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 chair of the Board (“Chair”). Currently, the Board consists of the following nine members:

At the annual general meeting of the Company (“Annual General Meeting” or “AGM”) on 7 April 2022 (“Annual General Meeting 2022” or “AGM 2022”), eight of the previous nine members of the Board were re-elected¹ and one new member was elected, each for a one-year term of office.

All current members of the Board of Directors are non-executive directors. Abdallah al Obeikan served from 2000 to 2021 as CEO of the SIG Combibloc Obeikan joint venture companies, which became fully owned subsidiaries of the Company in February 2021. Laurens Last served from 2015 until 2022 as chair of Scholle IPN, which became a fully owned subsidiary of the Company in June 2022. All other members of the Board of Directors were not members of the management of the Company or a subsidiary of the Group in the three years preceding the year under review. The Board of Directors determines independence annually in accordance with the Company’s independence criteria set forth in the Organisational Regulations. Pursuant to the Company’s independence criteria and based on the last assessment performed before the AGM 2022, all members of the Board of Directors are deemed to be independent, except for Abdallah al Obeikan and Laurens Last.

Andreas Umbach

Andreas Umbach is a Swiss and German citizen and has served as Chair since the Initial Public Offering on 28 September 2018 (“IPO”). Mr Umbach has further served as chair of the board of directors of Landis+Gyr Group AG (SIX: LAND) since 2017, as chair of the supervisory board of Techem Energy Services GmbH since 2018 and as chair of the board of directors of Rovensa SA since 2020. He has been president of the Zug Chamber of Commerce and Industry since 2016. Mr Umbach previously served as a member of the board of Ascom Holding AG (SIX: ASCN) (2010–2020), from 2017 to 2019 as chair. 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 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, Germany.

Matthias Währen

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 2020, of Bloom Biorenewables SA since 2020 and of ph. AG since 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 audit at Roche in 1983. Mr Währen holds a Master’s degree in economics from the University of Basel, Switzerland.

Colleen Goggins

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 a member of the board of directors of TD Bank Group (TSW: 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 Health (since 2020), Sabert Inc. (since 2020) and Acacium (since 2021). She has been a member of the University of Wisconsin Foundation, 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 member of the Johnson & Johnson Executive Committee, worldwide chair of the consumer group, company group chair of North America, and president of the Johnson & Johnson Consumer Products Company. Ms Goggins holds a Bachelor of science 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, USA.

Werner Bauer

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 chair of the board of directors of Givaudan SA (SIX: GIVN) (since 2014) and of Bertelsmann SE & Co. KGaA (since 2012). He is further the chair of the board of trustees at the Bertelsmann Foundation (since 2011). From 2013 to 2022 he served as a member of the board of directors of Lonza Group AG (SIX: LONN) and from 2011 to 2018 as a member of the board of directors of GEA-Group AG. Prior to that he held a number of other board positions, including chair of the board of directors of Nestlé Deutschland AG (from 2005 to 2017) and chair of the board of directors of Galderma Pharma SA (from 2011 to 2014). Most recently, Mr Bauer was 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 chair 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 in chemical engineering at Hamburg Technical University, 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 diploma and PhD in chemical engineering from the University of Erlangen-Nürnberg, Germany.

Wah-Hui Chu

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 also the founder and chair of iBridge TT International Limited (Hong Kong) since 2018 and a member of the board of directors of Mettler Toledo International (NYSE: MTD) since 2007, and he was the founder of M&W Consultants Limited (Hong Kong) in 2007. From 2013 to 2014, when he retired, Mr Chu served as 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 chair 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 chair 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, USA.

Mariel Hoch

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 member and vice chair of the board of directors of Comet Holding AG (SIX: COTN) (since 2016), where she also chairs the nomination and compensation committee. Furthermore, she is a member of the board of directors of Komax Holding AG (SIX: KOMN) (since 2019), where she also sits on the audit committee, and of 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, a member of the foundation board of the Irene M Staehelin Foundation since 2020 and a member of the Law and Economics Foundation St Gallen since 2020. Ms Hoch was also co-chair of the Zurich Committee of Human Rights Watch between 2017 and 2021. Ms Hoch was admitted to the Zurich bar in 2005 and holds a law degree and a PhD from the University of Zurich, Switzerland.

Abdallah al Obeikan

Abdallah al Obeikan is a Saudi Arabian citizen and has served as a member of the Board of Directors since April 2021. Mr al Obeikan is also currently a member of the board of directors of Arabian Shield Cooperative Insurance Company (TADAWUL: ARABIAN SHILED), listed on Tadawul Stock Exchange, KSA. He further serves as a member of the board of directors and CEO of the Obeikan Investment Group (OIG) – a major player in packaging, digital solutions and education industries – where he also holds board and management positions in several OIG subsidiaries. In addition, Mr al Obeikan is chair of Obeikan AGC Glass Company (TADAWUL: OBEIKAN GLASS), chair of Riyadh Polytechnic Institute, a member of the board of directors of National Water Company, a member of the board of directors of Social Development Bank and a member of the advisory board of KSA agencies. Abdallah al Obeikan joined the Obeikan family business in 1987 and was CEO of the SIG Combibloc Obeikan joint venture companies from 2000 to 2021. Mr al Obeikan holds a BSc in electrical engineering from King Saud University, Riyadh, K.S.A.

Martine Snels

Martine Snels is a Belgian citizen and has served as a member of the Board of Directors since April 2021. Ms Snels is also currently a member of the supervisory board of Prodrive Technologies (since 2023) and a member of the board of directors of Electrolux Professional AB (since 2019). In addition, Ms Snels is the founder and CEO of L’Advance BV (since 2020) and a member of the supervisory board of URUS Group LLC (since 2021). She previously served as a member of the supervisory board of VION Food Group NV (from 2020 to 2022) and as a member of the board of directors of Resilux NV (from 2019 to 2022). Prior to that she was a member of the executive board of GEA Group AG (from 2017 to 2020) and held various leadership roles at Royal Friesland Campina NV (from 2012 to 2017) including member of the Executive Board – C.O.O. Ingredients (2015-2017), Nutreco NV (from 2003 to 2012) and Kemin Industries (from 1996 to 2003). Ms Snels holds an MSc in Agricultural Engineering from K.U. Leuven, Belgium.

Laurens Last

Laurens Last is a Dutch citizen and has served as a member of the Board of Directors since April 2022. Mr Last is currently also Director of Clean Holding B.V., TSAL Holding NV and Cycle Investments BV. He was founder and CEO of International Packaging Network (IPN) and afterwards Chair and a member of the Board of Scholle IPN. Before pursuing his entrepreneurial ventures, Mr Last studied at HEAO Business School in the Netherlands.

As of 31 December 2022, other than with respect to Laurens Last, there are no material business relationships of any Board member with the Company or with any subsidiary or joint venture company. With respect to Laurens Last, a contingent consideration may be payable to Clean Holding B.V., a company ultimately controlled by Laurens Last, in three annual instalments of up to $100 million per year for the years ending 31 December 2023, 2024 and 2025 as part of the consideration for the acquisition of Scholle IPN, contingent upon Scholle IPN outperforming the top end of SIG’s mid-term growth guidance of 4–6% per year in the respective years. Any payments for growth rates ranging from 6 to 11.5% per year are subject to a pre-agreed ratchet structure. The Group has also entered into a transitional service agreement in relation to an entity controlled by Laurens Last that was not part of the acquisition of Scholle IPN. This transitional service agreement, ending in May 2023, has no significant impact on the Group. SIG Group aims to have a well-balanced Board of Directors with individuals who bring a variety of perspectives, backgrounds and skills, and who apply them to permit the Board of Directors to offer informed stewardship. The Board skill matrix below summarises the current set of skills/traits grouped into 13 categories:

Board skill matrix

3.2 Number of permissible activities

In the interest of good governance, the Company’s Articles of Association limit the number of outside mandates of the 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 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 members shall ensure that such activities do not conflict with the exercise 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 Chair 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 above.

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 Chair convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year. The Chair prepares the meetings, draws up the agenda, and acts as chair. 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 Chair 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 Chair 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 Nigel Wright had decided not to stand for re-election at the AGM 2022.

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