Board of Directors

The Board of Directors consists of five members according to Art. 18 (1) of the Articles of Association. No member performs any operational management duties for Ina Invest Holding Ltd or for any of its Group companies. The members are therefore non-executive. The Board of Directors is composed of the following members as of 31 December 2020:

Name Nationality Position In office since 1
Stefan Mächler Switzerland Chairman 2020
Christoph Caviezel Switzerland Vice-Chairman 2020
Marie-Noëlle Zen-Ruffinen Switzerland Member 2020
Hans Ulrich Meister Switzerland Member 2020
André Wyss Switzerland Member 2020

1  General Meeting in the designated year

 

The current composition of the Board of Directors covers a number of areas of competence. The members have many years of professional experience in a variety of industries. The figure shows the diversity of the Board of Directors.

 

Education, activities and vested interests

The summary on the next pages provides essential information about the education and career path of each member of the Board of Directors. It also discloses the mandates held by each member of the Board of Directors outside the Group as well as any further significant activities and permanent positions in significant interest groups.

 

Stefan Mächler
Chairman of the Board of Directors and Member of the Audit Committee

1960
Swiss citizen

Non-executive / independent

  • Lic.iur., University of St. Gallen (HSG) 
  • since 2014: Group Chief Investment Officer and Member of the Group Executive Board -  Swiss Life Group
  • 2009–2014: Chief Investment Officer and member of the Group Executive Management - die Mobiliar
  • earlier: Various roles within Credit Suisse and Deutsche Bank

Member of the Board of Foundation of Stiftung Technopark Zürich

Christoph Caviezel
Vice-Chairman of the Board of Directors, Chairman of the Investment Committee, Member of the Audit Committee and Member of the Nomination and Compensation Committee

1957
Swiss citizen

Non-executive / independent

  • Dr. iur, Univeryity of Frbourg
  • Attorney-at-law
  • since 2018: Owner of Bluereal AG
  • 2008–2019: CEO of Mobimo Guppe
  • 2001–2008: CEO of Intershop Holding AG
  • 1995–2001: Various roles within Intershop Holding AG
  • earlier: Attorney-at-law
  • Graubündner Kantonalbank (member) – listed
  • Cham Group AG (member)
  • BZ Bank AG (member)
  • Kuoni Mueller und Partner AG (member)
  • Ledermann Gruppe (chairman)
Marie-Noëlle Zen-Ruffinen
Member of the Board of Directors, Chairman of the Nomination and Compensation Committee and Member of the Investment Committee

1975
Swiss citizen

Non-executive / independent

  • Dr. iur. University of Fribourg
  • Lic. phil. University of Fribourg
  • Attorney-at-law
  • since 2012: Of Counsel at Tavernier Tschanz
  • since 2009: Professor for Economics and Management at the University of Geneva
  • 2007–2012: Partner at Tavernier Tschanz
  • Baloise Holding AG (member) – listed
  • Banco Santander International SA (member)
  • Chairman of the Swiss Board Institute Foundation
  • Member of the Swiss Institute of Directors Association
Hans Ulrich Meister
Member of the Board of Directors and Chairman of the Audit Committee

1959
Swiss citizen

Non-executive

  • Advanced Management Program, Harvard Business School
  • Advanced Management Program, Wharton School
  • Business degree, Zurich University of Applied Sciences
  • 2008–2015: Member of the Executive Board of Credit Suisse Group AG und der Credit Suisse AG
  • 2012–2015: Head of the Private Banking & Wealth Division, responsible for the Private Banking business in EMEA and Asia Pacific
  • 2011–2012: CEO of the Private Banking Division
  • 2008–2015: CEO of Credit Suisse Switzerland Region
  • 2005–2007: Head of Private and Corporate Customers Switzerland at UBS
  • 2004–2007: Member of the Group Managing Boards of UBS Group
  • 2003–2004: Head of Large Corporates & Multinationals at UBS
  • 2002: Wealth Management at UBS, New York
  • Implenia AG (chairman) – listed
  • Alpiq Holding AG (member of the board of directors and chairman of the Audit and Risk Committee)
André Wyss
Member of the Board of Directors, Member of the Nomination and Compensation Committee and Member of the Investment Committee

1967
Swiss citizen

Non-executive

  • Various Executive Education Modules in Leadership Development at Harvard Business School
  • Study of economics at the University of Applied Sciences in Business Administration (HWV)
  • Apprenticeship as chemical worker at Sandoz (today Novartis)
  • since 2018: CEO Implenia Group
  • 2016–2018: President of Novartis Operations (global) and Country President of Novartis Switzerland (responsible for, among other things, the entire production process central group services such as real estate and infrastructure, IT, procurement, personnel, and accounting, as well as corporate affairs))
  • 2014–2018: Member of the Executive Committee of Novartis
  • earlier: Various roles within Novartis, including President Novartis USA, Executive for Country and Regional Companies, including the USA, Asia Pacific, Middle East & Africa, Group Emerging Markets, Greece, Executive of Novartis Business Services, Head of Pharmaceutical Production in Europa, Head Finance Resarch & Development

Rules of the Articles of Association regarding the number of permissible activities according to Art. 12 (1)(1) of the Swiss Ordinance against Excessive Compensation at Stock Exchange Listed Companies (“OaEC”)

According to Art. 28 of the Articles of Association, each Board Member may hold no more than 10 mandates as a director or officer of legal entities outside the Ina Invest Group (no more than four of which may be held in exchange-listed companies), which are to be registered in the Swiss Commercial Register or a similar foreign register. If mandates are held in different legal entities of one and the same corporate group or are held on behalf of a corporate group or a legal entity, then these will be counted in their entirety as one mandate in each case. According to the above-cited provision of the Articles of Association, it is permissible to exceed the foregoing limits for short periods.

The Articles of Association with the exact wording of the above-cited provision can be viewed here.

The members of the Board of Directors shall have a 1-year term of office, commencing with the election and ending after the close of the next Annual General Meeting, without prejudice to the right of prior resignation or prior removal from office (Art.18 (3) of the Articles of Association). The members of the Board of Directors may be re-elected at any time (Art.18 (4) of the Articles of Association) providing they are not yet 70 years old. Retirement shall commence at the end of the Annual General Meeting following the member's 70th birthday (Art.18 (5) of the Articles of Association). As required by the Swiss Ordinance against Excessive Compensation at Stock Exchange Listed Companies (“OaEC”), the Board of Directors members and chair and the Nomination and Compensation Committee members shall be elected individually by the General Meeting (Art. 18 (2) and 22 (1) of the Articles of Association). Likewise as required by the OaEC, the independent proxy is elected by the General Meeting (Art. 13 of the Articles of Association). Moreover, the Board of Directors generally chooses its own members and, in particular, appoints its Vice-Chairperson and secretary of the Board of Directors.

If the office of the Chairman of the Board of Directors becomes vacant or the Nomination and Compensation Committee is not completely filled or the Company lacks an independent proxy, the Articles of Association have no rules to eliminate such organisational problems that deviate from OaEC Art. 4 (4), 7 (4) and 8 (6).

Division of responsibilities on the Board of Directors

The Board of Directors is responsible for the strategic and financial management of Ina Invest and the supervision of its management. It adopts resolutions as the highest corporate body, except in matters for which the General Meeting is competent by law. The Chairman of the Board of Directors shall call the Board of Directors’ meetings. If the Chairman is unable to call the meeting, the meeting shall be called by the Vice-Chairman or, if need be, by a member of the Board of Directors designated to that purpose by the Board of Directors. The CEO shall attend the Board of Directors meetings on a regular basis. The Chairman shall determine the agenda and prepare and direct the meetings. The Chairman shall also decide on a case-by-case basis whether to involve others in the deliberations of the Board of Directors. Board of Directors' meetings may be called by any board member by specifying the agenda item and giving a short justification for the call.

The duties, responsibilities and working procedures of the Board of Directors as well as its conduct in case of conflicts of interest are regulated by the Ina Invest OR and Table of Responsibilities of 11 June 2020 (hereinafter "Table of Responsibilities"). The Ina Invest OR (without the Table of Responsibilities) can be found here

Committees of the Board of Directors

In the reporting year, the Board of Directors had the following three committees: the Audit Committee (AC), the Nomination and Compensation Committee (NCC) and, at the level of Ina Invest Ltd, the Investment Committee (IC). The Board of Directors shall elect one Chairperson per committee. The AC and NCC shall analyse the areas assigned to them by the Board of Directors and submit reports to the Board of Directors to assist with the preparation of its resolutions or the performance of its supervisory duties. The Chairperson of the individual committees inform the Board of Directors of all the essential points and make recommendations on decisions to be made by the plenary Board of Directors. The Committees’ duties and responsibilities are defined in the Ina Invest OR, the Table of Responsibilities annexed hereto and the regulations issued by the Board of Directors.

The committees generally organise themselves. The Board of Directors shall enact appropriate regulations at request of the Committees. The committees shall generally have an advisory function, with decision-making authority reserved for the plenary Board of Directors. The committees shall have decision-making authority only where so determined in the Table of Responsibilities or in a Committee's Regulation or by a special Board of Directors resolution. The Committees are authorised to conduct or have investigations conducted on all matters within their area of responsibility. They may call upon the services of independent experts. The Board of Directors may appoint ad hoc committees for certain tasks and assign preparatory, supervisory and/or decision-making authority to such committees (sections 5.1.1 and 5.1.6 of the Ina Invest OR). None ad-hoc-committee was formed in the reporting year.

The table below shows the committees existing in the reporting year and their members:

 Audit CommitteeNomination and Compensation CommitteeInvestment Committee (auf Stufe Ina Invest AG)
Stefan Mächler, Chairmanx(permanent guest)(permanent guest)
Christoph Caviezel, Vice-Chairmanxxx (Chairperson)
Marie-Noëlle Zen-Ruffinen, member x (Chairperson)x
Hans Ulrich Meister, memberx (Chairperson)  
André Wyss, member xx

Audit Committee

The Audit Committee shall consist of at least three members of the Board of Directors appointed by the Board of Directors. The Audit Committee shall perform all of the Board of Directors’ duties relating to accounting oversight and organisation, financial controlling (including the internal control system), financial planning and risk management. Risk management shall include reporting on (current or impending) legal actions. In addition, the Audit Committee shall monitor and report on the Compliance Management System to the Board of Directors. The Audit Committee shall coordinate and define the internal and external auditing tasks, ensure regular communications with the external auditors, and formulate the internal and external audit engagements. The Audit Committee is entitled to order special audits (section 5.1.1 of the Ina Invest OR). For more information about the Audit Committee's tasks, also see the Ina Invest OR.
 


Nomination and Compensation Committee

The Nomination and Compensation Committee shall be composed of three BoD members who are elected individually by the General Meeting. The general principles of the NCC's duties and responsibilities related to compensation have been established by the General Meeting in Art. 22 of the Articles of Association and will be described in greater detail in the Compensation Report.

For more information about the NCC's tasks, also see the Ina Invest OR.
 

Investment Committee 

The Investment Committee at the level of Ina Invest Ltd consists of three members, two of whom are BoD members who are not related parties of Implenia Ltd and are appointed by Ina Invest Holding Ltd and one of whom is a BoD member appointed by Implenia Ltd. The Committee shall decide upon or propose promotional and development projects.
 

Working procedure of the Board of Directors and its committees

The Board of Directors and its committees shall meet as often as required by business, at least five times (BoD) and three times respectively two times (Audit Committee and Nomination and Compensation Committee). The meetings shall be held at the invitation of the Chairperson of the relevant committee and accompanied by an agenda and meeting documents each time. Moreover, each member can call a meeting and request the inclusion of additional agenda items. The meetings of the Board of Directors and of the committees shall be presided over by their respective Chairpersons. The presence of the majority of the members shall constitute a quorum. Members who participate in the meeting via telephone or videoconference shall be deemed present, too.

The resolutions and votes of the Board of Directors and its committees shall be carried by a majority of the voting members present. Abstentions are not permitted. In case of a tie vote, the Chairperson shall have the casting vote. The results of the negotiations and resolutions shall be recorded in the minutes. The Chairperson of the Board of Directors shall decide whether or not the CEO will participate (see section 3.3.6 of the Ina Invest OR). If necessary, others will be invited to the meetings.

The Chairman of the Board of Directors shall participate in the meetings of the Nomination and Compensation Committee as a permanent guest. As a general rule, the CEO will also participate in the Audit Committee meetings and, if necessary, one or more representatives of the external auditor and other persons designated by the Chairperson. As a general rule, the CEO will also participate in the Nomination and Compensation Committee meetings, and if necessary other persons designated by the Chairperson. Guests of the meetings of the Board of Directors and of the committees generally have no right to vote. Moreover, the CEO cannot attend Nomination and Compensation Committee or Board meetings whenever his own performance is being evaluated or his compensation is being discussed. The tables below give an overview of the number of meetings and teleconferences of the Board of Directors and of the Audit Committee, Nomination and Compensation Committee and Investment Committee at the level of Ina Invest Ltd in 2020 (since the IPO in June):
 

Overview of Board Meetings

           Meetings¹           
Total5
Average duration (in hours)

1:40

Participants  
Stefan Mächler, Chairman5
Christoph Caviezel, Vice-Chairman5
Marie-Noëlle Zen-Ruffinen, member5
Hans Ulrich Meister, member5
André Wyss, member5

1 The CEO attended all the meetings.

 

Overview of Audit Committee meetings

 Meetings¹
Total2
Average duration (in hours)1:20
Participants 
Hans Ulrich Meister, chair2
Christoph Caviezel, member2
Stefan Mächler, member2

1The CEO attended all the meetings.

Overview of Nomination and Compensation Committee meetings

 Meetings¹
Total2
Average duration (in hours)1:10
Participants 
Marie-Noëlle Zen-Ruffinen, chair2
Christoph Caviezel, member2
André Wyss, member2

1 The Chairman attended two meeting, the CEO all the meetings.

 Meetings¹
Total3
Average duration (in hours)2:30
Participants 
Christoph Caviezel, chair3
Marie-Noëlle Zen-Ruffinen, member3
André Wyss, member3

1 The Chairman attended two meeting, the CEO all the meetings.

The overall management and supervision of the Group is assigned by law to the Board of Directors. In addition to the responsibilities reserved to the Board under Art. 716a of the Swiss Code of Obligations, the Board of Directors shall rule on the following major transactions in accordance with the Table of Responsibilities:

  • the purchase and/or sale of investments;
  • the determination of the principles of the financial policy (debt-to-equity ratio and financial indicators);
  • determination of the financing plan;
  • procurement of outside capital of CHF 10 million or more (credit lines, bonds, private investments and other capital market transactions, finance leasing, hire-purchase activities, etc.);
  • Fundamental issues and guidelines relating to the investment of financial resources;
  • the granting of any kind of loan of CHF 1 million or more to third parties;
  • the granting of group guarantees and sureties, other guarantees, bid, performance and payment bonds etc., other security interests and entering into contingent liabilities outside of the ordinary course of business of CHF 1 million or more; and
  • the use of financial derivatives when not used strictly for hedging purposes.

Moreover, the Board of Directors is in charge of determining the sustainability strategy.

The Board of Directors shall delegate the management of the Ina Invest Group to the CEO, unless required otherwise by law, by the Articles of Association or by the Ina Invest OR. The CEO shall take care of the management and representation of the Ina Invest Group, unless delegated to other governing bodies by law, by the Articles of Association or by the Ina Invest OR. The CEO is responsible for the conduct of business and representation of the Group, in particular, for leadership of its operations and the implementation of corporate strategy. Insofar as such powers have not been reserved to the Board of Directors, the CEO is authorised to organise, perform and/or delegate to qualified subordinates the duties and powers assigned to him according to the Ina Invest OR, subject to providing such subordinates with proper instructions and supervision.

The CEO is responsible for reporting to the Chairman of the Board of Directors and/or to the Board of Directors (section 6.2.2 of the Ina Invest OR). For the details of the division of responsibilities between the Board of Directors and CEO, see the Ina Invest OR and the Table of Responsibilities.

In order to monitor how the CEO performs his or her assigned responsibilities, the following information and control instruments are available to the Board of Directors, among others:

  annual six-monthly quarterly monthly
Financial report (balance sheet, income statement and cash flow statement)     x  
Budget x      
3-year plan x      
Group Risk Assessment x      

Swiss GAAP FER financial reporting is submitted to the Board of Directors on a quarterly basis. The half-year reporting is approved by the Board of Directors and released for publication.

As part of the budget planning for the following year, the key figures are determined on the basis of the expected economic development and set with the corporate goals. Based on these, the balance sheet, income statement, cash flow statement and liquidity planning are budgeted. The annual planning for the coming three calendar years (three-year plan) is carried out in the same way as the budget planning.

The risk situation of the Ina Invest Group is assessed once a year in a detailed risk assessment. The risk catalogue resulting from the risk assessment contains the main group risks as well as measures and persons responsible for their implementation. The risk catalogue is then discussed and approved by the Board of Directors. The implementation of the defined measures is continuously monitored by the CEO.

The Internal Control System shall be audited by the external auditor as required by law, and the resulting report shall be given to the Board of Directors (Art. 728a (1)(3) and 728b (1) of the Swiss Code of Obligations). The reports on the individual information instruments shall be prepared and consolidated by the CEO. They shall then be forwarded to the Board of Directors. At the Audit Committee meetings, the reports shall be presented and commented on by the CEO.

The CEO shall give a detailed report and comment on the course of business and answer the questions of the members of the Board of Directors.

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