Members of the Board of Directors, Feintool International Holding AG
As at December 31, 2020
ALEXANDER VON WITZLEBEN (1963, D) Chairman of the Board of Directors
Member since 1998
Member of the Nomination and Compensation Committee and the Audit Committee
Position: Member of the Board of Directors (non-executive)
Committees:
Member of the Compensation and Nomination Committee and the Audit Committee
Qualifications:
Studied economics at the University of Passau
Professional background:
Other activities and commitments:
CHRISTIAN MÄDER (1969, CH) Vice Chairman of the Board of Directors
Member since 2020
Member of the Nomination and Compensation Committee and the Audit Committee
Position: Member of the Board of Directors (non-executive)
Qualifications:
Certified expert in accounting and controlling
Professional background:
Other activities and commitments:
DR. MARCUS BOLLIG (1967, D) Non-executive Director
Member since 2020
Position: Member of the Board of Directors (non-executive)
Qualifications:
Professional background:
NORBERT INDLEKOFER (1958, D) Non-executive Director
Member since 2018
Position: Member of the Board of Directors (non-executive)
Qualifications:
Degree in mechanical engineering, University of Stuttgart
Professional background:
Additional activities and vested interests:
HEINZ LOOSLI (1954, CH) Non-executive Director
Member since 2017
Position: Member of the Board of Directors (non-executive)
Qualifications:
Engineer (dipl. ing. HTL), qualified marketing and sales specialist and Stanford Executive Program (SEP)
Professional background:
Other activities and commitments:
Chairman of the Advisory Board of Felss Holding GmbH, Königsbach-Stein (GER)
3 BOARD OF DIRECTORS
3.1 Members of the Board of Directors
As of December 31, 2020, the Board of Directors comprised five members. Tthe members of the Board of Directors did not belong to the executive management of Feintool or any of its subsidiaries either in the financial year or in the three preceding financial years. Apart from the business relationships listed for individual members of the Board of Directors, there were no business relationship with Feintool or its subsidiaries in the financial year or in the three preceding financial years.
Heinz Loosli was CEO of the Feintool Group until August 31, 2016.
3.2 Other activities and commitments
Other activities and commitments are also listed above in section 3.1.
3.3 Number of mandates permitted
According to Article 18b of the Articles of Association, members of the Board of Directors, Group Management and, where applicable, the Advisory Board may not hold or exercise more than (i) 8 additional, paid mandates, of which no more than 4 at companies whose equity securities are listed on a stock exchange, and (ii) 8 unpaid mandates, expense allowances not being deemed to constitute compensation.
3.4 Election and terms of office
3.4.1 Principles of the election procedure and restrictions on terms of office for members of the Board of Directors
The General Meeting elects members of the Board of Directors by voting for them individually, and also elects the Chairman from amongst the Board members. The term of office of the members and the Chairman of the Board of Directors ends at the latest at the conclusion of the ordinary General Meeting following that at which they were elected, subject to any prior resignation or dismissal. Members of the Board of Directors are indefinitely eligible for reappointment. No age limits apply for members of the Board of Directors.
3.4.2 Principles of the election procedure and restrictions on term of office for members of the Compensation and Nomination Committee
The General Meeting elects a Compensation and Nomination Committee consisting of one or more members. The members of the Compensation and Nomination Committee are elected individually. Only members of the Board of Directors may be elected. The term of office for the members of the Compensation and Nomination Committee ends at the latest at the conclusion of the ordinary General Meeting following that at which they were elected. Members may be re-elected.
3.4.3 Principles of the election procedure and restrictions on the term of office for the independent proxy
The General Meeting elects an independent proxy. Natural persons, legal persons or partnerships may be elected. Their independence may not be compromised, either in fact or appearance, and is based on Article 728 paras. 2-6 of the Swiss Code of Obligations.
The term of office of the independent proxy ends at the conclusion of the ordinary General Meeting following that at which they were elected. Members may be re-elected.
3.4.4 Initial election and remaining term of office of each member of the Board of Directors
3.5 Internal organizational structure
The Chairman of the Board of Directors is elected by the General Meeting. In accordance with Article 13 of the Articles of Association, the Chairman of the Board of Directors leads the General Meeting and heads the Board of Directors, which makes decisions as a collective body.
In accordance with Article 14 of the Articles of Association, the Board of Directors will constitute itself, taking account of the General Meeting’s election of the Chairman of the Board of Directors and the members of the Compensation and Nomi-nation Committee.
At its first meeting after the ordinary General Meeting, the Board of Directors elects a Deputy Chairman; it also appoints a Secretary, who is not required to be a member of the Board of Directors. The Board of Directors also elects the members of the Audit Committee.
3.5.1 Distribution of responsibilities on the Board of Directors
In the financial year, Alexander von Witzleben held the office of Chairman. Christian Mäder served as Deputy Chairman. No Secretary to the Board of Directors is currently appointed. These tasks are being undertaken by the members of the Board of Directors.
3.5.2. Composition of all Board committees and their duties and authority
Audit Committee
The current members of the Audit Committee are Christian Mäder (Chairman) and Alexander von Witzleben.
The Audit Committee submits draft proposals to the Board of Directors on the following issues:
Compensation and Nomination Committee
The current members of the Compensation and Nomination Committee are Christian Mäder (Chairman) and Alexander von Witzleben.
The Compensation and Nomination Committee submits draft proposals to the Board of Directors on the following issues:
In the 2020 financial year, the Compensation and Nomination Committee and the Audit Committee assumed their responsibilities in accordance with the respective regulations.
3.5.3 Working methods of the Board of Directors and its committees
In accordance with Art. 3.5 of the Organizational Regulations, the Board of Directors meets at least four times a year, for one day on each occasion. In the reporting period, the Board of Directors held four detailed meetings. The CEO and CFO attended all the meetings. Due to the COVID-19 pandemic, two of these meetings were held in the form of a video conference. Monthly conference calls were held from March through June 2020 regarding the current situation related to the COVID-19 pandemic. Additional members of operational management also attended if the topic was relevant to them.
The Audit Committee and the Compensation and Nomination Committee meet as required, but at least two detailed meetings must take place for each committee each year. All proposals arising from both committees were discussed at the regular meetings of the Board of Directors. The Audit Committee met three times and the Compensation and Nomination Committee three times in the period under review. These meetings usually last half a day and are in preparation for the next meeting of the Board of Directors.
3.6 Division of responsibilities between the Board of Directors and Group Management
In accordance with Art. 15 of the Articles of Association, the Board of Directors is the supreme body of the company with responsibility for supervising Group Management. It represents the company externally and deals with all matters not assigned to any other corporate body by law, the Articles of Association or the Organizational Regulations. In accordance with Art. 6.5a of the Organizational Regulations, the Board of Directors delegates overall management to the CEO, where permitted under the law and provided such responsibilities are not expressly assigned to the Board of Directors. The Board of Directors’ responsibilities include decisions statutorily assigned to it regarding financial and information policies as well as decisions relating to investments, cooperation agreements, contracts, real estate and shareholdings, provided such decisions are of special significance to the company and they exceed a specified scale, together with resolutions concerning internal and external auditing.
The CEO’s responsibilities include management of the company’s operations, as well as drawing up requisite remits, directives and guidelines within the framework of the organizational structure approved by the Board of Directors. The CEO is responsible for managing and organizing Group Management and also represents the company in dealings with the Board of Directors, the general public and the authorities.
In accordance with the resolution by the Board of Directors on April 14, 2014, the CEO and CFO constitute Group Management as defined by the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (“ERCO”).
Group Management determines binding, Group-wide management instruments (planning, accounting, management information systems and controlling) and is responsible for developing the corporate culture. It is also responsible for developing and periodically reviewing the corporate strategy and for its implementation. Group Management prepares information on all matters that fall under the responsibility of the Board of Directors and is also responsible for ensuring that the Board’s resolutions are implemented.
3.7 Information and control instruments of Group Management
At its meetings, all members of the Board of Directors and members of Group Management have an obligation to provide the required information. If necessary, other senior executives may also be involved. At such meetings, the Chairman informs the other members of the Board of Directors about their activities since the last Board meeting; the CEO reports on current business developments and the CFO comments on financial reporting.
As part of the Feintool Group’s Management Information System (MIS), members of the Board of Directors receive a monthly report from Group Management informing them about the financial and business situation of the company and relevant company segments. This report contains information on market and sector developments and risks, the income statement and balance sheet as well as key figures (growth, margins and development, order entry and order backlog, etc.) and detailed quarterly, interim and annual financial statements, which are then commented on by the CEO and the CFO at meetings held specifically for this purpose. This includes a data comparison with the prior years and with the budgeted figures. A detailed risk report is prepared once a year, which is explained and discussed at a meeting (see also the risk report). Between meetings, the CEO also informs the members of the Board of Directors about extraordinary events, either in writing or by telephone.
Between meetings of the Board of Directors, each member may ask the CEO to provide information at any time regarding the performance of the business and, with the approval of the Chairman, regarding individual transactions; members may also request the inspection of business documents. Such requests should be forwarded to the Chairman in writing.
Internal Audit
Internal Audit concentrates on areas of operational and strategic risk management in addition to the internal control system. It conducts group-wide audits, analyses and interviews. The annual audit schedule is approved by the Audit Committee in cooperation with the external auditors. Internal Audit reports regularly to the Audit Committee on a project-related basis, either in writing or verbally. Internal audit activities are carried out by PriceWaterhouseCoopers AG, Zurich. Its activities are coordinated on an ongoing basis by the Chairman of the Board of Directors and the CFO.
The Board of Directors has decided to continue to award internal audit tasks to an external auditor.