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 | 2012 | Non-executive |
Professional career
Other activities
Professional career
Other activities
Professional career
Other activities
Professional career
Other activities
Professional career
Other activities
All non-executive Members of the Board of Directors in the financial years 2006 to 2009 belonged to neither the key management of Von Roll Holding AG nor to one of its subsidiaries, nor did they have significant business relations with the latter.
Information on the other activities and interests of the Members of the Board of Directors is shown in section.
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 Directors in financial year 2007, the staggering is currently not in place. Four Directors (T. Limberger, G. Egli, G. Amtstätter, Dr. P. Kalantzis) were appointed for the first time in 2007 for a term of office until the Annual General Meeting 2010 and one Director (G. Peskes) was appointed for the first time in 2000 and re-elected in 2009 for a term of office until the Annual General Meeting 2012. 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. 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 following paragraphs summarise the main elements of the Rules of Procedure.
3.4.1 Division of responsibilities and working methods of the Board of Directors
The Board of Directors constitutes itself by annually electing a Chairman, a Vice Chairman, a delegate and the members of the committees from its members. The individual functions are listed in section 3.1. The Board of Directors appoints a minute-taker 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 seven times during the reporting year. On average the meetings lasted three hours. The dates for the ordinary meetings are set at an early stage so that most members were usually able to attend in person.
3.4.2 Committees of the Board of Directors and their methods of operation
The Board of Directors has the following committees:
Audit Committee
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 three times in total during the reporting year. On average the meetings lasted three hours and forty minutes.
People & Remuneration Committee
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 People & Remuneration 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. It may seek outside expert advice from time to time to support its recommendations.
It comprises the Board Members G. Amtstätter (Chairman), G. Egli and Dr. P. Kalantzis. The CEO and
Chairman attends the People & Remuneration Committee´s meetings, apart from when his remuneration is being discussed. During the reporting year, the People & Remuneration Committee met three times, for an average of one hour each time.
3.4.3 Working methods of the Board of Directors and its Committees
The relevant information can be found in sections 3.4.1 and 3.4.2.
The Board of Directors is responsible for the company´s overall management as well as supervising the management of Von Roll Holding AG 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 Rules of Procedure. 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 million. Furthermore, the Board of Directors decides on investments in technology depending on the type of investment that exceed CHF 1 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.
The Board of Directors and Executive Management attach a great deal of importance to the careful handling of risks and expanded their risk management during the reporting year. In addition to ensuring that comprehensive and effective insurance cover is in place, risk management involves the systematic identification, assessment and reporting of strategic, operational and financial risk. 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 risk management to the Executive Management every six months. The Board of Directors is informed immediately of risks involving gross exposure of over CHF 25 million. Risk management is not only limited to the Group´s finances but includes all business segments and companies. Suitable management instruments were allocated to the risks identified within the segments. According to their importance, risks were allocated to the core processes procurement, production and sales, and in accordance with risks to support processes such as IT, communications technology and Human Resources. The risk assessment carried out is based on information obtained in interviews with key employees. Risks are categorised in accordance with the same framework as that used in the internal control system. For the top ten risks (including those which can lead to incorrect or fraudulent reporting), a detailed probability and impact analysis was carried out, which constitutes the basis for the introduction of an appropriate risk management system. Risk management activities are focused on hedging currency and metal price risks and in managing receivables. Furthermore, new risks are identified through direct contact between the departments and risk management.