BOARD OF DIRECTORS
The Board of Directors of Aduno Holding consists of seven members. Their CVs are based on information available to the Group. Only major mandates are listed.
I. Dr Pierin Vincenz
Dr Pierin Vincenz has been the Chairman of the Board of Directors of Aduno Holding AG since 1999. He represents the Raiffeisen Group, where he was Chief Executive Officer from 1999 to 2015. As well as his activities on behalf of the Aduno Group, Pierin Vincenz is Chairman of the Boards of Directors of Helvetia Holding AG, Leonteq Securities AG, Investnet Holding AG, Plozza Vini SA, Repower AG, Bergbahnen Brigels and Vincenz Management AG. He is active on behalf of various foundations and charitable institutions. Pierin Vincenz studied business administration at the University of St.Gallen, where he obtained a doctorate in economics.
II. Ewald Burgener
Ewald Burgener has been a member of the Board of Directors since 2013. As a member of the Executive Board of Valiant Bank, he is responsible, as the Chief Financial Officer, for finance and infrastructure. He previously held the same position with RBA-Holding AG and Entris Banking AG. Before being promoted to CFO, he held various managerial positions at RBA between 2002 and 2009. From 1996 to 2002, he worked as an auditor in the Financial Services organisational unit at Ernst & Young. Ewald Burgener studied economics at the University of Berne and holds a lic.rer.pol. degree. He has been a Swiss certified auditor since 1999.
III. Rudolf Dudler
Rudolf Dudler has been a member of the Board of Directors since 1999. He represents BSI SA (member of EFG International), where he was Chief Financial Officer and a member of the Executive Board from 1999 to 2016. As well as his activities on behalf of the Aduno Group and BSI SA, he is a member of the Boards of Directors of a number of companies, including Dynamic Securities Ltd., Athens, BSI Art Collection SA, Luxembourg, BSI Art Collection (Svizzera) SA, Lugano, and the Swiss Pro Venezia Foundation established by the Federal Council in 1972. Rudolf Dudler is a Swiss certified accountant and financial controller.
IV. Christian Meixenberger
Christian Meixenberger has been a member of the Board of Directors since 2014. He has been managing Division Services as a member of the Executive Board of Banque Cantonale Vaudoise since 2017. He worked at Freiburger Kantonalbank from 1997 to 2016, where he was most recently a member of management and responsible for the Service Centre area. Previously, he worked for Credit Suisse in Geneva for three years, where he headed the Organisation, IT and HR Logistics departments. From 1987 to 1993 he worked at Centre Suisse d’Electronique et de Microtechnique SA in Neuchâtel as engineer and deputy head of the department for computer-supported development. Christian Meixenberger graduated from the University of Neuchâtel with a master’s degree in physics and electrical engineering, and he has an MBA from the Business School in Lausanne.
V. Dr Harald Nedwed
Dr Harald Nedwed has been a member of the Board of Directors since 2007 and the Chief Executive Officer of Migros Bank AG since 2003. As well as his activities on behalf of the Aduno Group and Migros Bank AG, he is a member of the Board of Directors of Pfandbriefbank schweizerischer Hypothekarinstitute AG, the Chairman of the Investment Committee of the Migros Pension Fund, and a member of the Board of Trustees of the Migros Pension Fund. Harald Nedwed studied economics and business administration at the University of Basel, where he was also awarded his doctorate.
VI. Pascal Niquille
Pascal Niquille has been a member and Vice-Chairman of the Board of Directors since 2015. He has been Chief Executive Officer of Zuger Kantonalbank since 2009. Prior to that, he worked for UBS from 1985 in various functions, both in Switzerland and abroad. As well as his activities on behalf of the Aduno Group, he is a member of the Executive Committee of the Association of Swiss Cantonal Banks, a member of the Board of Directors of Pfandbriefzentrale der Schweizerischen Kantonalbanken AG and a member of the Board of Directors of Zug Chamber of Commerce. Pascal Niquille has a degree in law (lic. iur.) from the University of St. Gallen.
VII. Daniel Previdoli
Daniel Previdoli has been a member of the Board of Directors since 2015. He has been a member of Zürcher Kantonalbank’s Executive Board since 2007 and Head of its Products, Services & Direct Banking business unit since 2014. Prior to this, he worked for 11 years at UBS and held various functions at Credit Suisse both in Switzerland and abroad between 1987 and 1996. As well as his activities on behalf of the Aduno Group, he is Chairman of the Board of Directors of Swisscanto Fund Management Company Ltd., a member of the Boards of Directors of Swisscanto Holding Ltd., Homegate AG and Twint AG, and Vice-Chairman of the Board of Trustees of Greater Zurich Area. Daniel Previdoli has a degree in economics and social sciences (lic. rer. pol.) from the University of Fribourg.
Election and term of office
In accordance with the principle of re-electing the entire Board of Directors, the members of the Board of Directors are usually elected at the Annual General Meeting for a term of three years. Re-election is possible. The term of office ends on the date of the Annual General Meeting held in the final year of the Board members’ term of office. New members continue the term of office of their predecessors. The current term of office runs until the Annual General Meeting in 2017.
The Board of Directors is the highest management body of the company and also supervises and monitors the Executive Board. It issues guidelines on the business policy and regularly receives information on the course of business. The Board of Directors delegates the management of operations in its entirety to the Executive Board, unless a ruling to the contrary exists under the law, the company’s bylaws or the organisational regulations.
The tasks of the Board of Directors include the following in particular:
- –Establishment of the basic principles of the business strategy;
- –Approval of basic organisational structures within the Group;
- –Establishment of business units, acquisition and sale of companies and parts of companies as well as investments, company foundations and liquidations;
- –Approval of new business activities, development of new products and expansion into new markets where this affects the business strategy or changes the risk profile;
- –Appointment and dismissal of internal audit.
- –Structure and principles of accounting and approval of financial plans;
- –Approval of budget and investments;
- –Principles of obtaining outside capital (e.g. master loan agreements, bonds).
- –Adoption of the fundamentals of the personnel policy and the salary policy of the Aduno Group;
- –Appointment and dismissal of the Chief Executive Officer of the Aduno Group and other members of the Executive Board.
- –Establishment of the basic principles of the risk policy;
- –Establishment of the basic principles of risk management and the compliance organisation;
- –Establishment of risk capacity, risk appetite and global risk limits;
- –Receipt and discussion of reports prepared by Group Risk Management and by Legal & Compliance;
- –Adoption of rules for handling conflicts of interests and implementation of measures for handling conflicts of interests that cannot be avoided.
The Board of Directors may pass resolutions on all matters that are not reserved for or were not transferred to the Annual General Meeting or another governing body of the company in accordance with the law, the bylaws or the organisational regulations. The Board of Directors may appoint individual committees and delegate specific tasks and responsibilities to these committees. The activities of the committees are governed by regulations that must be approved by the Board of Directors.
Information and reports
Every member of the Board of Directors may – subject to conflicts of interest – request information on all matters concerning the company. The Executive Board must inform the Board of Directors about the general course of business and any events particularly relevant to the business. The members of the Board of Directors must be informed of any extraordinary events without delay.
Members of the Board of Directors who wish to receive information must submit a request to the Chairman of the Board of Directors.
The Board of Directors has set up an Audit & Risk Committee and a Nomination & Compensation Committee. The Board of Directors determines the composition of these committees. The committees meet regularly, prepare meeting minutes, prepare recommendations for the attention of the regular Board meetings, and have the power to take certain decisions themselves. The relevant chairmen of the committees determine the agendas for committee meetings. Before every meeting, the committee members receive documents to help them prepare for the topics listed on the agenda.
Audit & Risk Committee
The Audit & Risk Committee (ARC) consists of three members of the Board of Directors. The current committee members are Ewald Burgener, Dr Pierin Vincenz and Daniel Previdoli, with Ewald Burgener acting as chairman. In the 2016 financial year, the committee met three times. Meetings are attended in an advisory capacity by the Chief Executive Officer, the Chief Financial Officer and the internal audit unit, and the meeting to discuss the annual financial statements is also attended in an advisory capacity by the external auditors. The ARC keeps minutes of its discussions and resolutions.
The ARC supports the Board of Directors in supervising the internal audit unit, the external auditors and the internal control system as well as reviewing the annual financial statements. The ARC also assesses the performance of the external auditors and their fees and makes sure that they are independent. In addition, the ARC supports the Board of Directors in supervising the risk management and the compliance with regulatory provisions regarding risk management.
Nomination & Compensation Committee
The Nomination & Compensation Committee (NCC) consists of four members of the Board of Directors. The current committee members are Dr Pierin Vincenz (chairman), Rudolf Dudler, Dr Harald Nedwed and Pascal Niquille. Meetings are also attended in an advisory capacity by the Chief Executive Officer and the Head of Human Resources of the Aduno Group. The committee met four times in the 2016 financial year. The NCC establishes, among other things, the personnel policy and salary policy of the Aduno Group, the annual payroll and annual bonuses (incl. long-term incentives) of the Aduno Group and the individual remuneration for the Chief Executive Officer and the other members of the Executive Board.
There are no other Board committees.
Information and control tools vis-à-vis the Executive Board
The Aduno Group has a comprehensive management information system (MIS). Monthly, quarterly, semi-annual and annual financial statements are prepared for the Group and the results per business segment are discussed in the management report. All figures are analysed and commented against the budget and the prior year’s figures and, if available, the forecast. The budget is drawn up once a year for the next financial year and is based on a previously approved three-year plan. At the meetings of the Board of Directors, the board is informed of the status of budget compliance and any deviations from the forecast by the Chief Executive Officer and any measures required are discussed.