Corporate governance
Corporate governance
Introduction
The following explanations contain the material information for the Vetropack Group as laid out in the Directive Corporate Governance (DCG) issued by SIX Swiss Exchange on 29 June 2022.
Operational group structure
Refer to the illustration here.
Group companies
For shareholdings and their percentage breakdowns, refer to the illustration here.
Capital structure
Details of the share capital are provided here. For details of changes to capital structure within the last three years, refer to "Changes in consolidated shareholders' equity". Vetropack Holding Ltd does not issue options on participation rights.
Dividents
Registered shares A and registered shares B are entitled to dividends.
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List of significant shareholders with holdings > 3%
31.12.2023 | 31.12.2022 | |||||
No. of | No. of | No. of | No. of | |||
registered | registered | Voting | registered | registered | Voting | |
shares A | shares B | rights in % | shares A | shares B | rights in % | |
Cornaz shareholder group according | ||||||
to latest SIX notification | 1 264 610 | 30 250 000 | 71.6 | 1 264 610 | 30 250 000 | 71.6 |
There is one shareholders' agreement between the Cornaz AG-Holding shareholders and anoth er between Cornaz AG-Holding and other shareholders.
The core elements of both agreements are as follows:
- concerted exercise of voting rights at the Annual General Assembly;
- mutual tender obligation for the shares upon sale.
With regard to the voting shares indicated above, it should be noted that there is no obligation to report changes to the voting share which do not affect a threshold value. Accordingly, the num ber of voting shares disclosed above may differ from the notifications published on the SIX Ex change Regulation website in accordance with Arts. 120 ff, Financial Market Infrastructure Act (FinMIA). No disclosure reports as defined by Art. 120, FinMIA were submitted to the company in the reporting year. A notification was submitted to SIX on 19 September 2023 in accordance with Art. 121, FinMIA.
Detailed information on notifications in accordance with Arts. 120 ff, FinMIA can be accessed on the SIX Exchange Regulation website via the following link:https://www.ser-ag.com/en/resources/notifications-market-participants/significant-shareholders.html#/
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Corporate Governance
Board of Directors (BoD)
Principles underlying the voting procedure for members of the Board of Directors and their terms of office
The members of the Board of Directors of Vetropack Holding Ltd are each elected by the Annual General Assembly of Shareholders (AGA) on a yearly basis. Re-election is permitted. Each year, the AGA elects the Chairman of the Board of Directors and the individual members of the Nomi nation and Compensation Committee (NCC), who must be members of the Board of Directors, as well as the independent proxy. Their term of office shall end upon the conclusion of the next ordi nary AGA. The BoD appoints the Chairman of the NCC.
BoD's duties
The BoD performs its duties as laid out in the Swiss Code of Obligations (CO), Art. 716a.
In addition, the BoD Chairman has the following main duties:
- Preparing and issuing the invitations to the AGA jointly with the CEO;
- Drawing up the agenda for BoD meetings, and issuing invitations and relevant documentation jointly with the CEO;
- Chairing the AGA and the BoD meetings;
- Monitoring the implementation of resolutions passed by the AGA and the BoD;
- In urgent cases, the BoD Chairman can conclude transactions that fall within the responsibility of the BoD by executive decision. Any such actions are communicated in writing to the mem bers of the BoD without delay.
Division of responsibilities between the
BoD and the Management Board (MB)
Those duties which are not reserved for the BoD in accordance with Art. 716a, CO are delegat ed to the MB. This means that the MB can act freely within the guidelines laid down by the BoD, but is also fully responsible for the operational management of the Group.
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Working methods
In 2023, the BoD exercised its duty of oversight and supervision by receiving and discussing writ ten and oral reports from the MB at five ordinary meetings (most of which lasted an entire day), and by taking decisions on any motions put forward. Two additional BoD meetings were con ducted as video conferences. The Head Auditor was invited to the March meeting to disclose the results of the external audit. A two-day strategy meeting was held in August, and the results of the 2023 internal audit were discussed during the November meeting.
To prepare for BoD meetings, the BoD Chairman, the CEO and the CFO met regularly; on these occasions, they discussed operational topics, preparations for ordinary BoD meetings, and inter nal audit reports. The BoD was briefed regularly on the Group's commercial situation and plan ning by means of written monthly, semi-annual and annual reports together with the planning dossier at both company and Group levels (three-year plan). The Nomination and Compensation Committee (NCC) is responsible for reviewing the remuneration scheme for the BoD and MB. The working methods for the NCC are set out in the Remuneration report. With the exception of the NCC, the BoD does not appoint any committees.
In his role as executive chairperson, the Chairman of the BoD sits on the supervisory bodies of all the operating companies. He participates in the steering committees for projects and initiatives of strategic importance. He also takes part in the annual management development reviews to dis cuss appraisals, continuing professional development and succession planning for management team members at all companies. He held sixteen meetings with the CEO in 2023 to monitor the management of business operations, discuss market trends and implement BoD resolutions.
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The Board of Directors as at 31 December 2023
From left: Sönke Bandixen, Pascal Cornaz, Claude R. Cornaz, Jean-Philippe Rochat, Raffaella Marzi, Richard Fritschi, Urs Kaufmann; Missing on the picture: Diane Nicklas
Members
Position | Nationality | First elected | Elected untill | |
Claude R. Cornaz * | Chairman, executive | CH | 1998 | April 2024 |
Vice-Chairman,non-execu | ||||
Richard Fritschi * | tive | CH | 2005 | April 2024 |
Sönke Bandixen | Member, non-executive | CH | 2012 | April 2024 |
Pascal Cornaz | Member, non-executive | CH | 2009 | April 2024 |
Urs Kaufmann | Member, non-executive | CH | 2017 | April 2024 |
Raffaella Marzi * | Member, non-executive | IT | 2023 | April 2024 |
Diane Nicklas | Member, non-executive | DE | 2022 | April 2024 |
Jean-Philippe Rochat | Member, non-executive | CH | 2006 | April 2024 |
* Members of the Nomination and Compensation Committee (NCC)
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Claude R. Cornaz (1961, Buchberg, Canton of Schaffhausen)
Dipl. Masch. Ing. ETH/BWI Zurich, Switzerland
1987-1989 Management Services Contraves AG, Zurich, Switzerland
1989-1993 Project Engineer, Nestec S.A. in Vevey, Switzerland and Thailand
1993-1999 Head of Corporate Development and Head of Technology and Pro duction, Vetropack Group
Since 1998: Member of the BoD, Vetropack Holding Ltd, Bülach, Switzerland
2000-2017 CEO of Vetropack Holding Ltd, Bülach, Switzerland
Since 4/2018: Chairman of the BoD, Vetropack Holding Ltd, Bülach, Switzerland
Governing mandates
Member of Dätwyler Holding AG, Altdorf, Switzerland/Vice- Chairman of H. Goessler AG, Zurich, Switzerland/Vice-Chair man of Cornaz AG-Holding, Zug, Switzerland
Richard Fritschi (1960, Oberrieden, Canton of Zurich)
Dipl. Controller SIB Zurich, Switzerland
1979-1985 Various functions for Luwa SA, in Zurich, Switzerland and UK
1985-1987 Project Controller, Airchal-Luwa SA, Paris, France
1987-1991 Head of Finance and Administra tion, Isolag AG, Zurich, Switzerland
1991-1999 Head of Finance, Allo Pro/Sulzer
Orthopädie, Baar/Winterthur,
Switzerland
1999-2001 Head of Sales, Sulzer Orthopädie/ Sulzer Medica, Winterthur, Switzer land
2001-2003 President Europe/Asia/South America, Sulzer Orthopädie/Sulz er Medica, Winterthur, Switzerland
2003-2005 President Europe/Australasia, Zim
mer, Winterthur, Switzerland
2006-8/2011 CEO of Ypsomed AG, Burgdorf,
Switzerland
Since 9/2011 Member of Boards of Directors of various private and listed compa nies
Governing mandates
President of Cornaz AG-Holding, Zug, Switzerland/President of Bibus Holding AG, Fehraltorf, Switzerland/Member of Rein hard Fromm Holding AG, Steinhausen, Switzerland
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Sönke Bandixen (1957, Stein am Rhein, Canton of Schaffhausen)
Dipl. Masch. Ing. ETH Zurich, Switzerland, PMD Harvard Business School, USA
1984-1993 Various functions for SIG AG; as of 1990: Member of MB, Division Packaging Machines, Neuhausen am Rheinfall, Switzerland
1994-1996 Vice President Marketing, Cosatec AG, Dübendorf, Switzerland
1997-2003 CEO of Division Door Systems, Ka ba Holding AG, Rümlang, Switzer land
2007-2010 CEO of Orell Füssli Holding AG, Zurich, Switzerland
2010-2011Self-employed Management Con
sultant
2012-2014 CEO of Landert Motoren AG, Bülach, Switzerland
Since 2015: Self-employed Management Con
sultant
Governing mandates
President of Schweizerische Schifffahrtsgesellschaft Untersee und Rhein AG, Schaffhausen, Switzerland
Pascal Cornaz (1971, Les Paccots, Canton of Fribourg)
Spécialiste d'achat avec brevet fédéral, Switzerland
1995-2005 Various functions in technical cus tomer support, purchasing, and lo gistics, Switzerland
2005-2007 Member of the Executive Board of
Giovanna Holding SA, Clarens,
Switzerland
2008-2011 Member of the Executive Board
and Head of Customer Service of
Ginox SA, Clarens, Switzerland
2012-2018 CEO of Diamcoupe SA, Cheseaux s. Lausanne, Switzerland
Since 2018: Managing Partner, Equistructure
Sàrl, Les Paccots, Switzerland
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Urs Kaufmann (1962, Rapperswil-Jona, Canton of St. Gallen)
Dipl. Masch.-Ing. ETH/BWI Zurich, Switzerland
1987-1993 Project Manager, Production Man
ager and Head of Sales, Zellweger
Uster AG, Uster (Switzerland) and
USA
1994-present HUBER+SUHNER Group
1994-1997 Managing Director of Henry Berch
told AG, Kollbrunn, Switzerland
1997-2000 Division Head and Member of Management Board
2001-2002 Sector Head and Member of Exec
utive Group Management
2002-2017 CEO; from 2014: Delegate of the Board of Directors
Since 2017: Chairman of the Board of Directors
Governing mandates
Member of SFS Group AG, Heerbrugg, Switzerland/ Member of Müller Martini Holding AG, Hergiswil, Switzerland/Mem ber of Bucher Industries AG, Niederweningen, Switzerland
Raffaella Marzi (1970, Canton of Zug)
Master in Law, Università Cattolica del Sacro Cuore, Milan, Italy
1996-1997 Legal Consultant, Beiersdorf S.p.A,
Italy
1997-2000 Associate, Baker & McKenzie, Italy
2000-2001 Secondments as In-house Legal
Counsel, Recordati S.p.A.
2001-2009 Senior Associate, Baker & McKen
zie, Italy
2009-2009 Secondment, Baker & McKenzie,
Germany
2011-2013 Counsel, Baker & McKenzie, Italy
2013-2014 Partner, Baker & McKenzie, Italy
2014-2016 Group Compliance Officer and Le gal Counsel, Sika Italia S.p.A.
2016-2019 Group Compliance Officer, Sika
AG
Since 2019 Head Human Resources & Compli
ance, Sika AG
Since 2020 Member of Group Management,
Sika AG
Since 2023 Head Human Resources, Legal &
Compliance, Sika AG
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Diane Nicklas (1969, Germany)
Dr. Ing. Metallurgie und Werkstofftechnik
1994-2001 Research work for the German au tomotive and steel industries. Subse quently: doctorate at the Rheinisch Westfälisch Technische Hochschule (RWTH Aachen University), Ger many
2001-2003 Executive Assistant to the CEO of Saint-Gobain SEKURIT (automotive glass), Aachen, Germany
2003-2007 Director of Global Development Projects, Saint-Gobain SEKURIT (automotive glass), Compiègne, France
2007-2013 Director of Global Sales, Saint-
Gobain SOLAR (solar glass), Paris,
France
2013-2021 Director of Global Sales and Strate
gy, Saint-Gobain SEFPRO (ceramic
refractories for the glass industry),
Avignon, France
2021-2022 M&A Advisor, Livia Group, Mu
nich, Germany
Since 2021: Board Member, freelance Strategic Consultant for companies in the glass and glass supply industry
Governing mandates
Member of Hans Oetiker Holding AG, Horgen, Switzerland
Jean-Philippe Rochat (1957, Epalinges, Canton of Vaud)
Lic. en droit, University of Lausanne, Switzerland, Lawyer
1980-1984 Publicitas Ltd, Lausanne, Bern and Basel, Switzerland
1984-1985 Fiduciaire Fidinter Ltd, Lausanne,
Switzerland
1985-1987 Legal internship in Geneva, Switzerland
1987-1989 Lawyer, Pfyffer, Argand, Troller & Associates, Geneva, Switzerland
1989-2015 Partner Lawyer at Carrard, Paschoud, Heim & Associates, Lau sanne, Switzerland
Since 2015: Partner Lawyer at Kellerhals Car
rard, Lausanne, Switzerland
Governing mandates
Member of Investissements Fonciers SA - La Foncière, Lau sanne, Switzerland/Member of Vaudoise Assurances Holding SA, Lausanne, Switzerland/Member of Hochdorf Holding AG, Hochdorf, Switzerland/Member of Sagrave Holding SA, Lau sanne, Switzerland
Other official positions
Honorary consul of Finland in Lausanne, Switzerland
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Vetropack Holding AG published this content on 18 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 March 2024 05:32:08 UTC.