Board of directors

The Board of Direc­tors deter­mines the Com­pa­nyʼs guid­ing prin­ci­ples and strate­gic direc­tion. It is the Com­pa­nyʼs ulti­mate gov­ern­ing body and is there­fore respon­si­ble for over­see­ing the Exec­u­tive Man­age­ment. Since the last AGM there were no per­son­nel changes in the Board of Directors. 

The fol­low­ing list pro­vides an overview of the mem­bers of the Board of Direc­tors as of 31 March 2018.

As of 31 March 2018, the mem­bers of the Board of Direc­tors were inde­pen­dent with the excep­tion of Dr. Iosif Baka­leynik and Vladislav Osipov.

1./2. Members of the Board of Directors/Other activities and interests

^{From left: Dr. Ioisif Baka­leynik, Chair­man / Vladislav Osipov, Mem­ber / Dr. Markus Wes­nitzer, Mem­ber / Dr. Wolf­gang Zürcher, Member}

Dr. Iosif Bakaleynik

Dr. Iosif Baka­leynik joined the Board of Direc­tors in 2014 and is cur­rent­ly Chair­man of the Board of Direc­tors, mem­ber of the Nom­i­na­tion, Com­pen­sa­tion and Cor­po­rate Gov­er­nance Com­mit­tee, the Invest­ment and Strate­gic Com­mit­tee as well as CEO of the com­pa­ny. Dr. Baka­leynik has broad expe­ri­ence in lead­er­ship roles at a range of inter­na­tion­al com­pa­nies. From 2008 until 2014 he has been advi­sor to the Chair­man of the Board of Ren­o­va Man­age­ment AG, Mr. Vic­tor Vek­sel­berg. He was also Chair­man of the Super­vi­so­ry Board of Ren­o­va US Hold­ings Ltd., a sub­sidiary of the Ren­o­va Group. Fur­ther­more, he is a mem­ber of the Board of Trustees of the Inter­na­tion­al Tax and Invest­ment Cen­ter (ITIC), served as a Direc­tor of Inte­gra Group, a LSE list­ed com­pa­ny (2007 – 2014), and as Direc­tor of the NASDAQ list­ed CIFC Corp. (2014–2015). Dr. Baka­leynik holds an MBA from Har­vard Busi­ness School and a Mas­terʼs Degree as well as a doc­tor­ate in eco­nom­ics from the State Uni­ver­si­ty of Moscow. 

Vladislav Osipov

Dipl. Ing. Vladislav Osipov joined the Board of Direc­tors in 2012. He is the man­ag­ing direc­tor of Cen­tiveo AG, a fam­i­ly office man­age­ment com­pa­ny. Besides sev­er­al man­age­ment roles in Swiss com­pa­nies (among oth­ers Coal­co AG), his past work includes serv­ing as the Sec­re­tary to the CEO/Chairman of Ren­o­va Man­age­ment AG, Zurich. Between 1994 and 2005 Mr. Osipov held var­i­ous senior posi­tions in Ger­many and Rus­sia with­in the ABB Group. 

Dr. Markus Wesnitzer

Dr. Markus Wes­nitzer joined the Board of Direc­tors in 2006. He was respon­si­ble for the real estate divi­sion of Schickedanz-Hold­ing in Fürth, Ger­many since 1996. In 2000 he joined the Man­age­ment Board of ICN Immo­bilien Con­sult Nurem­berg and has been in charge of acqui­si­tions and asset and prop­er­ty man­age­ment. ICN man­ages a real estate port­fo­lio for the Schickedanz Group fam­i­ly with the empha­sis on office space and com­mer­cial premis­es in major Ger­man cities. 

Dr. Wolfgang Zürcher

Dr. Wolf­gang Zürcher joined the Board of Direc­tors in 2014. He works as an attor­ney at Wenger & Vieli. He is a mem­ber of the Board of a num­ber of list­ed and unlist­ed com­pa­nies. Dr. Zürcher is a cer­ti­fied notary of the can­ton of Zug and a reg­is­tered rep­re­sen­ta­tive at SIX Swiss Exchange. Wolf­gang Zürcher holds a doc­tor­ate in law from the Uni­ver­si­ty of Zurich and a Mas­ter of Laws (LL.M.) from Uni­ver­si­ty Col­lege London. 

With the excep­tion of Dr. Iosif Baka­leynik, none of the Direc­tors holds exec­u­tive office with­in the Züblin Group or has a sig­nif­i­cant busi­ness rela­tion­ship with it. For fur­ther infor­ma­tion see Note 5.13 “Relat­ed par­ties”, in the notes to the con­sol­i­dat­ed finan­cial state­ments of the Züblin Group.

None of the non-exec­u­tive board direc­tors was a mem­ber of man­age­ment of the list­ed Com­pa­ny or a sub­sidiary in the last three report­ing periods.

3. Ordinance against excessive pay in listed companies (VegüV)

Under the Com­pa­nyʼs arti­cles of asso­ci­a­tion (Art. 21), the mem­bers of the Board of Direc­tors may not hold more than 15 oth­er direc­tor­ships, of which no more than 5 may be in list­ed companies.

4. Elections and terms of office

4.1 Board of Directors 

The mem­bers of the Board of Direc­tors are elect­ed indi­vid­u­al­ly for a term of office of one year, with the Chair­man of the Board being elect­ed at the same time. As a rule the mem­bers of the Board of Direc­tors step down when they reach the age of 70. The Board of Direc­tors of Züblin Immo­bilien Hold­ing AG is is cur­rent­ly made up of three non-exec­u­tive direc­tors. There are cur­rent­ly no inter­lock­ing mem­ber­ships on oth­er boards of directors.

4.2 Audit Committee (AC)

The mem­bers of the AC are elect­ed indi­vid­u­al­ly for a term of office of one year.

4.3 Nomination, Compensation and Corporate Governance Committee (NCC)

The mem­bers of the NCC are elect­ed indi­vid­u­al­ly for a term of office of one year.

5. Internal organizational structure

5.1 Allocation of responsibilities within the Board of Directors 

The roles of Vice-Pres­i­dent and Del­e­gate of the Board of Direc­tors do not exist. A divi­sion of respon­si­bil­i­ties with­in the Board of Direc­tors is not envisaged. 

5.2 Board committees, their responsibilities and powers 

The task of the com­mit­tees is to pre­pare the ground­work for deci­sions by the full Board. Deci­sions are tak­en by major­i­ty vote.

5.2.1 Audit Committee (AC)

The Chair­man of the Audit Com­mit­tee is Dr. Markus Wes­nitzer. The oth­er mem­bers are Vladislav Osipov and Dr. Wolf­gang Zürcher. The Audit Com­mit­tee super­vis­es Group Man­age­ment with regard to imple­men­ta­tion of cor­po­rate strat­e­gy, com­pli­ance with statu­to­ry and oth­er reg­u­la­tions, inter­nal reg­u­la­tions and direc­tives, and risk man­age­ment. It also super­vis­es the audi­tors, and reviews the results of the annu­al audit as well as the account­ing prin­ci­ples and finan­cial con­trol mechanisms.

5.2.2 Nomination, Compensation and Corporate Governance Committee (NCC)

The Chair­man of the NCC is Dr. Wolf­gang Zürcher. The oth­er mem­bers are Dr. Iosif Baka­leynik and Dr. Markus Wes­nitzer. The NCC lays down the prin­ci­ples for the com­pen­sa­tion of the Board of Direc­tors and the Exec­u­tive Man­age­ment, includ­ing the def­i­n­i­tion of indi­vid­ual tar­gets for the Exec­u­tive Man­age­ment which form the basis for the oper­at­ing per­for­mance bonus. NCC is also respon­si­ble for the appoint­ment and dis­missal of the mem­bers of the Exec­u­tive Man­age­ment and Board Mem­bers of sub­sidiary companies.

5.2.3 Investment and Strategy Committee (IC)

Dr. Iosif Baka­leynik is Chair­man of the IC, Dr. Markus Wes­nitzer acts as mem­ber. The Com­mit­tee mon­i­tors com­pli­ance with the process­es for pur­chas­es and sales of prop­er­ties and ensures the strate­gic invest­ment guide­lines are implemented.

5.3 Work methods of the Board of Directors and its committees

The Board of Direc­tors con­venes as often as busi­ness requires. In finan­cial year 2017/18, the Board of Direc­tors met four times for an ordi­nary as well as once for an extra­or­di­nary (e.o.) meet­ing. On aver­age, the meet­ings last five hours. The Board of Direc­tors is quo­rate when a major­i­ty of its mem­bers are present. Deci­sions are tak­en by major­i­ty vote. In the event of a tied vote, the Chair­man has the cast­ing vote. E.o. meet­ings of the Board of Direc­tors or con­fer­ence calls are con­vened and deci­sions tak­en by cir­cu­lar res­o­lu­tion if required. Min­utes are tak­en of Board meet­ings and con­fer­ence calls; deci­sions tak­en by cir­cu­lar res­o­lu­tion are record­ed in the min­utes of the fol­low­ing meet­ing. Exec­u­tive Man­age­ment usu­al­ly par­tic­i­pates in the meet­ings of the Board of Directors. 

Meet­ings of the AC take place pri­mar­i­ly in prepa­ra­tion for the annu­al and semi-annu­al reports or if par­tic­u­lar trans­ac­tions so require. In finan­cial year 2017/2018, the AC met two times. 

Meet­ings of the NCC are held pri­mar­i­ly with regard to set­ting the com­pen­sa­tion for the Board of Direc­tors and Exec­u­tive Man­age­ment. The NCC met twice in finan­cial year 2017/18.

6. Definition of areas of responsibility

The orga­ni­za­tion of the Board of Direc­tors and Exec­u­tive Man­age­ment is gov­erned by the orga­ni­za­tion­al rules and reg­u­la­tions approved by the Board of Direc­tors in July 2015 and is repro­duced in sum­ma­ry form below. 

The non-trans­fer­able duties of the Board of Direc­tors are list­ed in detail in the arti­cles of asso­ci­a­tion under arti­cle 16 (avail­able on the Com­pa­nyʼs web­site www.zueblin.ch or direct­ly from the com­pa­ny). In its role as the com­pa­nyʼs ulti­mate gov­ern­ing body, the Board of Direc­tors is respon­si­ble for: 

1. main­tain­ing over­all over­sight of the com­pa­ny and lay­ing down its orga­ni­za­tion­al structure
2. struc­tur­ing account­ing, finan­cial plan­ning and finan­cial control
3. appoint­ing and dis­miss­ing mem­bers of the com­pa­nyʼs man­age­ment and per­sons empow­ered to rep­re­sent the com­pa­ny and stip­u­lat­ing their sig­na­ture powers
4. super­vis­ing and over­see­ing the activ­i­ties of Exec­u­tive Man­age­ment, appoint­ing and dis­miss­ing mem­bers of Exec­u­tive Man­age­ment includ­ing with regard to their com­pli­ance with the law, arti­cles of asso­ci­a­tion, reg­u­la­tions and directives
5. prepa­ra­tion of the annu­al report and the Annu­al Gen­er­al Meet­ing and sub­se­quent imple­men­ta­tion of its resolutions

The process­es apply­ing to the pur­chase of real estate are dealt with sep­a­rate­ly. The Board of Direc­tors has drawn up guide­lines for these pur­chas­es, which gov­ern invest­ment tar­gets, per­for­mance and qual­i­ty spec­i­fi­ca­tions. The Board of Direc­tors takes all deci­sions on the pur­chase and sale of real estate on the basis of pro­pos­als from Exec­u­tive Man­age­ment. The approval of the Board of Direc­tors is always required in cas­es when an acqui­si­tion is con­nect­ed with a cap­i­tal increase or the issuance of a bond. 

All oth­er duties, in par­tic­u­lar the man­age­ment of the ongo­ing oper­at­ing busi­ness, are the respon­si­bil­i­ty of Exec­u­tive Man­age­ment. Exec­u­tive Man­age­ment sub­mits a bud­get with a three-year busi­ness plan (includ­ing a bud­get for prop­er­ty ren­o­va­tions) to the Board of Direc­tors every year and is respon­si­ble for imple­ment­ing it once it has been agreed. Reg­u­la­tions gov­ern­ing approval lim­its also stip­u­late which finan­cial deci­sions can be tak­en by Exec­u­tive Man­age­ment and which have to be sub­mit­ted to the Board of Directors.

7. Information and control instruments vis-à-vis Executive Management 

Exec­u­tive Man­age­ment sub­mits reg­u­lar struc­tured reports to the Board of Direc­tors. The flow of infor­ma­tion between the Board of Dire­tors and Exec­u­tive Man­age­ment is also assured by virtue of the fact that Exec­u­tive Man­age­ment usu­al­ly attends the meet­ings of the Board of Directors. 

Fol­low­ing infor­ma­tion and con­trol instru­ments are avail­able to the Board of Directors:

1. Group con­sol­i­da­tion includ­ing com­par­i­son with pre­vi­ous year and bud­get as well as an analy­sis of any devi­a­tions (quar­ter­ly man­age­ment infor­ma­tion system)
2. Reports on financ­ing activ­i­ties includ­ing cash management
3. Detailed reports from Exec­u­tive Man­age­ment on the devel­op­ment of the portfolio
4. Risk man­age­ment sys­tem (quar­ter­ly risk sen­si­tiv­i­ty analy­sis bro­ken down into prop­er­ty mar­ket and financ­ing risks. For fur­ther infor­ma­tion on risk man­age­ment, please refer to the notes in the con­sol­i­dat­ed finan­cial state­ments, sec­tion 3.
   
5. ICS – Inter­nal con­trol sys­tem (risk-opti­mized process­es and controls)

Due to its size the com­pa­ny does not have an inter­nal audit func­tion. If any reviews or inves­ti­ga­tions are required Züblin there­fore com­mis­sions third par­ties or exter­nal audi­tors to per­form these. How­ev­er, no such instances occurred dur­ing the report­ing year.