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. At the balance sheet date the Board consists of four members.
None of the members of the current Board of Directors exercised an executive function within the Züblin Group or one of its Group companies during the past three reporting periods, nor do they have a significant business relationship with the Group. For further information, please refer to Note 5.12 “Related parties”, in the Notes to the Consolidated Financial Statements of the Züblin Group.
1./2. Members of the Board of Directors/Other activities and interests
Dr. Wolfgang Zürcher, Chairman
Dr. Wolfgang Zürcher joined the Board of Directors in 2014 and was newly elected Chairman of the Board of Directors by the AGM on 18 June 2019. In addition, he chairs the Nomination/Compensation Committee (NCC) and is a member of the Audit (AC) and the Investment Committee (IC).
Dr. Zürcher holds a doctorate in law from the University of Zurich and a Master of Laws (LL.M.) from the University College London. He works as an attorney at Wenger Vieli Ltd. law firm and is a board member of various listed and non-listed companies. Dr. Zürcher is also a notary of the Canton of Zug and a recognized representative on the SIX Swiss Exchange.
Vladislav Osipov, Member
Dipl. Ing. Vladislav Osipov joined the Board of Directors of Züblin in 2012. He is Chairman of the Audit Committee (AC) and a member of the Nomination/Compensation & Corporate Governance Committee (NCC) as well as the Investment Committee (IC).
Vladislav Osipov studied Mechanical Engineering at the renowned Moscow Aviation Institute (National Research University) in Moscow as well as Business Administration at the Moscow International University. Between 1994 and 2005 he held various management positions within the ABB Group in Moscow, and from 2000 in Germany. Since 2007, Mr. Osipov has been living and working in Switzerland. In addition to various management positions in Swiss companies – among others Coalco AG – he headed the Swiss family office of a global steel trading and real estate investor. Since 2010, he has been managing director of Centiveo AG, a multi-family office management company based in Zurich.
David C. Schärli, Member
David C. Schärli joined Züblinʼs Board of Directors in 2020. He is a member of the Audit Committee (AC), the Nomination/Compensation & Corporate Governance Committee (NCC) as well as the Investment Committee (IC).
David Schärli studied law at the University of St. Gallen (graduation 2004). After working for the law firm Advokatur Mühlebach and for the Private Bank Reichmuth & Co. both in Lucerne, he became shareholder and managing partner of the Zurich-based investment company Wiederkehr Associates AG in 2011, whose focus is on asset management as well as direct investments and real estate. Since 2014, he acts as the founder and Chairman of Concorde Industries Ltd.
Dr. Markus Wesnitzer, Member
Dr. Markus Wesnitzer joined the Board of Directors of Züblin in 2006. He is the Chairman of the Investment Committee (IC) as well as member of the Audit (AC) and the Nomination/Compensation & Corporate Governance Committee (NCC).
Dr. Wesnitzer studied Economics at the University of Erlangen-Nürnberg and obtained a PhD at University of Bamberg. Since 1996, he has been responsible for the Real Estate Division at Schickedanz Holding in Fürth. In the year 2000, he joined the Executive Board of ICN Immobilien Consult Nuremberg, where he has been responsible for acquisitions and commercial and technical portfolio management since then. As a real estate family office, ICN manages a portfolio focusing on office and retail properties in major German cities and Switzerland.
3. Statutory rules on the number of permissible activities of the members of the Board of Directors in terms of Article 12 para. 1 no. 1 of the 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 by the AGM 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.
At the balance sheet date, the Board consisted of four members. They are all non-executive and independent Directors within the meaning of the Swiss Code of Best Practice for Corporate Governance. Züblinʼs Board Members have no business relationships with Züblin Immobilien Holding AG or its Group Companies. There are no interlockings on Board of Directors.
4.2 Nomination, Compensation and Corporate Governance Committee (NCC)
The members of the NCC are elected individually by the AGM for a term of office of one year.
4.3 Other Committees
The other committees and their members (Audit and Investment Committee) are elected for a one-year term of office at a constitutive Board Meeting following the AGM.
5. Internal organization
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 Vladislav Osipov. The other members are Dr. Wolfgang Zürcher, Dr. Markus Wesnitzer. and David Schärli. The Audit Committee supervises the Executive 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 Vladislav Osipov, Dr. Markus Wesnitzer and David Schärli. 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)
The Chairman of the IC is Dr. Markus Wesnitzer. Dr. Wolfgang Zürcher, Vladislav Osipov and David Schärli act as members. The Committee monitors compliance with the processes for purchases and sales of properties and ensures that the strategic investment guidelines are implemented.
5.3 Work methods of the Board of Directors and its committees
The Board of Directors convenes physically, by telephone or in the form of video conferencing as as often as business requires. For the financial year 2021/22 the Board of Directors met for seven ordinary as well as four extraordinary meetings. 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 are convened pysically or in the form of calls or videoconferencing 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 the financial year 2021/22 the AC met five times for an average duration of two hours.
Meetings of the NCC are held primarily with regard to setting the compensation for the Board of Directors and Executive Management. The NCC met once in the financial year 2021/22 for a two hour meeting. In the year under review, no external advisors were consulted for the determination of compensation, stock option programs or other compensation relevant mandates.
Meetings of the IC mainly take place in connection with the acquisition of properties. During the reporting period, the IC met three times for a duration of two hours.
The attendance rate at Board and Committee meetings was 100%.
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 Board of Directors acts as a collective body. Unless its resolutions and the Organizational Regulations provide otherwise, Board Members may not have any personal authority over the Company and therefore cannot issue any instructions of their own accord.
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 https://www.zueblin.ch/en/company/#formelles or directly from the company). In its role as the companyʼs ultimate governing body, the Board of Directors is responsible for:
- maintaining overall oversight of the company and laying down its organizational structure
- structuring accounting, financial planning and financial control
- appointing and dismissing members of the companyʼs management and persons empowered to represent the company and stipulating their signature powers
- 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
- 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 the Executive Management.
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:
- Group consolidation including comparison with previous year and budget as well as an analysis of any deviations (quarterly management information system)
- Reports on financing activities including cash management
- Detailed reports from Executive Management on the development of the portfolio
- 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.
- ICS – Internal Control System.
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. No such instances occurred during the reporting year.
