Annual Report 2024

6. Areas of responsibility

The Board, acting collectively, has the ultimate responsibility for the conduct of business of the Company and for delivering sustainable shareholder and stakeholder value. The Board sets the Company’s strategic aims, ensures that the necessary financial and human resources are in place to meet the Company’s objectives, and supervises and controls the management of the Company. Further, the Board monitors progress of previously defined strategic initiatives and priorities. In addition, the Board is also responsible for maintaining a corporate culture with high ethical standards which emphasizes the integrity of the Group and its employees. It may take decisions on all matters that are not expressly reserved to the shareholders’ meeting or to another corporate body by law, by the Articles of Association or by the Organizational Regulations. The Board’s non-transferable and irrevocable duties, as set out in the CO and art. 19 para. 4 of the Articles of Association, include:1

  • the supreme managerial responsibility for the Company and for issuing the necessary directives;
  • determining the Company organization;
  • the overall structure of the accounting system, financial control and financial planning;
  • the appointment and dismissal of those persons responsible for the conduct of business and for representing the Company, the regulation of signatory authorities and the determination of their other authorities;
  • the supervision of those persons responsible for the conduct of business, especially in terms of their compliance with the law, with the Articles of Association and with regulations and directives;
  • the production of the Annual Report and of the Compensation Report, and the preparation of the General Meeting and the implementation of its resolutions;
  • all decisions relating to the subsequent paying-in of non-fully-paid-up shares;
  • all decisions relating to capital increases and the consequent amendments to the Articles of Association;
  • filing an application for a debt restructuring moratorium and notifying the court in the event that the Company is overindebted;
  • all other non-transferable and inalienable responsibilities attributed to the Board of Directors by law or these Articles of Association.

In addition, Swiss law and the Organizational Regulations reserve to the Board the following powers, among others:

  • to determine the overall business strategy, taking into account the information, proposals, and alternatives presented by the CEO;
  • to set financial objectives and approve, via the budget and financial planning process, the necessary means to achieve these objectives, including approving a capital allocation framework;
  • to decide on the Group entering into substantial new business areas or exiting from a substantial existing business area, insofar as this is not covered by the current approved strategic framework;
  • to appoint and remove the CEO and the other members of the Group Executive Board;
  • to set the risk profile and the risk capacities of the Group; and
  • to approve all matters and business decisions where such decisions exceed the authority delegated by the Board to its Committees, the CEO, or the Group Executive Board.

The Board of Directors has delegated the operational management of the Company and the Group to the Group Executive Board headed by the CEO, subject to the duties and powers reserved to the Board by Swiss law, the Articles of Association, and the Organizational Regulations. The Group Executive Board is responsible for implementing and achieving the Company’s corporate objectives, and for the management and control of all Group companies.2 The Group Executive Board is directly supervised by the Board of Directors and its Committees.

Pursuant to the Organizational Regulations, the CEO is appointed by the Board of Directors on recommendation of the Nomination and Governance Committee and may be removed by the Board of Directors. The other members of the Group Executive Board are appointed by the Board of Directors on the recommendation of the Nomination and Governance Committee in consultation with the CEO and may be removed by the Board of Directors.

1 A detailed description of these responsibilities and duties of the Board of Directors, its Committees, and the Group Executive Board can be found in the Articles of Association (https://www.sig.biz/investors/en/governance/articles-of-association) and the Organizational Regulations (https://www.sig.biz/investors/en/governance/organizational-regulations).

2 The Group Executive Board exercises those duties which the Board of Directors has delegated to the management in accordance with the Company’s Organizational Regulations and Swiss law.

Share this page