The duties and responsibilities of the BoD of dormakaba Holding AG are defined by the Swiss Code of Obligations, the Articles of Incorporation, and the company’s Organizational Regulations.
The BoD of dormakaba Holding AG currently has nine members as Till Reuter was appointed as CEO and stepped down as a BoD member, effective per 1 January 2024. All members are non-executive. None of the BoD members have sat on the Executive Committee (EC) of dormakaba Holding AG at any time in the last five financial years.
No BoD members have significant business relations with dormakaba Holding AG. The maximum number of mandates that BoD members are allowed to take on the governing bodies of legal entities outside dormakaba is regulated in § 27 of the Articles of Incorporation.
Based on the principles of the Swiss Code of Best Practice for Corporate Governance established by economiesuisse, all BoD members are independent.
The following table lists the name, year of birth, date of joining the BoD, gender, and nationality of the individual BoD members.
|
Name/Position |
|
Year of birth |
|
Entry |
|
Gender 1 |
|
Nationality |
|
Svein Richard Brandtzaeg (Chair) |
|
1957 |
|
2022 |
|
m |
|
NO |
|
Thomas Aebischer (Vice-Chair) |
|
1961 |
|
2021 |
|
m |
|
CH |
|
Jens Birgersson |
|
1967 |
|
2018 |
|
m |
|
SE |
|
Stephanie Brecht-Bergen |
|
1985 |
|
2015 |
|
f |
|
DE |
|
Hans Gummert |
|
1961 |
|
2015 |
|
m |
|
DE |
|
John Y. Liu |
|
1963 |
|
2020 |
|
m |
|
SG |
|
Kenneth Lochiatto |
|
1963 |
|
2022 |
|
m |
|
US |
|
Ines Poeschel |
|
1968 |
|
2023 |
|
f |
|
CH |
|
Michael Regelski |
|
1965 |
|
2022 |
|
m |
|
US |
1) The BoD proposes to the AGM 2024 to add a further female member to the BoD, see below.
The BoD of dormakaba Holding AG is elected by the AGM, with each member standing for election individually. The Articles of Incorporation state that the BoD shall have between five and ten members. Prospective members shall be elected for a one-year term of office up to the conclusion of the next AGM. BoD members can be re-elected. The Organizational Regulations provide that when they reach 70 years of age, BoD members shall resign at the next AGM.
According to the Swiss Code of Obligations and dormakaba Holding AG’s Articles of Incorporation and Organizational Regulations, the main responsibilities of the BoD are:
The relevant decisions are taken by the whole BoD. The CEO and CFO regularly participate in meetings of the BoD in an advisory capacity. Other EC members are brought in to advise on individual items of the agenda. The agendas for Board meetings are defined by the Chair based on an annual standard agenda defined by the BoD. Main topics of each ordinary BoD meeting are:
Further standard agenda topics are:
During the year under review, key BoD topics beyond the standard items were the review of the implementation of the strategy and operating model Shape4Growth as well as personnel matters at BoD and EC level.
The BoD held thirteen meetings in total during the financial year 2023/24, six ordinary and seven extraordinary (eo) ones: three lasted more than six hours, three lasted more than four hours, three lasted more than one hour, and four lasted one hour or less (extraordinary meetings to consult or decide on a specific topic). All BoD members attended all ordinary meetings held during their current term of office; some missed one (or more) extraordinary meeting(s). The following table shows the attendance of the individual BoD members at the BoD meetings and of the individual committee members at the committee meetings during the financial year 2023/24:
|
|
|
BoD |
|
AC |
|
NCC |
|||
|
Total number of meetings held |
|
13 |
|
4 |
|
13 |
|||
|
|
|
Ordinary |
Extraordinary |
|
Ordinary |
Extraordinary 2 |
|
Ordinary |
Extraordinary |
|
Svein Richard Brandtzaeg (Chair) |
|
6 |
7 |
|
4 |
|
|
4 |
9 |
|
Thomas Aebischer (Vice-Chair) |
|
6 |
7 |
|
3 |
|
|
|
|
|
Jens Birgersson |
|
6 |
3 |
|
4 |
|
|
|
|
|
Stephanie Brecht-Bergen |
|
6 |
5 |
|
|
|
|
4 |
8 |
|
Hans Gummert |
|
6 |
7 |
|
4 |
|
|
|
|
|
John Y. Liu |
|
6 |
6 |
|
|
|
|
|
|
|
Kenneth Lochiatto |
|
6 |
5 |
|
|
|
|
4 |
9 |
|
Ines Poeschel 1 |
|
6 |
5 |
|
|
|
|
3 |
8 |
|
Michael Regelski |
|
6 |
5 |
|
|
|
|
|
|
1 Ines Poeschel was elected as member of the BoD and the NCC as from the AGM 2023: She attended one BoD meeting as guest ahead of her election, as well as eleven BoD meetings and eleven NCC meetings held after her election.
2 There were no extraordinary meetings held
The BoD has formed an Audit Committee (AC) and a Nomination and Compensation Committee (NCC). Members of the NCC are elected at each AGM. Each committee has written terms of reference that define its tasks and responsibilities. The chairs of these committees are elected by the BoD. The committees meet regularly and are obliged to produce minutes as well as recommendations to the regular BoD meetings. Committee meeting agendas are defined by the committee chair. Members of the committees receive documentation prior to the meetings so they can prepare for discussion of agenda items.
|
Name (Nationality) |
|
Audit Committee (AC) |
|
Nomination and Compensation Committee (NCC) |
|
Svein Richard Brandtzaeg (NO) |
|
|
|
C |
|
Thomas Aebischer (CH) |
|
C |
|
|
|
Jens Birgersson (SE) |
|
M |
|
|
|
Stephanie Brecht-Bergen (DE) |
|
|
|
M |
|
Hans Gummert (DE) |
|
M |
|
|
|
John Y. Liu (SG) |
|
|
|
|
|
Kenneth Lochiatto (US) |
|
|
|
M |
|
Ines Poeschel (CH) |
|
|
|
M |
|
Michael Regelski (US) |
|
|
|
|
C(hairperson), M(ember)
The AC is composed of four non-executive BoD members, who have professional or other experience of finance and accounting:
The BoD has specified that members of the AC must meet certain requirements with regard to independence and skills and that they must not be EC members. The term of office is until the conclusion of the next AGM; members may be re-elected.
The AC meets at least twice a year but will be convened by the Chair as often as business requires. During the financial year 2023/24, the AC held four meetings, each lasting at least two hours. The CFO takes part in the meetings in an advisory capacity, as do, where necessary, the CEO, representatives of the audit firm, representatives of Global Internal Audit and of the Global Accounting department, and the Chief Legal Officer. In the financial year 2023/4, representatives of Global Internal Audit, the Chief Legal Officer, and representatives of the Global Accounting department participated in all four meetings; representatives of the audit firm in three meetings. The AC minutes the deliberations and decisions taken during meetings. The principal responsibilities of the AC are to evaluate risk management and accounting processes, monitor financial reporting and internal auditing, and assess external audits. With regard to external audits, the AC has the following responsibilities:
The AC’s tasks relating to internal audits include:
The Risk Management System periodically records legal, operational, financial, and business risks. Legal risks include current or potential legal disputes; operational risks include scenarios such as operational failures, supply chain issues, and natural disasters; whereas business risks include, for instance, payment defaults or general negative market developments. Risks are quantified and weighted with regard to their likelihood and their possible financial and/or business impact. Preventative measures that have been planned or already implemented are also subject to review. Risks are recorded if they have a potential financial impact of CHF 2.5 million or more. The AC regularly reports to the BoD as a whole about its activities, and it notifies the BoD immediately about important matters.
The agendas for the AC meetings are defined by its Chair based on an annual standard agenda. Main topics of the meetings are:
During the year under review, key AC topics beyond the standard items were the implementation of the Shape4Growth transformation program.
The NCC consists of four non-executive BoD members:
The term of office for each member is until the conclusion of the next AGM; members may be re-elected.
The NCC meets at least three times a year. During the financial year 2023/24, the NCC held thirteen meetings, four ordinary and nine extraordinary ones: one meeting lasting around four hours, ten meetings lasting one to two hour, and two meetings lasting less than one hour. The CEO, and the Chief Human Resources Officer usually take part in the meetings in an advisory capacity. The Vice President Global HR Total Rewards and member(s) of the external executive compensation consultancy attend the compensation topics of the meetings, excluding parts where their own compensation and/or performance are being discussed.
The NCC’s main compensation tasks are:
The NCC’s main nomination tasks are:
The NCC minutes its deliberations and decisions and regularly reports to the whole BoD.
The agendas for the NCC meetings are defined by its Chair based on an annual standard agenda. Main topics of the meetings are:
Compensation matters:
Nomination matters:
During the year under review, key NCC topics beyond the standard items were the BoD and Top Management succession planning and personnel matters at BoD and EC level.
The BoD has the highest responsibility for business strategy and supervises the management of dormakaba. It has the highest decision-making authority and sets the strategic, organizational, financial planning, and accounting rules that dormakaba must follow. The BoD has delegated the management of ongoing business to the CEO, supported by the EC. Therefore, the CEO is responsible for the overall management of dormakaba. The powers and functions of the EC are set out in the Organizational Regulations of dormakaba Holding AG. The following roles have a seat on the EC and report to the CEO: The CFO, the Chief Commercial Officer (CCO), the Chief Operations Officer (COO), the Chief Innovation Officer (CIO) and the President KWO. The CEO is responsible for alignment between functions and business.
The BoD guides the Group’s sustainability strategy and is responsible for its overall governance by reviewing and approving it. It is also responsible for reviewing and approving the double materiality assessment and the annual Sustainability Report. The AC is responsible for contributing to the integrity of the Sustainability Report and monitoring the assurance of the Sustainability Report. The NCC is responsible for approving ESG-related targets in management incentive plans. The BoD Chair is responsible for monitoring sustainability implementation progress against targets and for evaluating and monitoring sustainability risks and opportunities. The BoD receives a status update on sustainability performance at least once a year from the Group Sustainability Council, and the BoD Chair receives an update on a quarterly basis in addition to monthly reports on initiatives’ status.
The CEO manages dormakaba. He is responsible for all matters that are not allocated to other company bodies by law, by the Articles of Incorporation, or by the Organizational Regulations. After consulting with the EC, the CEO submits the strategy, the long- and medium-term objectives, and the management guidelines for dormakaba to the BoD for approval. In response to a proposal by the CEO, the BoD decides on the annual budget and the medium-term plan, which covers a three-year period, individual projects, and the statutory and consolidated financial statements of dormakaba. The CEO submits recommendations to the NCC about personnel issues at the EC level. The CEO also makes proposals to the NCC regarding the remuneration of EC members (including allocation of shares from the share allocation plans). The CEO regularly reports to the BoD about business performance, anticipated important business issues and risks, and about key changes at senior management level. BoD members may request and examine further information. The CEO must inform the BoD Chair immediately about any extraordinary developments.
The Management Information System of dormakaba works as follows: monthly, quarterly, semi-annual, and annual financial statements (balance sheet, income statement, and cash flow statement) are prepared based on the Group’s individual reporting units. These figures are consolidated for each market, function and business unit and for the Group as a whole. The financial figures are compared with the previous year and the budget. The achievability of the budget, which shows the first year of the medium-term plan for each reporting unit, is assessed against the monthly financial statements and in the form of monthly rolling forecasts. The CEO and CFO submit monthly written financial reports to the BoD about progress against the budget and comparisons with the previous year. At monthly meetings (monthly performance reviews), the CCO, COO, CIO and President KWO inform the CEO and the CFO about business performance and notable events based on written reports about e.g. achievement of budget targets. At BoD meetings, a summary of these reports is discussed and assessed with the CEO and the CFO.
The financial part of the Management Information System is supplemented by semi-annual risk reports as well as annual compliance and sustainability reports and cyber security updates.
In line with the guideline of the Swiss Code of Best Practice for Corporate Governance for well-balanced representation, the BoD members have a broad spectrum of educational backgrounds, professional skills, and expertise, and personal qualities from a range of industries. In addition to age, gender, geographic, and tenure diversity, the BoD assesses its level of diversity based on a skills matrix established by its NCC and self-evaluates its own work and the work of its committees on a regular basis. The outcome of the skills assessment and the self-evaluation are discussed within the BoD to define measures to improve quality of work within the BoD and its committees. During the year under review, the BoD held a six-hour workshop, supported by an external facilitator to assess and improve the BoD interactions and performance.
The skills matrix includes the following professional skills/expertise:
The assessment is carried out based on the two top skills of each BoD member as well as several personal attributes.
All required competencies are represented in the BoD, with emphasis on executive leadership experience and strategic industry and technology skills (50% occurrence), followed by corporate governance/compliance and financial skills (30%), and digital business model experience (20%).
Details on age, gender, geographic, and tenure diversity can be found in the table “BoD members as of 30 June 2023". Details on the range of business sectors represented by the Board members can be found in their biographies.
The NCC annually reviews the composition of the BoD and its committees based on the abovementioned characteristics of its members as well as on dormakaba’s strategy, business profile, risks, and opportunities to determine the need to propose changes to the AGM.