Corporate Governance

Board of Directors (BoD)

Principles Underlying the Voting Procedure for Members of the Board of Directors and their Terms of Office

The members of the Board of Directors of Vetropack Holding Ltd are each elected by the Annual General Assembly of shareholders (AGA) on an annual basis. Re-election is permitted. Each year, the AGA elects the Chairman of the Board of Directors and the individual members of the Nomination and Compensation Committee (NCC), who must be members of the Board of Directors, as well as the independent proxy. Their term of office shall end upon the conclusion of the next AGA. The BoD appoints the Chairman of the NCC.

BoD Duties

The BoD performs its duties as laid out in the Swiss Code of Obligations (CO) Art. 716a.

The BoD Chairman has the following additional main duties:

Preparing and drawing up the invitations to the AGA jointly with the CEO.
Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation jointly with the CEO.
Chairing the AGA and the BoD meetings.
Monitoring the implementation of resolutions passed by the AGA and the BoD.
In urgent cases, the BoD Chairman can conclude transactions that fall within the competence of the BoD by executive decision. Any such actions are communicated in writing without delay to the BoD.

Respective Areas of Responsibility for the BoD and Management Board (MB)

The duties that are not reserved for the BoD in accordance with Art. 716a CO are delegated to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but it is also fully responsible for the operatio- nal management of the Group.

Working Methods

In 2019, the BoD exercised its overall supervisory and monitoring role by receiving oral and written reports from the MB at five regular annual meetings, by consulting amongst its members, and by reaching decisions in relation to any motions raised. Ordinary BoD meetings normally last at least four hours. The head auditor was invited to the March meeting to disclose the results of the external audit. Moreover, a two-day strategy meeting was held in August. During the November meeting, the results of the 2019 internal audit were discussed.

The BoD Chairman, the CEO and the CFO met regularly to prepare for BoD
meetings.They discussed operational topics, preparations for ordinary BoD meetings, as well as reports from internal audit. The BoD is regularly informed regarding the Group’s commercial state of affairs and planning via written Monthly, Semi-Annual and Annual Reports, and receives a planning dossier at both company and Group levels (three year plan). The Nomination and Compensation Committee (NCC) is responsible for checking the BoD and extended MB remuneration scheme. The working methods of the NCC are set out in the Remuneration Report. With the exception of the NCC, the BoD forms no committees.

In his role as executive chairman, the BoD chairman sits on the supervisory bodies of all operating companies and participates in the steering committees of projects and initiatives of strategic importance. He also takes part in the annual management development reviews to discuss appraisals, continuing professional development and succession planning for management team members at all companies. He held 16 meetings with the CEO in 2019 to monitor the management of business operations, discuss market trends and implement BoD resolutions.

Risk Assessment

Vetropack Holding Ltd utilises a risk management system that enables the identification, early recognition, and analysis of risks in order for the company to take appropriate action. The system’s scope includes strategic, operational, financial, and compliance risks. It covers not only Vetropack Holding Ltd’s risks, but also the key risks of its subsidiaries. All systematically identified risks are listed according to rank. This risk ranking system is formulated from a risk probability matrix. Management is actively involved in checking annually the matrix and in keeping it up to date. During the year under review, the Board of Directors dealt with the topic of risk assessment in its August meeting.

Board of Directors as per 31 December 2019
Sönke Bandixen, Richard Fritschi, Pascal Cornaz, Jean-Philippe Rochat, Claude R. Cornaz, Rudolf W. Fischer, Urs Kaufmann

BoD Members

	Position	Nationality	Appointed	Elected till
Claude R. Cornaz *	Chairman, executive	CH	1998	April 2020
Richard Fritschi *	Vice-Chairman, non-executive	CH	2005	April 2020
Sönke Bandixen	Member, non-executive	CH	2012	April 2020
Pascal Cornaz	Member, non-executive	CH	2009	April 2020
Rudolf W. Fischer *	Member, non-executive	CH	2000	April 2020
Urs Kaufmann	Member, non-executive	CH	2017	April 2020
Jean-Philippe Rochat	Member, non-executive	CH	2006	April 2020

* Members of the Nomination and Compensation Committee (NCC)

Claude R. Cornaz (1961, Bülach ZH)

Mechanical Engineer, ETH / BWI, Zürich, Switzerland

1987–1989 Management Services Contraves AG, Zürich, Switzerland

1989–1993 Project Engineer, Nestec in Vevey, Switzerland and Thailand

1993–1999 Head of Corporate Development and Head of Technology & Production Vetropack Group

Seit 1998 Member of the BoD, Vetropack Holding Ltd, Bülach, Switzerland

2000–2017 CEO of Vetropack Holding Ltd, Bülach, Switzerland

Seit 4/2018 Chairman of the BoD, Vetropack Holding Ltd, Bülach, Switzerland

Governing Mandates:

Member of Bucher Industries AG, Niederweningen, Switzerland / Member of Dätwyler Holding AG, Altdorf, Switzerland / Vice-Chairman of H. Goessler AG, Zürich, Switzerland / Vice-Chairman of Cornaz AG-Holding, Oberrieden, Switzerland /Member of Glas Trösch Holding AG, Buochs, Switzerland

Richard Fritschi (1960, Oberrieden ZH)

Dipl. Controller SIB, Zürich, Switzerland

1979–1985 Various functions for Luwa SA, in Zürich, Switzerland and England

1985–1987 Project Controller, Airchal-Luwa SA, Paris, France

1987–1991 Head of Finance and Administration, Isolag AG, Zürich, Switzerland

1991–1999 Head of Finance, Allo Pro / Sulzer Orthopädie, Baar / Winterthur, Switzerland

1999–2001 Head of Sales, Sulzer Orthopädie/Sulzermedica, Winterthur, Switzerland

2001–2003 President Europe / Asia / South America, Sulzer Orthopädie / Sulzermedica, Winterthur, Switzerland

2003–2005 President Europe / Australasia, Zimmer, Winterthur, Switzerland

2006–8/2011 CEO of Ypsomed AG, Burgdorf, Switzerland

9/2011 present Board of Directors in various private and listed companies

Governing Mandates:

President of Cornaz AG-Holding, Oberrieden, Switzerland / President of Bibus Holding AG, Fehraltorf, Switzerland / Member of Fromm Holding AG, Cham, Switzerland / President of Implantica Mediswiss AG, Vaduz, Principality of Liechtenstein

Sönke Bandixen (1957, Stein am Rhein SH)

Dipl. Mechanical Engineer, ETH Zürich, Switzerland, PMD Harvard Business School, USA

1984–1993 Various functions for SIG AG, as of 1990 MB Division Packaging Machines, Neuhausen am Rheinfall, Switzerland

1994–1996 Vice President Marketing, Cosatec AG, Dübendorf, Switzerland

1997–2003 CEO of Division Door Systems, Kaba Holding AG, Rümlang, Switzerland

2007–2010 CEO of Orell Füssli Holding AG, Zürich, Switzerland

2010–2011 Self-employed Management Consultant

2012–2014 CEO of Landert Motoren AG, Bülach, Switzerland

2015 present Self-employed Management Consultant

Governing Mandate:

Vice-President of Schweizerische Schifffahrtsgesellschaft Untersee und Rhein, Schaffhausen, Switzerland

Offices:

Mayor of Stein am Rhein, Member of the Board of Trustees of the Jakob and Emma Windler Foundation, Stein am Rhein, Switzerland

Pascal Cornaz (1971, Les Paccots FR)

Dipl. Purchaser, Switzerland

1995–2005 Various functions in technical customer support, purchasing, and logistics, Switzerland

2005–2007 Member of the Executive Board of Giovanna Holding SA, Clarens, Switzerland

2008–2011 Member of the Executive Board and Head of Customer Service of Ginox SA, Clarens, Switzerland

2012–2018 CEO of Diamcoupe SA, Cheseaux s. Lausanne, Switzerland

2018 present Managing Partner, Ecurie Wirz Sàrl, Les Paccots, Switzerland

Rudolf W. Fischer (1952, Bergdietikon AG)

PhD. Economics. publ., University of Zürich, Switzerland

1982–1991 Various management positions in HR and Trade Marketing, Jacobs Suchard, Switzerland and Belgium

1991–1994 CEO of Jockey (Switzerland), Uster, Switzerland part of the Austrian Huber Tricot Group (1991 & 1992), and Hanro AG, Liestal (1993 & 1994), Switzerland

1994–1995 Partner Bjørn Johansson Associates, Executive Search, Zürich, Switzerland

1996–2011 Schindler Management AG, Ebikon, Switzerland, Group Management Member, responsible for HR and Training

2012–8/2016 Schindler Holding Ltd, Hergiswil, Switzerland, Member of the Board of Directors, Member of the Supervisory and Nomination Committee (full-time), Member of the Compensation Committee

9/2016 present Schindler Holding Ltd, Hergiswil, Switzerland, Member of the Board of Directors, Member of the Compensation Committee

Urs Kaufmann (1962, Rapperswil-Jona SG)

Dipl. Masch.-Ing. ETH / BWI Zürich, Schweiz

1987–1993 Project Manager, Production Manager and Head of Sales, Zellweger Uster AG, Uster and USA

1994–present HUBER+SUHNER Group

1994–997 Managing Director of Henry Berchtold AG, Kollbrunn, Switzerland

1997–2000 Division Head and Member of Management Board

2001–2002 Sector Head and Member of Executive Group Management

2002–2017 CEO, since 2014 Delegate of the Board of Directors

2017–present Chairman of the Board of Directors

Verwaltungsratsmandate:

Chairman of Schaffner Holding AG, Luterbach, Switzerland / Member of SFS Group AG, Heerbrugg, Switzerland / Member of Gurit Holding AG, Wattwil, Switzerland / Member of Müller Martini Holding AG, Hergiswil, Switzerland

Offices:

Board committees of the Executive Committee of Swissmem and of the Schweizerischer Arbeitgeberverband (SAV)

Jean-Philippe Rochat (1957, Lausanne VD)

Lic. iur. University of Lausanne, Switzerland

1980–1984 Publicitas Ltd, Lausanne, Bern and Basel, Switzerland

1984–1985 Fiduciaire Fidinter Ltd, Lausanne, Switzerland

1985–1987 Legal internship in Geneva, Switzerland

1987–1989 Lawyer, Pfyffer, Argand, Troller & Associates, Geneva, Switzerland

1989–2015 Partner Lawyer at Carrard, Paschoud, Heim et Associés, Lausanne, Switzerland

2015–present Partner Lawyer at Kellerhals Carrard, Lausanne, Switzerland

Verwaltungsratsmandate:

Member of Investissements Fonciers SA – La Foncière, Lausanne, Switzerland / Member of Vaudoise Holding SA, Lausanne, Switzerland

Offices:

Honorary consul of Finland in Lausanne, Switzerland

Members of the BoD for Vetropack Holding Ltd do not sit with other BoD members on the boards of other listed companies, nor are there any business relationships between the BoD members and Vetropack Holding Ltd. Claude R. Cornaz, Rudolf W. Fischer, Jean-Philippe Rochat and Urs Kaufmann also act as directors of other listed companies as set out here.

Introduction

MB Members