3. Board of Directors
The Board of Directors of Von Roll Holding AG comprises the following members:
| Name | Nationality | Born | Position | Member since | Term of office | Function |
|---|---|---|---|---|---|---|
| Thomas Limberger | D | 1967 | Chairman | 2007 | 2010 | Delegate |
| Guido Egli | CH | 1951 | Vice Chairman | 2007 | 2010 | Non-executive |
| Gerd Amtstätter | D | 1943 | Member | 2007 | 2010 | Non-executive |
| Dr. Peter Kalantzis | CH/GR | 1945 | Member | 2007 | 2010 | Non-executive |
| Gerd Peskes | D | 1944 | Member | 2000 | 2009 | Non-executive |
Information on other activities and interests of the Board of Directors is shown in section 3.1.
The members of the Board of Directors are normally individually elected on a staggered basis for a term of three years by the Annual General Meeting. As a result of the election of a completely new Board of Managing Directors in financial year 2007, this staggering is currently not in place; the term of office for four Directors ends at the Annual General Meeting in 2010 and for one Director in 2009. In accordance with the Rules of Procedure of Von Roll Holding AG, each member of the Board of Directors is obliged to resign from office at the latest by the Annual General Meeting of the calendar year following the calendar year in which that member turns 72.
The organisation of the Board of Directors and its committees is detailed in the Rules of Procedure which can be be found on Von Roll AG's website, www.vonroll.com, under "Rules of Procedure" in the Corporate Governance section under Investor Relations. The following paragraphs summarise the main elements of the Rules of Procedure.
The Board of Directors constitutes itself by annually electing a Chairman, a Vice Chairman and the members of the committees from its members. The individual functions are listed in section 3.1. The Board of Directors appoints a minutetaker who does not have to be a member of the Board of Directors. The Board of Directors makes its decisions and decides elections with an absolute majority of the votes cast. In the event of a tied vote, the Chairman has the casting vote. The members of the Executive Management participate without voting rights in meetings for the agenda items relating to business activities. The invitation letter to the meeting shows all the agenda items that a member of the Board of Directors, a committee or the CEO wishes to discuss. The participants of the meeting receive detailed written documentation in advance for all motions.
The Chairman convenes the Board of Directors as often as business operations require. The Board of Directors met 15 times during the reporting year. On average, the meetings lasted two and a half hours. The dates for the ordinary meetings are set at an early stage so that most members were usually able to attend in person.
The Board of Directors has the following committees:
The Audit Committee is a standing committee of the Board of Directors. It supports the Board of Directors in the assumption of its responsibility for the Group in the area of financial reporting, the application of accounting standards and systems and the external audit. The activities of the Audit Committee do not release the Board of Directors from its legal obligations and the decision-making power remains with the Board of Directors. The Audit Committee comprises three members of the Board of Directors: G. Peskes (Chairman), G. Amtstätter and Dr. P. Kalantzis. The CFO attends the Audit Committee meetings. The Audit Committee met four times in total during the reporting year. On average the meetings lasted three hours.
The People & Remuneration Committee is responsible for monitoring the selection of managers as well as their terms of employment. The members verify and propose the remuneration of the Board of Directors and the managers as well as any option and stock option plans. The committee has no decision-making powers. The duties and competences assigned to the Board of Directors under the Rules of Procedure and by law remain with the full Board of Directors. The committee may seek outside expert advice from time to time to support its recommendations. The People & Remuneration Committee comprises the Board members G. Amtstätter (Chairman), G. Egli and Dr. P. Kalantzis. The CEO and Chairman attends the Committee's meetings, apart from when his remuneration is being discussed. During the reporting year, the Committee met three times for an hour on average.
The Board of Directors is responsible for the company's overall management as well as supervising the management of the company and the Group, in particular with regard to compliance with legislation, the Articles of Association, regulations and instructions. The Board of Directors issues the necessary directives regarding business policy and receives regular reports about business development and may give orders and instructions to the CEO. The powers and responsibilities and nature of cooperation between the Board of Directors and the Executive Management are stipulated in the organisational and business regulations. These are available on Von Roll Holding AG's website, www.vonroll.com, under Rules of Procedure in the Corporate Governance section under Investor Relations.
The Board of Directors has delegated responsibility for business operations to the CEO of Von Roll Holding AG. However, in accordance with its resolution, the Board of Directors continues to make important personnel decisions and decisions regarding acquisitions and divestments exceeding CHF 1.0 million. Furthermore, the Board of Directors decides on investments in technology depending on the type of investment that exceed CHF 1.0 million as well as other matters that are relevant to the Group and cannot be delegated by law.
The Executive Management provides transparent and timely information and documentation to the Board of Directors. Each member of the Board of Directors receives the detailed monthly financial statements plus comments, quarterly financial statements (first and third quarter), half-yearly and annual financial statements. The CEO and CFO also report to the meetings of the Board of Directors on business activities and all matters relevant to the Group including significant legal cases. Site visits complete the information received. Each year, based on the proposals of the CEO and CFO, the Board of Directors discusses and approves the next year's budget, which it then regularly reviews. Once a year, the Board of Directors reviews the strategic direction of the Group at a two-day conference.
The Board of Directors and the Executive Management attach considerable importance to the careful handling of risks and expanded risk management during the reporting year. In addition to ensuring comprehensive and effective insurance cover, risk management involves the systematic identification, assessment and reporting of strategic, operational and financial risks. Strategic risks are primarily assessed by the Board of Directors, while financial and operational risks are assessed by the Executive Management.
The Risk Manager reports on risks management to the Executive Management on a half-yearly basis. The Board of Directors is informed immediately of risks involving gross exposure of over CHF 25 million.
Risk management is not limited to financial concerns but encompasses all business divisions and companies. The inclusion of Von Roll Transformer Ltd. in the risk management system will be implemented in the next financial year. Suitable management instruments were allocated to the risks identified within the divisions. According to their importance, risks are allocated to the core processes procurement, production and unit sales, as well as by risks to the support processes such as ICT and Human Resources.
The Board of Directors and management introduced a half-yearly risk assessment and a risk management process in 2008. The half-yearly risk assessment is based on information obtained in interviews with key employees. The risks are categorised according to the same framework used in the internal control system. For top risks (including those that can lead to incorrect reporting) a detailed probability and impact analysis is carried out which forms the basis for the introduction of an appropriate risk management process.
Activities in risk management centre on hedging currency and metal price risks as well receivables management. Furthermore, new risks are identified through direct contact between the departments and risk management.