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 a yearly 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 ordinary AGA. The BoD appoints the Chairman of the NCC.

BoD’s duties

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

In addition, the BoD Chairman has the following main duties:

  • Preparing and issuing 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 responsibility of the BoD by executive decision. Any such actions are communicated in writing to the members of the BoD without delay.

Division of responsibilities between the BoD and the Management Board (MB)

Those duties which 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 is also fully responsible for the operational management of the Group.

Working methods

In 2023, the BoD exercised its duty of oversight and supervision by receiving and discussing written and oral reports from the MB at five ordinary meetings (most of which lasted an entire day), and by taking decisions on any motions put forward. Two additional BoD meetings were conducted as video conferences. The Head Auditor was invited to the March meeting to disclose the results of the external audit. A two-day strategy meeting was held in August, and the results of the 2023 internal audit were discussed during the November meeting.

To prepare for BoD meetings, the BoD Chairman, the CEO and the CFO met regularly; on these occasions, they discussed operational topics, preparations for ordinary BoD meetings, and internal audit reports. The BoD was briefed regularly on the Group’s commercial situation and planning by means of written monthly, semi-annual and annual reports together with the planning dossier at both company and Group levels (three-year plan). The Nomination and Compensation Committee (NCC) is responsible for reviewing the remuneration scheme for the BoD and MB. The working methods for the NCC are set out in the Remuneration report. With the exception of the NCC, the BoD does not appoint any committees.

In his role as executive chairperson, the Chairman of the BoD sits on the supervisory bodies of all the operating companies. He participates in the steering committees for 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 sixteen meetings with the CEO in 2023 to monitor the management of business operations, discuss market trends and implement BoD resolutions.

The Board of Directors as at 31 December 2023
From left: Sönke Bandixen, Pascal Cornaz, Claude R. Cornaz, Jean-Philippe Rochat, Raffaella Marzi, Richard Fritschi, Urs Kaufmann; Missing on the picture: Diane Nicklas





First elected

Elected untill

Claude R. Cornaz *

Chairman, executive



April 2024

Richard Fritschi *

Vice-Chairman, non-executive



April 2024

Sönke Bandixen

Member, non-executive



April 2024

Pascal Cornaz

Member, non-executive



April 2024

Urs Kaufmann

Member, non-executive



April 2024

Raffaella Marzi *

Member, non-executive



April 2024

Diane Nicklas

Member, non-executive



April 2024

Jean-Philippe Rochat

Member, non-executive



April 2024

* Members of the Nomination and Compensation Committee (NCC)

Claude R. Cornaz (1961, Buchberg, Canton of Schaffhausen)

Dipl. Masch. Ing. ETH/BWI Zurich, Switzerland

1987–1989 Management Services Contraves AG, Zurich, Switzerland
1989–1993 Project Engineer, Nestec S.A. in Vevey, Switzerland and Thailand
1993–1999 Head of Corporate Development and Head of Technology and Production, Vetropack Group
Since 1998: Member of the BoD, Vetropack Holding Ltd, Bülach, Switzerland
2000–2017   CEO of Vetropack Holding Ltd, Bülach, Switzerland
Since 4/2018:  Chairman of the BoD, Vetropack Holding Ltd, Bülach, Switzerland

Governing mandates

Member of Dätwyler Holding AG, Altdorf, Switzerland/Vice-Chairman of H. Goessler AG, Zurich, Switzerland/Vice-Chairman of Cornaz AG-Holding, Zug, Switzerland 

Richard Fritschi (1960, Oberrieden, Canton of Zurich)

Dipl. Controller SIB Zurich, Switzerland

1979–1985 Various functions for Luwa SA, in Zurich, Switzerland and UK
1985–1987 Project Controller, Airchal-Luwa SA, Paris, France
1987–1991 Head of Finance and Administration, Isolag AG, Zurich, Switzerland
1991–1999 Head of Finance, Allo Pro/Sulzer Orthopädie, Baar/Winterthur, Switzerland
1999–2001 Head of Sales, Sulzer Orthopädie/Sulzer Medica, Winterthur, Switzerland
2001–2003 President Europe/Asia/South America, Sulzer Orthopädie/Sulzer Medica, Winterthur, Switzerland
2003–2005 President Europe/Australasia, Zimmer, Winterthur, Switzerland
2006–8/2011 CEO of Ypsomed AG, Burgdorf, Switzerland
Since 9/2011  Member of Boards of Directors of various private and listed companies

Governing mandates

President of Cornaz AG-Holding, Zug, Switzerland/President of Bibus Holding AG, Fehraltorf, Switzerland/Member of Reinhard Fromm Holding AG, Steinhausen, Switzerland

Sönke Bandixen (1957, Stein am Rhein, Canton of Schaffhausen)

Dipl. Masch. Ing. ETH Zurich, Switzerland, PMD Harvard Business School, USA

1984–1993 Various functions for SIG AG; as of 1990: Member of 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, Zurich, Switzerland
2010–2011 Self-employed Management Consultant
2012–2014 CEO of Landert Motoren AG, Bülach, Switzerland
Since 2015: Self-employed Management Consultant

Governing mandates

President of Schweizerische Schifffahrtsgesellschaft Untersee und Rhein AG, Schaffhausen, Switzerland

Pascal Cornaz (1971, Les Paccots, Canton of Fribourg)

Spécialiste d'achat avec brevet fédéral, 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
Since 2018:  Managing Partner, Equistructure Sàrl, Les Paccots, Switzerland

Urs Kaufmann (1962, Rapperswil-Jona, Canton of St. Gallen)

Dipl. Masch.-Ing. ETH/BWI Zurich, Switzerland

1987–1993 Project Manager, Production Manager and Head of Sales, Zellweger Uster AG, Uster (Switzerland) and USA
1994–present HUBER+SUHNER Group
1994–1997     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; from 2014: Delegate of the Board of Directors
Since 2017: Chairman of the Board of Directors

Governing mandates

Member of SFS Group AG, Heerbrugg, Switzerland/ Member of Müller Martini Holding AG, Hergiswil, Switzerland/Member of Bucher Industries AG, Niederweningen, Switzerland

Raffaella Marzi (1970, Canton of Zug)

Master in Law, Università Cattolica del Sacro Cuore, Milan, Italy

1996–1997 Legal Consultant, Beiersdorf S.p.A, Italy
1997–2000 Associate, Baker & McKenzie, Italy
2000–2001 Secondments as In-house Legal Counsel, Recordati S.p.A.
2001–2009 Senior Associate, Baker & McKenzie, Italy
2009–2009 Secondment, Baker & McKenzie, Germany
2011–2013 Counsel, Baker & McKenzie, Italy
2013–2014 Partner, Baker & McKenzie, Italy
2014–2016 Group Compliance Officer and Legal Counsel, Sika Italia S.p.A.
2016–2019 Group Compliance Officer, Sika AG
Since 2019 Head Human Resources & Compliance, Sika AG
Since 2020 Member of Group Management, Sika AG
Since 2023 Head Human Resources, Legal & Compliance, Sika AG

Diane Nicklas (1969, Germany)

Dr. Ing. Metallurgie und Werkstofftechnik

1994–2001 Research work for the German automotive and steel industries. Subsequently: doctorate at the Rheinisch Westfälisch Technische Hochschule (RWTH Aachen University), Germany
2001–2003 Executive Assistant to the CEO of Saint-Gobain SEKURIT (automotive glass), Aachen, Germany
2003–2007 Director of Global Development Projects, Saint-Gobain SEKURIT (automotive glass), Compiègne, France
2007–2013 Director of Global Sales, Saint-Gobain SOLAR (solar glass), Paris, France
2013–2021 Director of Global Sales and Strategy, Saint-Gobain SEFPRO (ceramic refractories for the glass industry), Avignon, France
2021–2022 M&A Advisor, Livia Group, Munich, Germany
Since 2021: Board Member, freelance Strategic Consultant for companies in the glass and glass supply industry

Governing mandates

Member of Hans Oetiker Holding AG, Horgen, Switzerland

Jean-Philippe Rochat (1957, Epalinges, Canton of Vaud)

Lic. en droit, University of Lausanne, Switzerland, Lawyer

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 & Associates, Lausanne, Switzerland
Since 2015: Partner Lawyer at Kellerhals Carrard, Lausanne, Switzerland

Governing mandates

Member of Investissements Fonciers SA – La Foncière, Lausanne, Switzerland/Member of Vaudoise Assurances Holding SA, Lausanne, Switzerland/Member of Hochdorf Holding AG, Hochdorf, Switzerland/Member of Sagrave Holding SA, Lausanne, Switzerland

Other official positions

Honorary consul of Finland in Lausanne, Switzerland 

Members of the BoD of 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, Urs Kaufmann and Jean-Philippe Rochat are also members of the BoDs of other listed companies, as set out here.