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. According to the Swiss Code of Best Practice for Corporate Governance, Urs Riedener, the Chairman of the Board of Directors (CEO of Emmi Group from 2008 to 2022) and members Thomas Grüter, Hubert Muff and Werner Weiss (who are members of the board of Genossenschaft Zentralschweizer Milchproduzenten ZMP, which is a major supplier to Emmi in Switzerland and holds the majority shareholding in Emmi through its subsidiary ZMP Invest AG, Lucerne) are not independent members. The remaining five members of the Board of Directors are independent, do not represent either stakeholders or under-represented social groups, and do not hold any other material business relationships with the Emmi Group apart from their directorship. Mandate agreements are in place with each member, governing all the necessary details.
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. The nomination process is generally supported by an external recruitment firm. The profile of requirements may for instance include the following skills: management experience in strategy and transformation, marketing/sales of consumer goods, finance/audit, M&A, international business activity at the C-suite level, people and culture, the agriculture and dairy industry, supply chain and technology, law/governance/ESG. In addition, the broadest possible diversity in terms of criteria such as expertise, gender and age is sought.
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.
|
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 (passed away 7.2.2025) |
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 |
Member and Chairman of the Board of Directors since 2023
Professional background
2008–2022Emmi Group, Chief Executive Officer
2000–2008Migros Cooperative (MGB), Head of Marketing and Member of the Executive Board since 2002
1995–2000Lindt & Sprüngli Group, both in Switzerland and abroad, various management positions, latterly National Sales Manager and Member of the Board of Management for Switzerland
1992–1995Kraft Jacobs Suchard Group, various positions, latterly Group Brand Manager
Other activities and interests
since 2024Tischlein deck dich, Member of the Board
since 2024Risurs GmbH, owner and Managing Director
since 2023Sandoz AG, Member of the Board of Directors, Chair HC & ESG Committee
since 2022Schwarz Unternehmenstreuhand KG, Member of the Advisory Board, since 2024 limited partner
since 2014Bystronic AG, Member of the Board of Directors, Chairman of the Personnel Committee
since 2007Institute 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, ESG, supply chain and technology/digitalisation.
Member of the Board of Directors since 2021, Vice-Chairman since 2022
Professional background
since 1996Sonnhaldenhof, St. Urban, Tenant Farmer and Employer
1990–1996Uf-Stocken Estate, Kilchberg, Farm Manager, Deputy Farm Manager
1985–1990Employee on various farms
Other activities and interests
since 2021Genossenschaft Zentralschweizer Milchproduzenten (ZMP), Chairman
since 2021ZMP Invest AG, Chairman
since 2021Swiss Milk Producers (SMP), Member of the Board
since 2021Swiss Farmers’ Union, Member Chamber of Agriculture and Delegate
since 2015Cantonal 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.
Member of the Board of Directors since 2013
Professional background
2012–2016Unilever Germany, Austria and Switzerland (D-A-CH), Chief Financial Officer
2002–2012Unilever Switzerland, latterly Country Manager
1999–2002Mövenpick Foods Switzerland, latterly Country Manager
1997–1999Rivella AG, National Account Manager Sales
1994–1997Knorr Nahrmittel AG, Product Manager Marketing
1990–1994PriceWaterhouseCoopers, Consulting & Corporate Finance
Other activities and interests
since 2023Swisscom AG, Member of the Board of Directors, Head of the Compensation Committee
since 2023Lindt & Sprüngli AG, Member of the Board of Directors, Head of the Compensation and Nomination Committee
since 2023Rivella AG, Member of the Board of Directors
since 2023Miroma AG, Member of the Board of Directors
since 2021W. Kündig & Cie AG, Member of the Board of Directors
since 2021Estarog AG, Managing Director
since 2021Euqinorm GmbH, owner and Managing Director
since 2019Swiss Board Institute, Member of the Advisory Council
since 2018Swisscontact, Member of the Foundation Board
since 2017Promarca (Swiss branded goods association), President
since 2017Kambly AG, Member of the Board of Directors
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.
Member of the Board of Directors since 2021
Professional background
since 2019Wenger & Vieli, Attorneys at Law, Partner
2009–2012Ernst & Young, Managing Partner Tax & Legal Switzerland
2008–2016Ernst & Young, Partner, Member of the Executive Board
2008–2014Ernst & Young, Member Tax Leadership Team GSA (D-A-CH)
2008–2010Ernst & Young, People Partner Tax GSA
2002–2019Ernst & Young, Partner
1993–2002Arthur Andersen, Tax and Legal Consulting, Partner from 2002
Other activities and interests
since 2024Forum Zürich, Chairman
since 2020Kuehne + Nagel International AG, Member of the Board of Directors
since 2020Member 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.
Member of the Board of Directors since 2018
Professional background
2022–2025Dormakaba, CFO
2018–2022Bilfinger SE, Group CFO and also interim CEO 2021–2022
2016–2018Bucher Industries Group, Group CFO
2014–2016SR Technics Group, Group CFO and Deputy Group CEO
2007–2014Pöyry Energy Business Group and Management Consulting Business Group Switzerland, CFO
2005–2007Zeag Group, CFO and Deputy CEO
1996–2005Amcor Rentsch & Closures Group Switzerland/Germany/Canada, Group CFO, previously Corporate Finance Controller
1993–1996Securitas Group, Financial Controller and Treasury Manager for Germany and Austria
Other activities and interests
2021–2025About You AG, Member of the Supervisory Board and Chairwoman of the Audit Committee
Key competencies
Christina Johansson possessed extensive international business and management experience in technology-orientated companies. In particular, she brought her expertise in the areas of strategy, finance/audit, M&A transactions and governance to the Board of Directors.
Member of the Board of Directors since 2023
Professional background
since 2022Genossenschaft ZFV-Unternehmungen, CEO and Delegate of the Board of Directors
2019–2022Genossenschaft ZFV-Unternehmungen, Chairwoman of the Board of Directors, also CEO 2021–2022
2017–2019Genossenschaft ZFV-Unternehmungen, Member of the Board of Directors
2012–2017Fairtrade Max Havelaar, CEO Switzerland
2005–2012Fairtrade Max Havelaar, Marketing/Commercial Director Switzerland, Global Account Management SteCo Fairtrade International
2003–2005General Mills Europe Sarl, European Marketing Manager
1999–2003The Coca-Cola Company, various functions in brand and innovation management
Other activities and interests
since 2023GfM Schweizerische Gesellschaft für Marketing, Member of the Board
since 2020Pax, Schweizerische Lebensversicherungs AG, Member of the Board of Directors, Chairwoman of the Personnel and Organisation Committee
since 2015ZHAW School of Management and Law, Member of the International Advisory Board
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, sustainable value chains, people and culture, and ESG.
Member of the Board of Directors since 2022
Professional background
since 2014Farm in Windblosen Neuenkirch, Manager
2010–2013Krieger AG Ruswil, Dispatcher
2006–2009Farm in Windblosen Neuenkirch, Farmer
2006–2007Baumann Sempach forestry team, Forestry Worker
Other activities and interests
since 2021Genossenschaft Zentralschweizer Milchproduzenten (ZMP), Member of the Board
since 2014Windblosen 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.
Member of the Board of Directors since 2012
Professional background
2009–2023Strebel-Birt AG consultancy firm for brand management, marketing and communications, Managing Director and Co-founder
2005–2009Interbrand Zintzmeyer & Lux AG, Managing Director
2005–2009Interbrand Europa, Chief Operating Officer
1981–2003Various 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 interests
since 2011Globalance Bank AG, Vice President of the Board of Directors
since 2009Ricola 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.
Member of the Board of Directors since 2022
Professional background
since 1992Family farm in Feldheim Meierskappel, Farm Manager
1991Farm in Feldheim Meierskappel, employee
1989–1991Röllin AG milk transporters in Hirzel
1990Eberle Zimmerei Holzbau carpentry firm in Edlibach
1988–1989Röllin AG engine overhaulers in Hirzel
1987Farm in Moos Hünenberg
Other activities and interests
2020–2024ZMP Invest AG, Member of the Board of Directors
2005–2024Genossenschaft 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.
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. Sustainable development topics are discussed regularly at meetings of committees and the full Board of Directors. Further training is encouraged and logged. Investment proposals are reviewed for all sustainability aspects.
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.
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 2025. 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.
The table below illustrates the areas of responsibility within the Board of Directors.
|
Audit Committee |
Market Committee |
Personnel and Compensation Committee |
Urs Riedener Chairman of the Board of Directors |
• |
• |
• (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 Executive 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. Another external evaluation is planned in the years ahead.
The composition of 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 Group Controlling, Head 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. At least once a year the Market Committee holds a meeting that focuses on the sustainability strategy and progress in implementation. 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 Executive 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 Executive Management and the members of the extended Group Executive Management, with the exception of the CEO. Sustainability topics and metrics are discussed regularly.
The Personnel and Compensation Committee assesses or processes the following, in particular, for the Board of Directors in an advisory or preparatory capacity:
As a rule, the Emmi Board of Directors and its committees meet as often as business requirements dictate, but at least quarterly. The Personnel and Compensation Committee generally meets 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 six 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 was 99% (see the following table).
The Organisational Regulations (in German) and relevant sections of the mandate agreements cover the handling of conflicts of interest and the associated obligations to disclose and abstain. The Code of Conduct also deals with conflicts of interest. No conflicts of interest were identified during the year under review apart from the relationship with the main shareholder, which has been disclosed.
|
Board of Directors |
Committee |
||
|
Board of Directors |
Audit Committee |
Personnel and Compensation Committe |
Market Committee |
Urs Riedener Chairman |
10/10 |
6/6 |
6/6 |
4/4 |
Thomas Grüter Vice-Chairman |
10/10 |
|
6/6 |
4/4 |
Monique Bourquin Member |
10/10 |
|
6/6 |
4/4 |
Dominik Bürgy Member Personnel and Compensation Committe since 11.4.2024 |
10/10 |
6/6 |
5/6 |
|
Christina Johansson Member |
9/10 |
5/6 |
|
|
Nadja Lang Member |
10/10 |
|
|
4/4 |
Hubert Muff Member |
10/10 |
6/6 |
|
|
Diana Strebel Member |
10/10 |
|
|
4/4 |
Werner Weiss Member |
10/10 |
|
|
|
Meetings held by the Board of Directors are also attended by the CEO, the CFO and, depending on the topic, other members of Group Executive Management and management. Certain individual items on the agenda are handled exclusively by the members of the Board of Directors. The entire Group Executive Management participates in the strategy meeting held by the Board of Directors, as does the Head Corporate Development. The inclusion of members of Group Executive Management in meetings held by the committees is described for the individual committees in section 3.5 Internal organisation. With the exception of the 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 2024. 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.
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 (in German) (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 Executive Management.
The Chairman and CEO also have regular discussions on how to engage with stakeholders and with which ones. The results of these discussions are supplemented by the experience of the Board of Directors and examined each year in a field analysis. When practical and meaningful, they feed in to the planning documents.
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.
The CEO is the Chairwoman of Group Executive Management. She leads, supervises and coordinates the members of Group Executive Management and – for Group tasks – of the extended Group Executive Management, and grants them the necessary authority to perform their functions. In particular, they are 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 Executive 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, which also includes non-financial strategies and targets.
The members of the extended Group Executive 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.
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 Executive Management about current business developments, the financial situation and key business events. Important functions report directly to the full Board of Directors once a year on strategically important issues; the Head Group Sustainability does so similarly on sustainability matters. 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 Executive 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 Executive Management meetings. He and the CEO ensure an appropriate flow of information between Group Executive Management and the Board of Directors. Extraordinary incidents such as financial deviations, reputational risks and misconduct are brought to the attention of the members of the Board of Directors immediately 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.