5. Frequency of meetings of the Board of Directors and its Committees

The Chair convenes meetings of the Board of Directors as often as the Group’s business requires, but at least four times a year, and whenever a member of the Board or the CEO requests a meeting of the Board indicating the reasons for such meeting in writing.

The Board of Directors usually convenes four full-day ordinary meetings as well as an annual two-day joint strategy meeting with the Group Executive Board. The task at these meetings is to analyze the positioning of the Group in the light of the current macroeconomic and competitive environment, and to review and, if necessary, redefine the strategic orientation.

In the period under review, the Board held seven ordinary meetings, of which (i) six were in-person meetings, including three meetings lasting two full days, and (ii) one was a virtual meeting. In addition, the Board held four extraordinary virtual meetings. All Board members participated in all Board meetings except one Board member missing one Board meeting, resulting in an attendance rate of 99.02% in the period under review. Furthermore, the Board held one mandatory regulatory compliance training session. Attendance at the Board meetings in 2025 can be summarized as follows:

Meetings of the Board of Directors, January 1, 2025 to December 31, 2025

Meetings of the Board of Directors

Dates

 

Feb 20, 2025

 

Feb 24, 2025

 

Apr 7/8, 2025

 

Apr 8, 2025

 

May 22/23, 2025

 

Jul 24, 2025

 

Aug 2, 2025

 

Sept 16/17, 2025

 

Oct 16, 2025

 

Nov 15, 2025

 

Dec 9, 2025

Ola Rollén1

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

Werner Bauer

 

 

 

 

 

 

 

 

 

 

 

Niren Chaudhary1

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

Thomas Dittrich

 

 

 

 

 

 

 

 

 

 

 

Mariel Hoch

 

 

 

 

 

 

 

 

 

 

 

Florence Jeantet

 

 

 

 

 

 

 

 

 

 

excused

 

Abdallah Al Obeikan

 

 

 

 

 

 

 

 

 

 

 

Urs Riedener1

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

Martine Snels

 

 

 

 

 

 

 

 

 

 

 

Wah-Hui Chu2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Laurens Last2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Andreas Umbach2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Matthias Währen2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

1

Newly elected at the AGM 2025.

2

Did not stand for re-election at the AGM 2025.

For the period under review, the Compensation Committee held five ordinary meetings with an average duration of approximately three hours, of which four were in-person meetings and one was a virtual meeting. Furthermore, the Compensation Committee held six extraordinary meetings, with an average duration of approximately one hour, of which five were in person and one was a virtual meeting. All Compensation Committee members participated in all meetings, resulting in an attendance rate of 100%.

Meetings of the Compensation Committee, January 1, 2025 to December 31, 2025

Meetings of the Compensation Committee

Dates

 

Jan 23, 2025

 

Feb 19, 2025

 

Apr 7, 2025

 

Jul 23, 2025

 

Aug 8, 2025

 

Aug 20, 2025

 

Sept 8, 2025

 

Sept 15, 2025

 

Oct 28, 2025

 

Nov 3, 2025

 

Dec 8, 2025

Werner Bauer

 

 

 

 

 

 

 

 

 

 

 

Niren Chaudhary1

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

Urs Riedener1

 

n/a

 

n/a

 

n/a

 

 

 

 

 

 

 

 

Wah-Hui Chu2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Matthias Währen2

 

 

 

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

1

Served as member since the AGM 2025.

2

Served as member until the AGM 2025.

The Nomination and Governance Committee held three ordinary meetings with an average duration of approximately three hours, all of which were in-person meetings. Furthermore, the Nomination and Governance Committee held 16 extraordinary meetings with an average duration of approximately one hour, all of which were virtual meetings. All Nomination and Governance Committee members participated in all meetings, except one Nomination and Governance Committee member missing one Nomination and Governance Committee meeting, resulting in an attendance rate of 98.68%.

Meetings of the Nomination and Governance Committee, January 1, 2025 to December 31, 2025

Meetings of the Nomination and Governance Committee

Dates

 

Jan 3,
2025

 

Jan 8,
2025

 

Jan 17,
2025

 

Jan 24,
2025

 

Feb 4,
2025

 

Feb 12,
2025

 

Feb 18,
2025

 

May 5,
2025

 

May 14,
2025

 

Jun 2,
2025

Mariel Hoch

 

 

 

 

 

 

 

 

 

 

Niren Chaudhary1

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

Thomas Dittrich1

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

 

 

Martine Snels

 

 

 

 

 

 

 

 

 

 

Werner Bauer2

 

 

 

 

 

 

 

 

n/a

 

n/a

 

n/a

Florence Jeantet2

 

 

 

 

 

 

 

 

n/a

 

n/a

 

n/a

1

Served as member since the AGM 2025.

2

Served as member until the AGM 2025.

Meetings of the Nomination and Governance Committee, January 1, 2025 to December 31, 2025 – continued

Meetings of the Nomination and Governance Committee

Dates

 

Jul 15,
2025

 

Aug 2,
2025

 

Aug 20,
2025

 

Sept 1,
2025

 

Sept 5,
2025

 

Sept 16,
2025

 

Sept 26,
2025

 

Oct 16,
2025

 

Dec 8,
2025

Mariel Hoch

 

 

 

 

 

 

 

 

 

Niren Chaudhary1

 

 

 

 

 

 

 

 

 

Thomas Dittrich1

 

excused

 

 

 

 

 

 

 

 

Martine Snels

 

 

 

 

 

 

 

 

 

Werner Bauer2

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

Florence Jeantet2

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

1

Served as member since the AGM 2025.

2

Served as member until the AGM 2025.

The Audit and Risk Committee held five ordinary meetings with an average duration of approximately three hours, of which two were in-person meetings and three were virtual meetings. The Audit and Risk Committee held no extraordinary virtual meetings. All Audit and Risk Committee members participated in all meetings, except one Audit and Risk Committee member missing one Audit and Risk Committee meeting, resulting in an attendance rate of 95.24%. All meetings of the Audit and Risk Committee were partially attended by the external auditors.

Meetings of the Audit and Risk Committee, January 1, 2025 to December 31, 2025

Meetings of the Audit and Risk Committee

Dates

 

Feb 19, 2025

 

Apr 24, 2025

 

Jul 23, 2025

 

Oct 23, 2025

 

Dec 8, 2025

Thomas Dittrich

 

 

 

 

 

Mariel Hoch

 

 

 

 

 

Florence Jeantet

 

 

 

 

 

Urs Riedener1

 

 

 

 

excused

 

Martine Snels2

 

 

n/a

 

n/a

 

n/a

 

n/a

Matthias Währen2

 

 

n/a

 

n/a

 

n/a

 

n/a

1

Served as member since the AGM 2025.

2

Served as member until the AGM 2025.

The Technology and Innovation Committee held two ordinary meetings with an average duration of approximately four hours, both of which were in-person meetings. The Technology and Innovation Committee held no extraordinary meetings. All Technology and Innovation Committee members participated in both meetings, resulting in an attendance rate of 100%.

Meetings of the Technology and Innovation Committee, January 1, 2025 to December 31, 2025

Meetings of the Technology and Innovation Committee

Dates

 

Apr 9, 2025

 

Dec 10, 2025

Abdallah al Obeikan

 

 

Werner Bauer

 

 

Florence Jeantet

 

 

Martine Snels

 

 

Laurens Last1

 

n/a

 

n/a

1

Served as member until the AGM 2025.

With the exception of certain directors-only sessions, the Board meetings were usually attended by the CEO (resp. interim CEO) and other members of the Group Executive Board and other representatives of senior management. Some meetings of the Board of Directors were partially attended by external advisers. Meetings of the Audit and Risk Committee were attended by the CEO, the CFO and the Group General Counsel & Chief Compliance Officer. Meetings of the Compensation Committee were regularly attended by an external adviser to the Compensation Committee, the CEO, the Chief People & Culture Officer, the Group’s Global Compensation and Benefits Manager and the Company Secretary. The Nomination and Governance Committee meetings were regularly attended by the CEO and by the Company Secretary. Meetings of the Technology and Innovation Committee were attended by the CEO, the CTO and other representatives of senior management.

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