BOARD OF DIRECTORS
The Board of Directors determines the Company’s guiding principles and strategic direction. It is the Company’s ultimate governing body and is therefore responsible for overseeing the Executive Management. At the balance sheet date the Board consists of three members.
1./2. Members of the Board of Directors/Other activities and interests
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.
Dr. Wolfgang Zürcher, Chairman
Wolfgang 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. Mr. Zürcher is also a notary of the Canton of Zug and a recognized representative on the SIX Swiss Exchange.
David C. Schärli, Member
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
Markus 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. He joined the Executive Board of ICN Immobilien Consult Nuremberg in 2000, where he continues to be responsible for acquisitions and commercial and technical portfolio management. As a real estate family office, ICN manages a portfolio focusing on office and retail properties in major German cities.
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 Company’s 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. Züblin’s 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
Members of the Audit Committee (AC) and the Investment Committee (IC) are elected for a one-year term of office at a constituent meeting of the Board of Directors 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)
Chair: David C. Schärli (until 22 January 2023 Vladislav Osipov) / Members: Dr. Wolfgang Zürcher and Dr. Markus Wesnitzer.
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)
Chair: Dr. Wolfgang Zürcher / Members: David C. Schärli and Dr. Markus Wesnitzer.
The NCC defines the guidelines for the compensation of the Board of Directors and the Management and sets the personal targets that form the basis for the Operating Performance Bonus. Furthermore, the NCC is responsible for the appointment and dismissal of members of the Executive Management as well as members of the Board of Directors of subsidiaries.
5.2.3 Investment and Strategy Committee (IC)
Chair: Dr. Markus Wesnitzer. / Members: Dr. Wolfgang Zürcher and David C. Schärli.
The IC monitors the processes for purchases and/or sales of properties as well as compliance with and implementation of the strategic investment guidelines.
5.3 Work methods of the Board of Directors and its committees
The Board of Directors convenes as often as business requires. Meetings are held physically, by telephone or in the form of video conferences. In the 2022/23 business year, the Board of Directors met seven times for an ordinary meeting and three times for an extraordinary meeting. The average duration of the meetings is five hours. The Board of Directors constitutes a quorum when the majority of its members are present. Resolutions are made by majority of vote. In the event of a tie, the Chairman shall have the deciding vote. Extraordinary meetings of the Board of Directors shall be convened as necessary and resolutions shall be passed by circular letter. All meetings, whether held physically or by video or telephone conference, shall be minuted and any resolutions passed by circularisation shall be recorded in the minutes of the next meeting. The Executive Management is generally present at the meetings of the Board of Directors.
Consultations in the AC mainly take place in the context of preparing the annual and half-year financial statements or when special business requires it. In the 2022/23 business year, the audit committee met three times for a meeting lasting approximately 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 twice in the financial year 2022/23 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.
Consultations in the IC take place mainly in connection with the acquisition/disposal of real estate. During the reporting period, the IC met twice for a meeting lasting approximately 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 Company’s website https://www.zueblin.ch/en/company/#formelles or directly from the company). In its role as the company’s ultimate governing body, the Board of Directors is responsible for:
In its role as the company’s ultimate governing body, the Board of Directors is responsible for:
- the overall direction of the Company and the issuance of the necessary directives;
- the determination of the organization;
- the structuring of accounting, financial control and financial planning, insofar as this is necessary for the Management of the Company;
- the appointment and dismissal of persons entrusted with the management and representation of the company and the determination of their signing authority;
- the overall supervisory control of the persons entrusted with the management of the company, also with regard to compliance with the law, the Articles of Incorporation, regulations and directives;
- the preparation of the annual report, the compensation report as well as the preparation of the general meeting and the execution of its resolutions.
- the filing of a motion for debt-restructuring moratorium and the notification of the court in case of over-indebtedness;
Special regulations are applied to the investment process. The Board of Directors has drawn up guidelines for this purpose, which regulate the investment objectives, performance and quality requirements, and decides 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 comprehensive 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
The Executive Management regularly submits structured reports to the Board of Directors. The flow of information between the Board of Diretors and the Executive Management is also assured by virtue of the fact that Executive Management usually attends the meetings of the Board of Directors.
In particular, the Board of Directors has the following information and control instruments at its disposal:
- 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 caslh 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 the size of the company, there is no internal audit. Third parties or the auditing company are mandated on a case-by-case basis for any necessary clarifications or audits. This was not the case in the reporting year.