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. Urs Riedener, elected as a new member and Chairman of the Board of Directors at the Annual General Meeting on 13 April 2023, was CEO of the Emmi Group from 2008 until the end of the 2022 financial year. The other members of the Board of Directors have not previously been members of Group Management or the management of Emmi or one of its subsidiaries. The basis for nomination as a member of the Board of Directors is the fulfilment of a specific requirement profile, 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. Konrad Graber and Alexandra Post Quillet decided not to stand for re-election to the Board of Directors at the Annual General Meeting on 13 April 2023. In addition to Urs Riedener, Nadja Lang was elected to the Board of Directors for the first time.

Thomas Grüter, Hubert Muff and Werner Weiss are members of the Board of the Central Switzerland Milk Producers Cooperative (ZMP), which supplies a large proportion of its milk to the Emmi Group. 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 graphic
Members of the Emmi Board of Directors from left (as at the balance sheet date): Hubert Muff, Nadja Lang, Christina Johansson, Dominik Bürgy, Monique Bourquin, Urs Riedener (Chairman of the Board of Directors), Werner Weiss, Thomas Grüter, Diana Strebel, Christa Wey (Secretary of the Board of Directors)

3.1Members of the Board of Directors

 

Year of birth

Nationality

Education

First elected

Urs Riedener Chairman of the Board of Directors

1965

Swiss

Business Economist lic. oec. HSG MBA Stanford Executive Program

2023 Chairman

Thomas Grüter Vice-Chairman of the Board of Directors

1964

Swiss

Swiss Certified Master Farmer

2021

Monique Bourquin  

1966

Swiss

Business Economist lic. oec. HSG

2013

Dominik Bürgy  

1966

Swiss

Lic.iur., Swiss Certified Tax Expert

2021

Christina Johansson  

1966

Swiss/Swedish

Business Economist, Master of Science in Business Administration & Economics

2018

Nadja Lang  

1973

Swiss

Certified Business Economist, ZHAW School of Management and Law

2023

Hubert Muff  

1984

Swiss

Certified Agrotechnician

2022

Diana Strebel  

1960

Swiss

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

2012

Werner Weiss  

1969

Swiss

Certified Farmer

2022

3.2Professional background and other activities and interests

Urs Riedener

Member and Chairman of the Board of Directors since April 2023

Professional background

Emmi Gruppe, Chief Executive Officer

Migros Cooperative (MGB), Head of Marketing and Member of the Executive Board since 2002

Lindt & Sprüngli Group, both in Switzerland and abroad, various management positions, latterly National Sales Manager and Member of the Board of Management for Switzerland

Kraft Jacobs Suchard Group, various positions, latterly Group Brand Manager

Other activities and vested interests

Sandoz AG, Member of the Board of Directors, Chair HC and ESG Committee

Schwarz Unternehmenstreuhand KG, Member of the Advisory Board

Bystronic AG, Member of the Board of Directors, Chairman of the Personnel Committee

Institute of Marketing at the University of St. Gallen, Member of the Committee

Key competencies

Urs Riedener heads the Board of Directors and possesses extensive international business and management experience. He brings to the Board particular experience and expertise in transformation and internationalisation, marketing activities, supply chain and technology.

Thomas Grüter

Member of the Board of Directors since 2021, Vice-Chairman since 2022

Professional background

Sonnhaldenhof, St. Urban, Tenant Farmer and Employer

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

Employee on various farms

Other activities and vested interests

Central Switzerland Milk Producers Cooperative (ZMP), Chairman

Swiss Milk Producers (SMP), Member of the Board

Swiss Farmers’ Union, Member Chamber of Agriculture and Delegate

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

Key competencies

Thomas Grüter brings to the Board extensive management experience in a variety of organisations and a background in the agriculture and dairy industry, the Swiss domestic market and politics.

Monique Bourquin

Member of the Board of Directors since 2013

Professional background

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

Unilever Switzerland, latterly Country Manager

Mövenpick Foods Switzerland, latterly Country Manager

Rivella AG, National Account Manager Sales

Knorr Nahrmittel AG, Product Manager Marketing

PriceWaterhouseCoopers, Consulting & Corporate Finance

Other activities and vested interests

Swisscom AG, Member of the Board of Directors, Head of the Compensation Committee

Lindt & Sprüngli AG, Member of the Board of Directors, Head of the Compensation and Nomination Committee

Rivella AG, Member of the Board of Directors

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

Swiss Board Institute, Member of the Advisory Council

Swisscontact, Member of the Foundation Board

Promarca (Swiss branded goods association), President

Kambly AG, Member of the Board of Directors

Weleda AG, Member of the Board of Directors

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

Key competencies

Monique Bourquin possesses extensive international business and management experience in consumer goods companies. In particular, she brings to the Board her expertise and experience in strategy and transformation, marketing/sales, finance, people and culture.

Dominik Bürgy

Member of the Board of Directors since 2021

Professional background

Wenger & Vieli, Attorneys at Law, Partner

Ernst & Young, Managing Partner Tax & Legal Switzerland

Ernst & Young, Partner, Member of the Executive Board

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

Ernst & Young, People Partner Tax GSA

Ernst & Young, Partner

Arthur Andersen, Tax and Legal Consulting, Partner since 2002

Other activities and vested interests

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

Member of the Board of Directors of privately held companies

Key competencies

Dominik Bürgy brings to the Board his legal expertise, management experience and experience in M&A transactions, governance, supply chain and finance/audit.

Christina Johansson

Member of the Board of Directors since 2018

Professional background

Dormakaba, CFO

Bilfinger SE, Group CFO and also CEO ad interim 2021-2022

Bucher Industries Gruppe, Group CFO

SR Technics Group, Group CFO and Deputy Group CEO

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

Zeag Group, CFO and Deputy CEO

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

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

Other activities and vested interests

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

Key competencies

Christina Johansson possesses extensive international business and management experience in technology-orientated companies. In particular, she brings her expertise in the areas of strategy, finance/audit, M&A transactions and governance to the Board of Directors.

Nadja Lang

Member of the Board of Directors since April 2023

Professional background

Genossenschaft ZFV-Unternehmungen, CEO and Delegate of the Board of Directors

Genossenschaft ZFV-Unternehmungen , Chairwoman of the Board of Directors, also CEO 2021-2022

Genossenschaft ZFV-Unternehmungen, Member of the Board of Directors

Fairtrade Max Havelaar, CEO Schweiz

Fairtrade Max Havelaar, Marketing/Commercial Director Switzerland, Global Account Management SteCo Fairtrade International

General Mills Europe Sarl, European Marketing Manager

The Coca-Cola Company, various functions in brand and innovation management

Other activities and vested interests

Pax, Swiss Life Insurance Company Ltd, Member of the Board of Directors, Chairwoman of the Nomination and Compensation Committee

Swiss Post AG, Member of the Board of Directors, Chairwoman of the People, Sustainability, Governance Committee

Key competencies

Nadja Lang possesses extensive international business and management experience in consumer goods and food service companies. She brings particular expertise to the Board in the areas of strategy and transformation, marketing/sales and ESG.

Hubert Muff

Member of the Board of Directors since 2022

Professional background

Farm in Windblosen Neuenkirch, Manager

Krieger AG Ruswil, Dispatcher

Farm in Windblosen Neuenkirch, Farmer

Baumann Sempach forestry team, Forestry Worker

Other activities and vested interests

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

Windblosen Neuenkirch dairy cooperative, President

Key competencies

Hubert Muff brings to the Board experience of the management of an agricultural business, of associations involved in the agriculture and dairy industry, of the Swiss domestic market, of politics and of implementing alternative energy projects.

Diana Strebel

Member of the Board of Directors since 2012

Professional background

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

Interbrand Zintzmeyer & Lux AG, Managing Director

Interbrand Europa, Chief Operating Officer

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

Other activities and vested interests

Globalance Bank AG, Vice President of the Board of Directors

Ricola AG, Member of the Board of Directors

Key competencies

Diana Strebel possesses extensive international business and management experience. In particular, she brings to the Board her expertise and experience in strategy and transformation, marketing, communications and international expansion.

Werner Weiss

Member of the Board of Directors since 2022

Professional background

Family farm in Feldheim Meierskappel, Farm Manager

Farm in Feldheim Meierskappel, Employee

Röllin AG milk transporters in Hirzel, Employee

Eberle Zimmerei Holzbau carpentry firm in Edlibach, Employee

Röllin AG engine overhaulers in Hirzel, Employee

Farm in Moos Hünenberg, Employee

Weitere Tätigkeiten und Interessenbindungen

ZMP Invest AG, Member of the Board of Directors

Genossenschaft Zentralschweizer Milchproduzenten ZMP, Member of the Board, Member of the Personnel Committee

Various roles in agricultural organisations in Switzerland and commissions of Meierskappel municipality and surroundings

Key competencies

Werner Weiss brings to the Board experience of the management of an organic agricultural business, of associations involved in the agriculture and dairy industry, of the Swiss domestic market, of politics and of implementing greening.

Allocation of competences within the Board of Directors

The composition of the Board of Directors ensures that the necessary skills and experience are represented in line with Emmi’s status as a listed company, its business portfolio, strategic focus, geographical reach, culture and values. The members of the Board of Directors individually identify their most important competencies, which are based on their educational background, professional experience and personal achievements.

The Board reviews the required areas of competence annually and also assesses individual competencies to ensure that the Board has an appropriate balance of skills, expertise, experience and diversity.

3.3Permitted number of activities

The members of the Board of Directors may hold a maximum of five mandates in listed legal entities and eight 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 2024. Re-election 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

3.5.1 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

Urs Riedener Chairman of the Board of Directors

(Chairman)

(Chairman)

Thomas Grüter Vice-Chairman of the Board of Directors

 

Monique Bourquin Member

 

Dominik Bürgy Member

 

 

 

Christina Johansson Member

(Chairwoman)

 

 

 

Nadja Lang Member

 

 

 

Hubert Muff Member

 

 

Diana Strebel Member

 

(Chairwoman)

 

 

Werner Weiss Member

 

 

 

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. An external assessment is conducted from time to time, most recently in 2020.

3.5.2 Composition, duties and delimitation of responsibilities of the committees

The composition of the committees and the Agricultural Council (hereinafter the “Council”) 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, with one of those members being 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 and 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 topics. 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 and removes the members of Group Management and the members of the extended Group Management, with the exception of the CEO.

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 Executive Vice President Switzerland and the Head of Industrial Business Switzerland 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 Managing Director of 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:

3.5.3 Working methods of the Board of Directors, its committees and the Advisory Board

As a rule, the Emmi Board of Directors, its committees and the Advisory Board 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 three times for two hours each. The meeting durations are averages. Attendance at all meetings of the Board of Directors and its three committees was 100% (see the following table). The Agricultural Council met twice for two hours each.

 

Board of Directors

Committee

Council

 

Board of Directors

Audit Committee

Personnel and Compensation Committe

Market Committee

Agricultural Council

Konrad Graber Chairman until 13.4.2023

3/10

1/5

1/3

1/4

1/2

Urs Riedener Chairman since 13.4.2023

7/10

4/5

2/3

3/4

1/2

Thomas Grüter Vice-Chairman

10/10

 

3/3

4/4

2/2

Monique Bourquin Member

10/10

 

3/3

4/4

2/2

Dominik Bürgy Member

10/10

5/5

 

 

 

Christina Johansson Member

10/10

5/5

 

 

 

Nadja Lang Member since 13.4.2023

7/10

 

 

3/4

 

Hubert Muff Member

10/10

5/5

 

 

2/2

Alexandra Post Quillet Member until 13.4.2023

3/10

 

 

1/4

 

Diana Strebel Member

10/10

 

 

4/4

 

Werner Weiss Member

10/10

 

 

 

2/2

 

 

 

 

 

 

Pirmin Furrer

 

 

 

 

2/2

Peter Hegglin

 

 

 

 

0/2

Stefan Hagenbuch

 

 

 

 

2/2

Sabrina Schlegel

 

 

 

 

2/2

René Schwager

 

 

 

 

1/2

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 and management. Certain individual items on the agenda are handled exclusively by the members of the Board of Directors. The entire extended 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 described for the individual committees in section 3.5 Internal organisation. 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. An external legal expert was consulted at a meeting of the Board of Directors in 2023. 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 that are not reserved for the Board of Directors by law or the organisational regulations (www.emmi.com > Media & Investors > Reports & Downloads > Corporate Governance > Organisational Regulations Emmi AG) are delegated in full by the Board of Directors to the Chairman, 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. She 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, she is responsible for implementing strategic objectives, defining operational thrusts and priorities, and providing the necessary material and personnel resources for this purpose. She 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 approved financial goals by the Board of Directors, as well as by the business strategy defined by the Board of Directors.

The members of the extended Group Management selectively fulfil strategic projects assigned to them by the CEO as part of their activities 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.