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
Dates |
|
Feb 20, 2025 |
|
Feb 24, 2025 |
|
Apr 7/8, 2025 |
|
Apr 8, 2025 |
|
May 22/23, 2025 |
|
Jul 24, 2025 |
|
Aug 2, 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 |
||||||
|
||||||||||||||||||||||||||||
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
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 |
||||||
|
||||||||||||||||||||||||||||
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
Dates |
|
Jan 3, |
|
Jan 8, |
|
Jan 17, |
|
Jan 24, |
|
Feb 4, |
|
Feb 12, |
|
Feb 18, |
|
May 5, |
|
May 14, |
|
Jun 2, |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 |
||||||
|
||||||||||||||||||||||||||
Meetings of the Nomination and Governance Committee, January 1, 2025 to December 31, 2025 – continued
Dates |
|
Jul 15, |
|
Aug 2, |
|
Aug 20, |
|
Sept 1, |
|
Sept 5, |
|
Sept 16, |
|
Sept 26, |
|
Oct 16, |
|
Dec 8, |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
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 |
||||||
|
||||||||||||||||||||||||
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
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 |
||||||
|
||||||||||||||||
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
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.