – 2005

Scholz & Friends AG, Member of the Board of Directors

2002 – 2004

Wundermann AG, Member of the Board of Directors

3.3Permitted number of activities

The members of the Board of Directors may hold a maximum of five mandates in listed legal entities and 15 mandates in non-listed legal entities. In practice, the limits permitted by the Articles of Association are far from fully exhausted.

3.4Election and term of office

The first election of members can be seen in the table in section 3.1 Members of the Board of Directors. The term of office of members of the Emmi Board of Directors is one year and accordingly lasts until the General Meeting 2022. Reelection is permitted, subject to an internal regulation passed by the Board of Directors on age limits and terms of office. The members of the Board of Directors and the Personnel and Compensation Committee are elected by the General Meeting, with the period between one Ordinary General Meeting and the end of the next deemed to be one year. The Chairman is elected by the General Meeting from among the members of the Board of Directors. Elections to the Board of Directors are generally carried out as individual elections. All votes and elections are carried out by open ballot unless a majority requests a secret ballot.

3.5Internal organisation

Allocation of duties within the Board of Directors

The table below illustrates the areas of responsibility within the Board of Directors.

 

Audit Committee

Market Committee

Personnel and Compensation Committee

Agricultural Council

Konrad Graber Chairman of the Board of Directors

(Chairman)

(Chairman)

Thomas Oehen-Bühlmann Vice-Chairman of the Board of Directors

 

Monique Bourquin Member

 

Dominik Bürgy Member

 

 

 

Thomas Grüter Member

 

 

Christina Johansson Member

(Chairwoman)

 

 

 

Alexandra Post Quillet Member

 

 

 

Franz Steiger Member

 

 

 

Diana Strebel Member

 

(Chairwoman)

 

 

The Board of Directors subjects its work and the work of the committees to a self-evaluation once a year. This involves assessing the company’s own performance, organisation, work processes, competencies and responsibilities in accordance with the organisational regulations, the composition and diversity of the Board of Directors, the renewal process and cooperation with Group Management. Based on this, the Board of Directors determines any measures that are needed. In 2020, an external assessment of the Board of Directors and its activities was carried out. The resulting inputs and recommendations were largely implemented.

Composition, duties and delimitation of responsibilities of the committees

The composition of the committees and the Agricultural Council (hereinafter the “committees”) is shown in the previous table.

The Audit Committee supports the Board of Directors in monitoring the management of the company, in particular from a financial perspective. As a body, it is entitled at any time to inspect all documents necessary for the performance of its duties and to request comprehensive information from all offices in the Group and the External Auditors. It comprises at least three members of the Board of Directors, one of whom is the Chairman of the Board of Directors. Its meetings are attended by the CEO, CFO, Head of Group Controlling, Head of Internal Audit and, on invitation, the external auditor in charge.

The Audit Committee deliberates on and approves:

The Audit Committee assesses the following, in particular, for the Board of Directors in an advisory or preparatory capacity:

The Market Committee supports the Board of Directors in monitoring the management of the company, in particular from a medium and long-term perspective. It offers recommendations on the basic organisation of the brand, product and market strategy as preparation for the corporate strategy. It comprises at least three members of the Board of Directors, one of whom is the Chairman of the Board of Directors. Its meetings are attended by the CEO, Chief Marketing Officer and, on invitation, other members of Group Management. The Market Committee has no approval power.

The Market Committee assesses or processes the following for the Board of Directors in an advisory or preparatory/follow-up capacity:

The Personnel and Compensation Committee supports the Board of Directors in monitoring the management of the company, in particular from a personnel perspective and regarding compensation issues. It comprises at least three members of the Board of Directors, one of whom is the Chairman of the Board of Directors. Its meetings are attended by the CEO and the Chief Human Resources Officer on invitation.

The Personnel and Compensation Committee deliberates on and approves:

The Personnel and Compensation Committee elects the members of Group Management, excluding the CEO, as well as members of the extended Group Management.

The Personnel and Compensation Committee assesses or processes the following, in particular, for the Board of Directors in an advisory or preparatory capacity:

The Agricultural Council, which consists of members of the Board of Directors and specialists, supports the Board of Directors in monitoring the management of the company, in particular with regard to milk procurement and agricultural issues. As such, it is not a committee of the Board of Directors, but rather acts as an advisory body. The Agricultural Council comprises at least four individuals, of whom at least three are members of the Board of Directors (the Chairman of the Board of Directors plus two further members). Internal and external experts inform the Agricultural Council about the latest developments and provide its members with advice where necessary. On Emmi’s side, the meetings are attended by the CEO, the Head of Division Switzerland, the Head of Business Unit Industry Switzerland and the person responsible for agricultural policy issues as internal experts. The external experts are the Managing Directors of the regional milk producer organisation ZMP, which has a stake in Emmi, and the national milk producer organisation SMP. Other members are the presidents of the national milk sector organisation BOM, the milk producer organisation Mittelland Milch and the milk producer organisation mooh. The Agricultural Council has no approval power.

The Agricultural Council assesses or processes the following, in particular, for the Board of Directors in an advisory or preparatory capacity:

Working methods of the Board of Directors, its committees and the Agricultural Council

As a rule, the Emmi Board of Directors, its committees and the Agricultural Council meet as often as business requirements dictate, but at least quarterly. The Personnel and Compensation Committee and the Agricultural Council generally meet twice a year. In the year under review, the Board of Directors held ten half-day meetings and one all-day meeting. The Audit Committee met five times for three hours each, and the Market Committee four times for three hours each. The Personnel and Compensation Committee met six times for two hours each. The meeting durations are averages. Attendance at all meetings of the Board of Directors and its three committees averaged 98%. The Agricultural Council met twice for two hours each.

Meetings held by the Board of Directors are also attended by the CEO, the CFO and, depending on the topic, other members of Group Management. Certain individual items on the agenda are handled exclusively by the members of the Board of Directors. The entire Group Management participates in the strategy meeting held by the Board of Directors. The inclusion of members of Group Management in meetings held by the committees is shown for the individual committees. With the exception of the Agricultural Council and Audit Committee, the Emmi Board of Directors holds its meetings without any external experts. The Chairman of the Board of Directors is a member of all committees for the purposes of coordinating the various committees of the Board of Directors and integrating the Board of Directors as a whole.

The chairpersons of the committees report to the Board of Directors at every Board meeting regarding their activities and results, and record details of their consultations and decisions in minutes that are distributed to all members of the Board of Directors. If any important issues arise, the Board of Directors is informed immediately following the meeting.

Overall responsibility for the duties assigned to the committees remains with the Emmi Board of Directors. The decisions of the Board of Directors are made with an absolute majority of the votes cast. In the event of a tied vote, the Chairman has the casting vote.

3.6Definition of responsibilities between the Board of Directors and Group Management

The Board of Directors is responsible for the overall management of the company and the Group, as well as for monitoring the management of the company in accordance with Art. 716a of the Swiss Code of Obligations. On this basis, it deliberates on and determines issues including:

All other areas of management are delegated in full by the Board of Directors to the Chairman, the CEO and Group Management. The Board of Directors can, at any time, on a case-by-case basis or on the basis of general powers reserved, intervene in the duties and areas of competence of the corporate bodies that report to it and take over business carried out by these bodies.

The CEO is the Chairman of Group Management. He leads, supervises and coordinates the members of Group Management and – for Group tasks – of the extended Group Management, and grants them the necessary authority to perform their functions. In particular, he is responsible for implementing strategic objectives, defining operational thrusts and priorities, and providing the necessary material and personnel resources for this purpose. He communicates regularly with the Chairman of the Board of Directors and the Board of Directors as a whole regarding business developments.

The members of Group Management consistently ensure the implementation of strategic Group management. They manage the subsidiaries from a financial point of view and influence their strategic orientation. Their areas of competence and responsibility are determined, in particular, by instructions from the CEO and the budget approved by the Board of Directors, as well as by the agreed business strategy.

The members of the Extended Executive Board selectively fulfil strategic projects assigned to them by the CEO as part of their activities as members of the Executive Board Switzerland or as long-standing former members of the Executive Board.

3.7Information and control instruments vis-a-vis Group Management

The Emmi Board of Directors is informed at every meeting by the Chairman, the chairpersons of the committees, the CEO, the CFO and – depending on the agenda item – by other members of Group Management about current business developments, the financial situation and key business events. Additional information is provided during committee meetings. In the case of significant acquisitions, the Market Committee or delegations from the Board of Directors visit the companies concerned to assess the situation first-hand. The Chairman of the Board of Directors meets with a local Executive Board twice a year on average.

In addition to the meetings, every member of the Board of Directors can, having first informed the Chairman of the Board of Directors accordingly, request information from the members of Group Management about business developments and, with the authorisation of the Chairman, about individual transactions. The Chairman is kept up to date by the CEO on a regular basis, at least once every two weeks, and receives the minutes of all Group Management meetings. He and the CEO ensure an appropriate flow of information between Group Management and the Board of Directors. Members of the Board of Directors are informed immediately of exceptional incidents by means of circular letter.

Additional information and control systems are:

Internal Audit works in accordance with standards defined in the Audit Manual and carries out audits in the entire Emmi Group. These audits involve assessing the risk potential in corporate governance, business processes and information systems of the company in terms of the reliability and integrity of accounting data and other fundamental information, the efficacy and efficiency of business processes, the securing of tangible and non-tangible business assets, and compliance with laws, ordinances and agreements. Internal Audit also works closely together with the external auditors and carries out special audits at the request of the Audit Committee. It evaluates the effectiveness of the internal and external control systems, as well as the risk management of the Emmi Group. Compliance is also supported and jointly monitored by the Legal department.