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3. Board of Directors

3.1 Members of the Board of Directors

The Articles of Association provide that the Board of Directors shall consist of a minimum of three members, including the chairman of the Board (“Chairman of the Board of Directors” or “Chairman”). Currently, the Board consists of the following seven members1:

Name

 

Nationality

 

Position

 

Since

 

Expires1

Andreas Umbach

 

Swiss & German

 

Chairman

 

2018

 

AGM 2021

Matthias Währen

 

Swiss

 

Member

 

2018

 

AGM 2021

Colleen Goggins

 

American

 

Member

 

2018

 

AGM 2021

Werner Bauer

 

Swiss & German

 

Member

 

2018

 

AGM 2021

Wah-Hui Chu

 

Chinese

 

Member

 

2018

 

AGM 2021

Mariel Hoch

 

Swiss & German

 

Member

 

2018

 

AGM 2021

Nigel Wright

 

Canadian

 

Member

 

2014

 

AGM 2021

1

All Board members are elected annually in accordance with Swiss corporate law and the Articles of Association.

All seven members of the Board were re-elected at the annual general meeting of the Company (“Annual General Meeting” or “AGM”) on 7 April 2020 (“Annual General Meeting 2020” or “AGM 2020”) for a one-year term of office.

All current members of the Board of Directors are non-executive directors. None of the members of the Board of Directors has been a member of the management of the Company or subsidiary of the Group in the three years preceding the year under review. However, from 2015 until the listing of the Company on 28 September 2018 (“IPO”), Colleen Goggins, Werner Bauer, Wah-Hui Chu and Nigel Wright served as advisory board members of the Company.

Andreas Umbach is a Swiss and German citizen and has served as the Chairman of the Board of Directors since the Initial Public Offering in 2018. Mr Umbach has further served as chairman of the board of directors of Landis+Gyr Group AG (SIX: LAND) since July 2017, as chairman of the supervisory board of Techem Energy Services GmbH since August 2018 and as chairman of the board of directors of Rovensa SA since September 2020. He has been the president of the Zug Chamber of Commerce and Industry since 2016. Mr Umbach previously served as a member of the board of directors of Ascom Holding AG (SIX: ASCN) (2010–2020), from 2017–2019 as its chairman. He also served as a member of the board of directors of WWZ AG (2013–2020) and as a member of the board of directors of LichtBlick SE (2012–2016). From 2002 to 2017, Mr Umbach was the president and CEO/COO of Landis+Gyr AG. Prior to serving as CEO, Mr Umbach served as president of the Siemens Metering Division within the Power Transmission and Distribution Group and held other positions within Siemens. Mr Umbach holds an MBA from the University of Texas at Austin and an MSc in mechanical engineering (Diplomingenieur) from the Technical University of Berlin.

Matthias Währen is a Swiss citizen and has served as a member of the Board of Directors since the IPO. Mr Währen has further served as a member of the board of directors of Keto Swiss AG since July 2020, of Bloom Biorenewables SA since September 2020 and as a member of the board of directors of ph. AG since December 2020, as well as being a member of the board of trustees of the Givaudan Foundation (since 2013) and the HBM Fondation (since 2018). Mr Währen was previously a member of the regulatory board of SIX Swiss Exchange from 2006 to 2017, a member of the board of scienceindustries from 2009 to 2017, a member of the board of Swiss Holdings from 2015 to 2017 and a member of the board of directors of various Givaudan subsidiaries from 2005 to 2019. Most recently, he served as CFO and a member of the executive committee of Givaudan SA from 2005 until his retirement in 2017. Prior to that, he served as the global head of finance and informatics of the Roche vitamin division and held a variety of other positions at Roche, including vice president finance and informatics at Roche USA, Nutley, New Jersey, head of finance and information technology at Nippon Roche, Tokyo and finance director of Roche Korea. Mr Währen started his career in corporate auditing at Roche in 1983. Mr Währen holds a master’s degree in economics from the University of Basel, Switzerland.

Colleen Goggins is an American citizen and has served as a member of the Board of Directors since the IPO. From 2015 until the IPO, she served as an advisory board member for the Company. Ms Goggins is also currently a member of the board of directors of TD Bank Group (TSE: TD) (since 2012), where she serves on the risk committee, a member of the supervisory board of Bayer AG (ETR: BAYN) (since 2017), where she serves on the nominating and ad hoc legal committee, and a member of the board of directors of IQVIA (NYSE: IQV) (since 2017), where she sits on the audit and nominating and governance committees. Ms Goggins is also a member of the advisory boards of ZO Skin Heath and Sabert Inc. (since 2020). She has been a member of the University of Wisconsin Foundation and a member of the board of the University’s centre for brand and product management, a member of the board of directors of New York Citymeals on Wheels and a trustee of the International Institute of Education. Ms Goggins previously served as a supervisory board member for KraussMaffei from 2013 to 2016 and as a member of the board of directors of Valeant Pharmaceuticals International from 2014 to 2016, where she was a member of the nominating committee and special ad hoc committee. Prior to that, Ms Goggins worked at Johnson & Johnson until 2011, where she held various leadership positions, including worldwide chairwoman of the consumer group, company group chairwoman, and president of the Johnson & Johnson Consumer Products Company, among others, and she served as a member of the executive committee. Ms Goggins holds a Bachelor of Science (“BSc”) degree in food chemistry from the University of Wisconsin-Madison and a master’s degree in management from the Kellogg Graduate School of Management at Northwestern University.

Werner Bauer is a Swiss and German citizen and has served as a member of the Board of Directors since the IPO. From 2015 until the IPO, he served as an advisory board member for the Company. Mr Bauer is also currently vice chairman of the board of directors of Givaudan SA (SIX: GIVN) (since 2014) and Bertelsmann SE & Co. KGaA (since 2012), chairman of the board of trustees at the Bertelsmann Foundation (since 2011), and a member of the board of directors of Lonza Group AG (SIX: LONN) (since 2013). From 2011 until 2018 he also served as a member of the board of directors of GEA Group AG. Prior to that he held a number of other board positions, including chairman of the board of directors of Nestlé Deutschland AG (from 2005 to 2017) and chairman of the board of directors of Galderma Pharma SA (from 2011 to 2014). Most recently, Mr Bauer was the executive vice president and head of innovation, technology, research & development for Nestlé SA from 2007 to 2013, and prior to that he served as executive vice president and head of technical, production, environment, research & development for Nestlé SA and held other positions within Nestlé. Furthermore, Mr Bauer served as chairman of the board of directors of Sofinol S.A. (from 2006 to 2012), and as a member of the board of directors of L’Oréal (from 2005 to 2012) and of Alcon Inc. (from 2002 to 2010). Mr Bauer started his career in 1980 as a professor of chemical engineering at Hamburg University of Technology, after which he was a professor in food bioprocessing and director of the Fraunhofer Institute for Food Technology & Packaging at the Technical University of Munich. Mr Bauer holds a degree and PhD in chemical engineering from the University of Erlangen-Nürnberg.

Wah-Hui Chu is a Chinese citizen and has served as a member of the Board of Directors since the IPO. From 2015 until the IPO, he served as an advisory board member for the Company. Mr Chu is currently also the founder and has been chairman of iBridge TT International Limited (Hong Kong) since 2018, a member of the board of directors of Mettler Toledo International (NYSE: MTD) since 2007 and was the founder of M&W Consultants Limited (Hong Kong) in 2007. From 2013 to 2014 when he retired, Mr Chu served as the CEO and a member of the board of directors of Tingyi Asahi Beverages Holding, and from 2008 to 2011 he acted as executive director and CEO of Next Media Limited. He also served as a member of the board of directors of Li Ning Company Limited from 2007 to 2012 and as chairman of PepsiCo Investment (China) Limited from 1998 to 2007, and again from 2012 to 2013. Mr Chu spent many years as an executive at PepsiCo, serving as non-executive chairman of PepsiCo International’s Asia region in 2008 and president of PepsiCo International – China beverages business unit between 1998 and 2007. Before joining PepsiCo, Mr Chu held management positions at Monsanto Company, Whirlpool Corporation, H.J. Heinz Company and the Quaker Oats Company. Mr Chu holds a BSc in agronomy from the University of Minnesota and an MBA from Roosevelt University.

Mariel Hoch is a Swiss and German citizen and has served as a member of the Board of Directors since the IPO. Ms Hoch has been a partner at the Swiss law firm Bär & Karrer since 2012. She is currently also a serving board member at Comet Holding AG (SIX: COTN) (since 2016), where she also chairs the nomination and compensation committee, at Komax Holding AG (SIX: KOMN) (since 2019), where she also sits on the audit committee, and at MEXAB AG (since 2014). Ms Hoch served as a member of the board of directors of Adunic AG from 2015 to 2018. She has been a member of the foundation board of The Schörling Foundation since 2013 and a member of the foundation board of the Irene M. Staehelin Foundation since 2020. Ms Hoch has also been co-chair of the Zurich Committee of Human Rights Watch since 2017. Ms Hoch was admitted to the Zurich bar in 2005 and holds a law degree and a PhD from the University of Zurich.

Nigel Wright is a Canadian citizen and has been a member of the Board of Directors since 2014. Mr Wright is a senior managing director at Onex Corporation (TSE: ONEX), where he manages European origination efforts in the business services, healthcare and packaging sectors for Onex’s large-cap fund, Onex Partners. Furthermore, he is a member of Onex Partners’ investment committee. He currently serves as non-executive chair of Acacium Group (since 2020), as non-executive chair of Childcare BV (operating as KidsFoundation), as a non-executive director of Justitia, and as a trustee of the Policy Exchange. Mr Wright joined Onex in 1997, although from 2010 to 2013 he worked as chief of staff for the Prime Minister of Canada. Prior to joining Onex, Mr Wright was a partner at the law firm of Davies, Ward & Beck, and before that he worked in policy development in the office of the Prime Minister of Canada. Mr Wright holds an LL.M. from Harvard Law School, an LL.B. (with honours) from the University of Toronto Law School and a bachelor’s degree in politics and economics from Trinity College at the University of Toronto.

As of 31 December 2020, there are no material business relationships of any Board member with the Company or with any subsidiary or joint venture.

3.2 Number of permissible activities

In the interest of good governance, the Company’s Articles of Association limit the number of outside mandates that may be held by members of our Board as follows:

  1. up to four mandates in listed firms;
  2. up to ten mandates in non-listed firms2; and
  3. up to ten mandates in foundations, associations, charitable organisations and other legal entities.

Such a mandate is deemed to be any activity in the superior governing or administrative bodies of legal entities that are obliged to be registered in the commercial register or any comparable foreign register, other than the Company and any entity controlled by or controlling the Company. The Board of Directors shall ensure that such activities do not conflict with the exercising of their duties for the Group. Functions in various legal entities that are under joint control, or in entities in which this legal entity has a material interest, are counted as one function.

3.3 Election and term of office

The members of the Board of Directors are elected individually each year by the Annual General Meeting of the Company for a term of office of one year and can be re-elected. The Chairman of the Board of Directors is also elected each year by the Annual General Meeting for a period of office of one year. There is no limit on the term in office. The initial election year of each Board member is shown in the table in the section 3.1 Members of the Board of Directors.

3.4 Internal organisation – Division of roles within the Board of Directors and working methods

The Board of Directors represents the Company vis-à-vis third parties and attends to all matters which have not been delegated to or reserved for another corporate body of the Company. The Chairman convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year. The Chairman prepares the meetings, draws up the agenda, and chairs them. Any member of the Board can ask for a meeting to be convened and for the inclusion of an item on the agenda. In order to pass resolutions, not less than a majority of the Board members must be participating in the meeting. Except as required by mandatory law, the Board will adopt resolutions by a simple majority of the votes cast. In case of a tie, the Chairman has no casting vote. Board resolutions may also be passed in writing by way of circular resolution, provided that no member of the Board of Directors requests oral deliberation (in writing, including by email) of the Chairman or the secretary. Board resolutions by means of a written resolution require the affirmative vote of a majority of all the members of the Board.

1 Subject to closing of the transaction with OIG referred to in Section 2.1 in advance of the AGM 2021 and certain other customary conditions, the Company undertook to nominate at the AGM 2021 Mr Abdallah al Obeikan a new member of the Board. Such appointment would increase the total number of Board members to eight members.

2 Pursuant to art. 727 para. 1 number 1 CO.