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. 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 the members Thomas Grüter, Hubert Muff and Christian Troxler (who are members of the board of Central Switzerland Milk Producers (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 competencies: 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.

3.1 Members of the Board of Directors

3.2 Professional background and other activities and interests

Urs Riedener

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 2025SIG Group, Member of the Board of Directors, the Audit and Risk Committee and the Remuneration Committee

since 2025Institute of Management and Strategy, University of St. Gallen, member of the Advisory Board

since 2024Tischlein deck dich, Member of the Board

since 2024Risurs GmbH, owner and Managing Director

since 2023Sandoz Group 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 chairs 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, market-oriented activities, ESG, supply chain and technology/digitalisation.

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Thomas Grüter

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 2021Central Switzerland Milk Producers (ZMP), Chairman

since 2021ZMP Invest AG, Chairman

since 2021Swiss Milk Producers (SMP), Member of the Board

since 2021Swiss Farmers’ Union, Member Chamber of the Agriculture Chamber and Delegate

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.

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Monique Bourquin

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 Personnel and Remuneration Committee

since 2023Lindt & Sprüngli AG, Member of the Board of Directors, Chairwoman 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 GmbH, 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.

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Dominik Bürgy

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 2020Kühne + Nagel International AG, Member of the Board of Directors, Chairman of the Audit Committee

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.

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Rebekka Iten

Member of the Board of Directors since April 2025

Professional background

since 2024Bayer Consumer Care AG, Executive Vice President, Head Region Europe, Middle East and Africa, member of the global leadership team

2013–2023Bayer Consumer Care AG, Global Brand Director, General Manager Switzerland, Head of Strategic Operations EMEA, Cluster Management and General Manager France

2005–2012Reckitt Benckiser, various management positions in Switzerland, the UK, Germany and the USA, latterly Global Shopper Marketing Director

1998–2005Mars Incorporated, various marketing roles

Other activities and interests

since 2023Board of the AESGP, the Association of the European Self-Care Industry

Key competencies

Rebekka Iten has extensive international business and management experience in consumer goods companies. In particular, she brings her expertise and experience to the Board in the areas of international strategy and transformation, sales and marketing, use of digital tools, supply chain management, innovation management and people and culture.

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Nadja Lang

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.

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Hubert Muff

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 2021Central Switzerland Milk Producers (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.

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Christian Troxler

Member of the Board of Directors since April 2025

Professional background

since 2016Family farm Oberdorf, Schlierbach, Manager

2015–2023Qualinova AG, Gunzwil, Employee

2012–2016Farm Oberdorf, Schlierbach, Farmer

2011–2012H. Estermann Bau AG, Schenkon, Employee

2009–2011Farm assistant assignments in agriculture

Other activities and interests

since 2024Schlierbach dairy cooperative, Chairman

since 2023Central Switzerland Milk Producers (ZMP), Member of the Board

since 2023ZMP Dairy Milk Lobbying Body, Chairman

since 2023Brand association Emmentaler Switzerland, Member of the Board

since 2023Dairy Commission of Swiss Milk Producers (SMP), Member

Key competencies

Christian Troxler brings to the Board experience in running an agricultural business, as a manager of regional and national bodies related to cheese production and marketing, and thus a strong connection to the agriculture and dairy industry, the Swiss domestic market and politics.

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Anette Weber

Member of the Board of Directors since April 2025

Professional background

2020–2025Bucherer Group, Group CFO, Member of the Executive Board

2017–2019Ascom Holding AG, Group CFO, Member of the Executive Board

1997–2017Novartis Group, global and local CFO roles, various management roles in Germany, Japan, Slovenia and Switzerland

Other activities and interests

since 2025Institute of Accounting, Controlling and Auditing University of St. Gallen, Member of the Advisory Board

since 2020Anewe Ventures GmbH, owner and Managing Director

2020–2025GN Store Nord S/A, Non-Executive Director, Chair of the Audit Committee and Member of the Nomination/Remuneration Committee, Denmark

2013–2025New Work SE (formerly XING SE), Member of the Supervisory Board, Chair of the Audit Committee, Germany

Key competencies

Anette Weber has broad international business and management experience in technology, consumer and health-oriented companies. She brings to the Board her expertise in the areas of strategy, digitalisation, finance and audit, retail, M&A transactions and governance.

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Allocation of competencies 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. 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.

3.3 Permitted 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 with an economic purpose. In practice, the limits permitted by the Articles of Association are far from fully exhausted.

3.4 Election 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 members of the Emmi Board of Directors are elected for a one-year term ending at the General Meeting 2026. 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 Remuneration 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 General Meeting elects the chair of the Board of Directors from among the members of the Board. 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.

3.5 Internal organisation

3.5.1 Allocation of duties within the Board of Directors

The table below shows the committees of the Board of Directors and their members.

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 evaluation is planned in the years ahead.

3.5.2 Composition, duties and delimitation of responsibilities of the committees

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 auditing plan and the personnel budget of Internal Audit
• the appointment and dismissal of the Head Internal Audit
• the audit plan and the remuneration budget for the external auditors
• the approval of additional consulting engagements to the external auditors once the cumulative fees for consulting engagements during the financial year exceed 30% of the audit fee budget approved for the financial year
• the auditors for consolidated subsidiaries where these differ from the Group auditors
• financial instruments and counterparty credit limits for financial transactions
• the effectiveness and independence of the internal and external auditors

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

• the fundamental design of the accounting system, organisation and content of financial controlling, including the internal audit
• the selection of the Group’s external auditors
• the results of internal and external audits and the monitoring of action plans by management based on these results
• the consolidated annual and half-year financial statements of Emmi AG, the results of subsidiaries and the associated financial and non-financial reporting
• the financial ambitions of Group companies and the Group during the strategy period
• the target-setting system that serves as a basis for setting annual financial targets
• the annual financial targets of Group companies and the Group
• the total investments for the subsequent year
• the multi-year investment and liquidity planning
• the rolling forecast
• the risk management including cyber security risks
• the evaluation of the main risks and of the measures based on them
• the business relationships with financial institutions
• the financial reporting to shareholders and the public
• the need to communicate in the event of deviations from external guidance
• the annual reporting on “non-financial issues” and “fulfilment of the due diligence obligation” regarding child labour
• the legal proceedings and out-of-court settlement of disputes whose outcome may have implications for the financial situation of the Group
• the tax rulings (offsets, fines and settlements resulting from tax audits), restructuring and reorganisation rulings with an effect on net income for tax purposes of more than CHF 2.0 million
• the regular contact with the lead partner of the external auditors

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 focusses 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 organisation based on the strategy
• the in-depth review of merger, acquisition and divestment projects; reviewing portfolio performance in terms of products and markets
• strengthening focus areas and innovations based on the strategy
• preparing the annual strategy review process
• regularly reviewing the sustainability strategy as part of the corporate strategy
• the performance of key customers and markets as well as the performance of critical business units
• reviewing major projects in collaboration with the Audit Committee

The Personnel and Remuneration Committee supports the Board of Directors in monitoring the management of the company, in particular from a personnel perspective and regarding remuneration topics. 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 and the Chief Human Resources Officer on invitation. Sustainability topics and metrics are discussed regularly.

The Personnel and Remuneration Committee deliberates on and approves:

• the individual salaries of Group Executive Management
• the employer representation in the Emmi Pension Foundation and the Emmi Welfare Foundation
• other mandates of the members of the Board of Directors and Group Executive Management
• the election and dismissal of the members of the extended Group Executive Management
• extraordinary incentive schemes for employees (excluding Group Executive Management)

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

• the Emmi Group’s remuneration policy
• the remuneration system for management and the main features of the remuneration system for employees
• the remuneration system and total remuneration of Group Executive Management
• the remuneration system for the Board of Directors and the remuneration of the members of the Board of Directors
• monitoring and proposing changes in the remuneration of the Chairman of the Board of Directors, the members of the Board of Directors, the CEO and the other members of Group Executive Management
• main features of annual salary rounds Switzerland and abroad
• the special remuneration for members of the Board of Directors who perform special functions or who are called upon to do so beyond the usual scope
• the ceiling amounts for the remuneration of the Board of Directors and Group Executive Management for approval by the General Meeting (see section 3.1 Approval model of the General Meeting in the Remuneration Report) and the amount of remuneration for any advisory board pursuant to the Swiss Code of Obligations
• the total amount of salary adjustments and variable remuneration for employees
• electing and dismissing the CEO and the members of Group Executive Management, the latter in collaboration with the CEO
• the succession planning and evaluation of candidates for the Board of Directors in accordance with the election regulations of the Board of Directors
• the succession planning for the Chair of Group Executive Management and, in collaboration with the CEO, the succession planning for the members of Group Executive Management and other key functions

3.5.3 Working methods of the Board of Directors and its committees

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 Remuneration 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 five times for two and a half hours each and the Market Committee four times for three hours each. The Personnel and Remuneration Committee met five 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.

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 strategy meeting of the Board of Directors is attended by the entire Group Executive Management and the Head of Strategy & Corporate Development. The involvement of members of Group Executive Management and management in committee meetings is described in section 3.5 Internal organisation for the individual committees. With the exception of the 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 each meeting of the Board of Directors on their activities and results. They also keep minutes of their deliberations and resolutions, which are available 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.

3.6 Definition of responsibilities between the Board of Directors and Group Executive 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:

• financial and non-financial ambitions of Group companies and the Group in the strategy period
• the target-setting system that serves as a basis for setting annual financial targets
• identifying the impact of the Group on the environment, the economy and society, and actions taken to avoid, limit and mitigate these
• the annual financial targets of Group companies and the Group
• the total investments for the subsequent year
• investments/divestments of more than CHF 3 million (planned) or CHF 2 million (unplanned)
• the annual and half-year results
• approving legally required non-financial reports, such as the annual “Non-Financial Report” and the annual “Diligence Report” regarding child labour
• Group organisational chart with the structure of Group Executive Management and appropriate organisation
• salary policy, in particular the remuneration system for the remuneration of the Board of Directors and any advisory board within the meaning of the Swiss Code of Obligations, the remuneration system for the remuneration of Group Executive Management, the total amount of salary adjustments and variable remuneration for employees
• ceiling amounts for remuneration of the Board of Directors and Group Executive Management for approval by the General Meeting (for approval model, see section 3.1 Approval model of the General Meeting in the Remuneration Report 2025)
• strategic risk management
• evaluation of the main risks and the measures based on them
• multi-year financial and liquidity planning
• strategy-relevant cooperations and agreements, in particular the purchase and sale of participations, companies, etc.
• Group regulations of fundamental strategic and financial importance
• incorporation, merger and dissolution of companies other than wholly-owned companies
• tax, restructuring and structuring decisions with a tax impact of more than CHF 2 million on net profit
• electing and dismissing the CEO and the members of Group Executive Management
• the nomination of candidates for the Board of Directors for the attention of the General Meeting
• establishing any advisory board and setting up a permanent group of experts as well as appointing and dismissing its members and setting the fee
• the approval of members of the Board of Directors of consolidated subsidiaries

All other areas of management that are not reserved for the Board of Directors by law or the Organisational Regulations (in German) are fully delegated by the Board of Directors to the Chairman, CEO and Group Executive Management.

The Chairman and CEO 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 into 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 Chair 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, 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 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 Group Executive Management.

3.7 Information and control instruments vis-a-vis Group Executive 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 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 management 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:

• Management Information System (MIS): Members of the Board of Directors receive a detailed Group Executive Management Report, containing in-depth information on the company’s financial position, on a monthly basis. The members of the Audit Committee receive a quarterly Group Treasury Report. A rolling forecast for the following 14-18 months is additionally created at least three times a year and reported in detail to the Board of Directors.
• Risk management process: At least once a year, the Board of Directors is informed by the CEO regarding the main risks and their assessment on the basis of relevance and likelihood of occurrence. It approves the risk management measures defined and to be implemented by Group Executive Management and monitors their implementation (see Notes to the consolidated financial statements of the Emmi Group).
• External and internal audit: Details of the external auditor are provided in section 8. Auditor. Internal Audit is a management tool used by the Board of Directors and Group Executive Management, and as such forms a fundamental part of the internal control system. It is directly associated with the Chairman of the Audit Committee, as well as the Audit Committee as a whole, through participation in its meetings, which are held at least quarterly (five meetings in the year under review). The Audit Committee approves the audit programme and the annual planning. It also receives all auditor’s reports and is kept informed at its meetings of all findings and the resulting measures. In addition, the Head of Internal Audit meets regularly with the Chairman of the Audit Committee.

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. They also consider 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.