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  • 3. Board of Directors

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.

Christian Arnold-Fässler, Thomas Oehen-Bühlmann and Franz Steiger are 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.

3.1 Members of the Board of Directors

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

Certified Master Farmer

2009

Christian Arnold-Fässler

1977

Swiss

Certified Master Farmer

2012

Monique Bourquin

1966

Swiss

Business Economist lic. oec. HSG

2013

Christina Johansson

1966

Swiss/Swedish

Business Economist dipl. oec. Master of Science in Business Administration & Economics

2018

Niklaus Meier

1955

Swiss

Swiss certified expert in accounting and controlling

2012

Alexandra Post Quillet

1967

Swiss/German

Business Economist lic. oec. HEC

2018

Franz Steiger

1959

Swiss

Certified Master Farmer

2015

Diana Strebel

1960

Swiss

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

2012

3.2 Professional background and other activities and interests

Konrad Graber

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

Professional background

since 2009

BDO AG, Partner and Member of the Board of Directors

2005 – 2009

BDO AG, Head of Management Consultancy and IT service division, 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 and Director

 

 

Key mandates outside of Emmi

since 2007

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

since 2013

Member of the “Geissbühl” generational community farm

1985 — 2013

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

 

 

Other mandates

since 2012

Central Switzerland Milk Producers Cooperative (ZMP), Chairman

since 2011

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

since 2009

Central Switzerland Milk Producers Cooperative (ZMP), Member of the Board, Chairman since 2012

2007 — 2012

Hohenrain, Municipal Councillor, Mayor from 2008

1995 — 2003

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

1985 — 2003

Technical expert for proficiency exams and master farmer exams

Christian Arnold-Fässler

Member of the Board of Directors since 2012

Professional background

since 2000

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

 

 

Other mandates

since 2016

Caseificio del Gottardo, Member of the Board of Directors

since 2012

Uri Cantonal Parliament, Member

2015 — 2016

Uri Cantonal Parliament, President

since 2012

Swiss Milk Producers (SMP), Member of the Board

since 2009

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

since 2009

Central Switzerland Farmers’ Cooperative, Delegate

2006 — 2013

Seedorf, Deputy Mayor

Monique Bourquin

Member of the Board of Directors since 2013

Professional background

2012 — 2016

Unilever Germany, Austria and Switzerland (DACH), 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 Nährmittel AG, Product Manager

1990 — 1994

PriceWaterhouseCoopers, various roles

 

 

Other mandates

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

since 2017

Straumann Group, Member of the Board of Directors

since 2009

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

2012 — 2016

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

2008 — 2016

Unilever Switzerland pension fund, Chairman of the Foundation Board

Christina Johansson

Member of the Board of Directors since April 2018

Professional background

since 2018

Bilfinger SE, Group CFO

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, before Corporate Finance Controller

1993 — 1996

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

 

 

Other mandates

since 2017

Swiss CFO Association (VSF), Member of the Board

2013 — 2017

Municipal Council of Wangen, Member

since 2016

OptikArt AG, Member of the Board of Directors

Niklaus Meier

Member of the Board of Directors since 2012

Professional background

2011 — 2017

MEGlobal International FZE, Dubai, Chief Financial Officer

2009 — 2011

BASF Schweiz AG, integration of the financial organisation following acquisition of Ciba

1995 — 2009

Ciba AG, latterly CFO

1993 — 1995

ToniLait AG, Head of Finance

1976 — 1992

Association of Milk Producers of Northwestern Switzerland (MIBA), latterly Head of Finance and Administration

 

 

Other mandates

since 2017

Association CO13 (association supporting individuals in their professional integration), President

since 2010

Swiss Controlling Standards working group of the Swiss Association of Accounting and Controlling (VEB), Member

since 2000

Examination committee for finance and accounting specialists/Swiss certified experts for controlling and accounting, Member

Alexandra Post Quillet

Member of the Board of Directors since April 2018

Professional background

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

1995

Unilever Switzerland, National Sales Account Manager

1994

Unilever Switzerland, Brand Manager

1992 — 1993

Unilever Switzerland, Assistant Brand Manager

1990 — 1992

Nestlé Switzerland, Controller Corporate Internal Audit

 

 

Other mandates

since 2018

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

since 2017

SwissBoardForum, Member of the Board

since 2017

Landolt & Cie, Member of the Board of Directors

since 2016

Schenk SA, Vice-Chairman 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 2008

Schlierbach, Mayor

since 2006

Swiss Farmers’ Union, Delegate

2006 — 2015

Central Switzerland Milk Producers Cooperative (ZMP), Vice President

since 2000

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

since 1991

Schlierbach-Krumbach Dairy Cooperative, Treasurer

Diana Strebel

Member of the Board of Directors since 2012

Professional background

since 2009

Strebel-Birt AG, Managing Director of this consultancy firm for branding, communications and agency management, which she co-founded

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, Member 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

3.3 Permitted 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.

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 term of office of members of the Emmi Board of Directors is one year and lasts until the 2019 General Meeting accordingly. Reelection is permitted. There is no restriction on the number of 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.

3.5 Internal organisation

Allocation of duties within the Board of Directors

The following table shows the allocation of duties to all members.

 

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

 

Christian Arnold-Fässler Member

 

 

Monique Bourquin Member

 

Christina Johansson Member

 

 

 

Niklaus Meier Member

(Chairman)

 

 

 

Alexandra Post Quillet Member

 

 

 

Franz Steiger Member

 

 

 

Diana Strebel Member

 

(Chairman)

 

 

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 table above. The committees perform a regular assessment of their performance (self-assessment).

The Audit Committee supports the Board of Directors in monitoring the management of the company, in particular from a financial perspective. It is entitled to view all documents necessary for the performance of its duties and to request comprehensive information from all areas of the Group, as well as the external auditors, at any time. 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 Auditing and, on invitation, the external auditor in charge.

The Audit Committee deliberates on and approves:

  • the auditing plan and the personnel budget of Internal Auditing
  • the appointment and dismissal of the Head of Internal Auditing
  • the auditing plan and the remuneration budget for the external auditors
  • the auditors for consolidated subsidiaries where these differ from the Group auditors
  • the list of counterparties and their credit limits for financial transactions.

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

  • the organisation of accounting, and the organisation and content of financial control including internal auditing
  • the effectiveness and independence of the internal auditors
  • the selection of the Group auditors the effectiveness and independence of the external auditors
  • the results of internal and external auditing and the monitoring of action plans by management based on these results
  • the Group and holding accounts and the results of subsidiary companies
  • the annual and investment budget
  • the evaluation of risks and of the measures based on this
  • financial and liquidity planning as well as business relations with financial institutions
  • financial reporting to shareholders and the public
  • legal proceedings and out-of-court settlement of disputes whose outcome may have implications for the financial situation of the Group
  • treasury guidelines

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 and, on invitation, other members of Group Management. The Market Committee has no approval power.

The 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
  • merger and acquisition projects, brand projects, and product and marketing investments based on the strategy
  • the strengthening of the Emmi brand portfolio and innovations based on the strategy
  • the preparation of changes in strategy the development of key customers and markets as well as critical business units the controlling of major projects

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 remuneration system for management and employees
  • the remuneration for the Chairman of the Board of Directors, the members of the Agricultural Council, the CEO and the other members of Group Management (taking into account the ceiling amounts approved by the General Meeting)
  • 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 Management

It also 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 remuneration system for the compensation of the Board of Directors as well as the remuneration of the members of the Board of Directors
  • the remuneration system for the compensation of Group Management
  • the ceiling amounts for the remuneration of the Board of Directors, the Agricultural Council and Group Management for approval by the General Meeting (for approval model, see section Remuneration system)
  • the total amount of salary adjustments and bonuses for employees and basic changes to the pension fund regulations and other retirement benefit plans
  • the composition of Group Management
  • succession planning and the evaluation of candidates for the Board of Directors according to the regulations governing election
  • succession planning for the Chairman of Group Management and, at the request of the CEO, for members of Group Management
  • the regular review of the organisational regulations

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. It 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. Members of the Emmi Group who attend meetings as internal experts include the CEO, the Executive Vice President Switzerland, the Head of Agricultural Policy and the Head of Procurement. 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 President of the national milk sector organisation BOM and as of 2019 the President of the milk producer organisation Mittelland Milch and the President of the milk producer organisation mooh. The Agricultural Council has no approval power.

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

  • general political issues
  • the development of the milk and cheese industry and its organisations
  • milk volume and price managemen
  • milk and cheese procurement

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 Compensation Committee and the Agricultural Council generally meet twice a year. In 2018, the Board of Directors held eight half-day meetings and one all-day meeting. The Audit Committee met five times for three hours each, and the Market Committee three times for three hours each plus for one whole day. The Personnel and Compensation Committee met three times for one-and-a-half hours each, while the Agricultural Council met twice for two hours each (average times).

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. Individual items on the agenda are handled exclusively within the Board of Directors, i.e. excluding all participants who are not 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.

3.6 Definition 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:

  • the annual and investment budget
  • the annual and half-year results
  • Group structure up to and including Group Management
  • the salary policy, in particular the remuneration system for the compensation of the members of the Board of Directors, the remuneration system for the compensation of Group Management, the total amount of salary adjustments and bonuses for employees, the pension fund regulations and other retirement benefit plans
  • ceiling amounts for remuneration of the Board of Directors, the Agricultural Council and Group Management for approval by the General Meeting (for approval model, see section 3.1 Approval model of the General Meeting in the Compensation report 2018)
  • the evaluation of the main risks
  • multi-year financial and liquidity planning
  • strategy-relevant cooperations and agreements, in particular the purchase and sale of participations, companies, etc.
  • Group regulations
  • the founding and closure of companies
  • the approval of members of the Board of Directors of consolidated subsidiaries
  • the proposal of candidates for the Board of Directors to the General Meeting

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.

As members of the Executive Board Switzerland and long-standing former members of Group Management, the members of the extended Group Management undertake the selective Group duties assigned to them by the CEO.

3.7 Information and control instruments vis-à-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 fortnight, 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:

  • Management Information System (MIS): Members of the Board of Directors receive detailed sales statistics on a monthly basis. Consolidated financial statements together with a forecast for the year-end closing statement are prepared on a quarterly basis, and the Board of Directors is informed in detail about the financial situation of the company at the same interval. The members of the Audit Committee receive the Group financial statements as well as the accounts of all subsidiaries on a quarterly basis and are informed in detail in order to assess quarterly financial performance.
  • 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. The Board of Directors approves the risk management measures defined by Group Management for implementation and monitors their progress (see also Notes to the consolidated financial statements in the Emmi Annual Report 2018).
  • External and internal auditing: Details of the external auditor are provided in section 8 Auditors (Emmi Annual Report 2018). Internal Auditing is a management tool used by the Board of Directors and Group 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 auditing programme and the annual planning; it also receives all auditors’ reports and is kept informed at its meetings of all findings and the resulting measures. In addition, the Head of Internal Auditing regularly meets with the Chairman of the Audit Committee.

The Internal Auditing department 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 the 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 Auditing 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 organisation and process of the Emmi Group. Compliance is also supported and jointly monitored by the Legal department.