3. board of directors
Members of the Board of Directors | Year of birth | Nationality | Member since | ||||
Dr. Klaus Oesch | 1944 | Swiss | 06.05.92 | ||||
Dr. Rudolf Rentsch | 1947 | Swiss | 08.05.96 | ||||
Dr. Rudolf W. Hug | 1944 | Swiss | 06.05.98 | ||||
Dr. Hans Kuhn | 1961 | Swiss | 09.05.07 | ||||
Balthasar Meier | 1947 | Swiss | 08.05.96 | ||||
Cross-interests
There are no reciprocal appointments to Boards of Directors of other listed companies.
Biographical Data of the Members of the Board of Directors
The Board of Directors has no executive members. Dr. Hans Kuhn represents Orell Füssli’s largest shareholder, the Swiss National Bank Ltd (SNB). The SNB has its own banknotes produced by Orell Füssli. All other members of the Board are independent and do not maintain any significant business relationship with Orell Füssli Holding Ltd or any other company in the Orell Füssli Group other than their directorship.
01 chairman
Dr. Klaus Oesch Member of the Audit Committee and Compensation Committee
Swiss, born 1944; Qualifications: Dr. sc. techn., dipl. El.-Ing. ETH, MBA INSEAD
Significant professional activities and functions:
— 1968–1971 Swissair AG, Zurich: Operations Research
— 1972–1973 Georg Fischer AG, Schaffhausen: group development
— 1974–1983 UBS, Zurich: turnaround management, M&A (First Vice President)
— 1984–1991 Eternit/Nueva Group Zurich: Member of Group Management
— 1992–2007 Managing Director, Orell Füssli Holding Ltd, Zurich
— Since May 2007 Chairman of the Board of Directors, Orell Füssli Holding Ltd, Zurich
Other board appointments:
— Chairman of the Board of Directors, Typon Holding Ltd, Burgdorf
— Deputy Chairman of the Board of Directors, Koras Ltd, Hasle-Rüegsau
— Chairman of the Board of Directors, Geosond Holding Ltd, Glarus
02 deputy chairman
Dr. Rudolf Rentsch Chairman of the Audit Committee
Swiss, born 1947; Qualifications: Dr. iur., University of Zurich
Significant professional activities and functions:
— 1974–1975 Rentsch International SA, Ungersheim (France): project management
— 1975–1976 Alford Packaging, Inc., Ridgefield Park NJ (USA): management training
— 1976–1981 CEO Rentsch International SA, Ungersheim, and Rentsch GmbH, Berlin
— 1981–1994 RIG Rentsch Ltd, Rickenbach: Chairman of the Board of Directors and Managing Director (1985: IPO)
— 1995–1998 AMCOR Rentsch Ltd: Chairman of the Board of Directors
— 1999–2003 Vogt-Schild Holding Ltd, Solothurn: Chairman of the Board of Directors and CEO
— Since mid-2003 concentration on directorships
Other board appointments:
— Member of the Board of Directors, Baloise Bank SOBA, Solothurn, resigned on 31 March 2009
— Member of the Board of Directors, Hoffmann-Neopac, Thun
— Member of the Board of Directors, Sintron Ltd, Grenchen
— Member of the Board of Directors, Typon Holding Ltd, Burgdorf
03 member of the board
Dr. Rudolf W. Hug Member of the Compensation Committee
Swiss, born 1944; Qualifications: Dr. iur., MBA INSEAD
Significant professional activities and functions:
— 1972–1976 Chase Manhattan Bank: international credit business
— 1977–1982 Credit Suisse: Head of North America business region
— 1983–1986 Credit Suisse: Head of Berne branch office
— 1987–1997 Credit Suisse/CSFB: Managing Director, International business segment
— Since 1997 independent management consultant
Other board appointments:
— Member of the Board of Directors, Swiss Post, Berne, resigned on 19 December 2009
— Member of the Board of Directors, Deutsche Bank (Switzerland) Ltd, Geneva
— Member of the Board of Directors, Allreal Holding Ltd, Zurich
— Chairman of the Board of Directors, Panalpina Welttransport (Holding) Ltd
— Member of the Foundation Board, Ernst Göhner Foundation
04 member of the board
Balthasar Meier Member of the Audit Committee
Swiss, born 1947; Qualifications: Minerva School of Business, Zurich; bank training, Zurich
Significant professional activities and functions:
— 1995–2009 Chairman of the Board of Directors, Fogal Ltd
— Since 2002 Chairman of the Board and Managing Director, WMPartners Vermögensverwaltungs Ltd, Zurich
Other board appointments:
— Member of the Board of Directors, BVZ Holding Ltd, Zermatt
— Member of the Board of Directors, Ulysse Nardin SA, Le Locle
05 member of the board
Dr. Hans Kuhn Member of the Compensation Committee
Swiss, born 1961; Qualifications: Dr. iur, lawyer, LL.M.
Significant professional activities and functions:
— 1995–2001 Swiss Federal Office of Justice, Section of Private International Law and International Civil Procedure Law, 1998–2001 Deputy Head of Section
— 2001–2007 Swiss National Bank (SNB) Ltd: Head of Legal Services, Director since 2003
— Since 2007 SNB: Head of the “Law and Services Division”
Other board appointments:
— Member of the Board of Directors, various companies of the StabFund Group
Election and Term of Office
The Board of Directors consists of at least three members elected by the Annual General Meeting of shareholders. Directors are elected for a one-year term of office by an absolute majority of votes represented at an Annual General Meeting of shareholders. Candidates are voted for individually. The restrictions on age and duration of office are stipulated in the regulations governing the organisation of the company.
Internal Organisation
The Board of Directors has the following functions: Chairman and Deputy Chairman.
The main functions of the Board of Directors comply with the Swiss Code of Obligations, in particular Art. 716a and the internal Rules of Organisation. Responsibility for management is delegated to the CEO and the Executive Board of Orell Füssli Holding Ltd. The functions of the Executive Board include the management of Orell Füssli Holding Ltd. The CEO chairs the Executive Board.
The Board of Directors convenes as often as business requires, but at least once a quarter. Members of senior management may also be invited to attend the meetings. The Board of Directors can also invite external consultants to attend in order to deal with specific issues. Two committees support the Board of Directors in its work.
Audit Committee
The Board of Directors has appointed an Audit Committee, which assesses the external auditors, internal controls, and the annual financial statements. The functions of the Audit Committee are defined in a set of regulations. The Audit Committee has decision-making authority subject to the approval of the Board of Directors as a whole. The committee is composed of three non-executive members of the Board of Directors. The CEO and the CFO also attend the meetings of the Audit Committee in a consultative capacity. The committee convenes at least twice a year, usually in the first and fourth quarter. The audit committee convened two times in the year under review.
Compensation Committee
The Board of Directors has appointed a Compensation Committee, which determines the salary of the members of the Executive Board and management personnel, subject to corporate success and performance. The functions of the Compensation Committee are defined in a set of regulations. The Compensation Committee is authorised to take decisions. The committee is composed of three non-executive members of the Board of Directors and convenes at least once a year. The compensation committee convened once in the year under review.
Allocation of authority between the Board of Directors and the Executive Board
The allocation of authority between the Board of Directors and the Executive Board is governed by the internal Rules of Organisation that can be accessed at www.orellfuessli.com – Investors – Corporate Governance. The Board of Directors determines business policy, organisational structure, elects the CEO, approves the budget and takes decisions on extraordinary investments, in accordance with the authority allocated to it. The Board of Directors has entrusted business management to the Executive Board, under the chairmanship of the CEO.
Information and control facilities used by the Board of Directors
The Board of Directors supervises risk management and implementation of the internal controlling unit. The CEO briefs the Board of Directors at its meetings about the current progress of business and significant business events. The Board of Directors is supported in its duties by an Audit Committee and a Compensation Committee. Details of the internal control system and risk management can be accessed at www.orellfuessli.com – Investors – Corporate Governance.