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 ten members. All members are non-executive. None of the Directors have been members of the Executive Committee (EC) of dormakaba Holding AG at any time in the last five financial years.
No BoD member has 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 |
|
Nationality |
|
Svein Richard Brandtzaeg (Chair) |
|
1957 |
|
2022 |
|
m |
|
NO |
|
Kenneth Lochiatto (Vice-Chair) |
|
1963 |
|
2022 |
|
m |
|
US |
|
Thomas Aebischer |
|
1961 |
|
2021 |
|
m |
|
CH |
|
Jens Birgersson |
|
1967 |
|
2018 |
|
m |
|
SE |
|
Stephanie Brecht-Bergen |
|
1985 |
|
2015 |
|
f |
|
DE |
|
Hans Gummert |
|
1961 |
|
2015 |
|
m |
|
DE |
|
Marianne Janik |
|
1965 |
|
2024 |
|
f |
|
FR, DE |
|
Ilias Läber |
|
1974 |
|
2024 |
|
m |
|
CH |
|
Ines Poeschel |
|
1968 |
|
2023 |
|
f |
|
CH |
|
Michael Regelski |
|
1965 |
|
2022 |
|
m |
|
US |
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 72 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:
The BoD held nine meetings in total during the financial year 2024/25, six ordinary and three extraordinary (eo) ones: one lasted almost ten hours, one lasted more than five hours, four lasted between three and a half and five hours, and two 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 two extraordinary meeting(s) scheduled on short notice. 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 2024/25:
|
|
|
BoD |
|
AC |
|
NCC |
|||
|
|
|
Ordinary |
Extraordinary |
|
Ordinary |
Extraordinary |
|
Ordinary |
Extraordinary |
|
Total number of meetings held |
|
6 |
3 |
|
4 |
1 |
|
4 |
2 |
|
Svein Richard Brandtzaeg (Chair) |
|
6 |
3 |
|
|
|
|
4 |
2 |
|
Kenneth Lochiatto (Vice-Chair) |
|
6 |
3 |
|
|
|
|
4 |
1 |
|
Thomas Aebischer |
|
6 |
3 |
|
4 |
1 |
|
|
|
|
Jens Birgersson |
|
6 |
3 |
|
4 |
1 |
|
|
|
|
Stephanie Brecht-Bergen |
|
6 |
2 |
|
|
|
|
4 |
2 |
|
Hans Gummert |
|
6 |
3 |
|
4 |
1 |
|
|
|
|
Marianne Janik 1 |
|
4 |
2 |
|
|
|
|
|
|
|
Ilias Läber 1 |
|
5 |
2 |
|
|
|
|
|
|
|
Ines Poeschel |
|
6 |
1 |
|
|
|
|
4 |
1 |
|
Michael Regelski |
|
6 |
3 |
|
|
|
|
|
|
1 Marianne Janik and Ilias Läber were elected as member of the BoD as from the AGM 2024: Ilias Läber attended one BoD meeting as guest ahead of his election. Both attended the six BoD meetings held after their election.
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 for 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 |
|
Marianne Janik (FR,DE) |
|
|
|
|
|
Ilias Läber (CH) |
|
|
|
|
|
Ines Poeschel (CH) |
|
|
|
M |
|
Michael Regelski (US) |
|
|
|
|
C(hairperson), M(ember)
The AC is composed of three 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 2024/25, the AC held five meetings, each lasting between two and three and a half hours. The CEO and the CFO take part in the meetings in an advisory capacity, as do, where necessary, representatives of the audit firm, representatives of Global Internal Audit and of the Group Controlling & Accounting department, and the Chief Legal Officer. In the financial year 2024/25, the Chief Legal Officer and the SVP Group Controlling & Accounting participated in all five meetings; the VP Internal Audit in three and representatives of the audit firm in two meetings. Further, the committee members attended several project related 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, cyber security, 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. 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 evaluation and election of the new external auditor to be proposed to the BoD for appointment by the upcoming AGM.
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 2024/25, the NCC held six meetings, four ordinary and two extraordinary ones: one meeting lasting more than three hours, three meetings lasting two hours, and two meetings lasting one hour or less. Further, the committee members participated in, and entertained, interviews with candidates and separate sessions regarding successions. The CEO and the Chief Human Resources Officer 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 the review of the performance-related compensation.
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 currently have a seat on the EC and report to the CEO: The Chief Financial Officer (CFO), the Chief Commercial Officer (CCO), the Chief Operations Officer (COO), the Chief Innovation Officer (CIO), the Chief Transformation Officer (CTO) and the President KWO (currently, the same person holds the last two roles.
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 Sustainability-related targets in performance-related compensation. 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 and works closely with the NCC about personnel issues at the EC level. The CEO also makes proposals to the NCC regarding the remuneration of EC members. 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, who in turn decides about the information of the BoD.
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 other members of the EC 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 updates on compliance, sustainability and cyber security.
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 an annual basis. The outcome of the skills assessment (see table below) 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 again held a workshop, supported by an external facilitator to assess and strengthen the BoD interactions and performance.
|
Board of Directors by career, experience, skills and knowledge |
|
Percentage |
|
|
|
Public / Private Company CEO |
|
40% |
|
p4 |
|
Financial |
|
70% |
|
p7 |
|
Industry |
|
70% |
|
p7 |
|
Corporate Responsibility |
|
50% |
|
p5 |
|
Securities / Legal |
|
30% |
|
p3 |
|
Commercialization / Marketing |
|
60% |
|
p6 |
|
Digital |
|
60% |
|
p6 |
|
Talent Management |
|
80% |
|
p8 |
|
Technology / Cybersecurity |
|
60% |
|
p6 |
|
Public Company Board |
|
70% |
|
p7 |
|
M&A / Business Development & Licensing |
|
80% |
|
p8 |
All required competencies are represented in the BoD, with emphasis on business development and M&A as well as talent management experience (80%), financial skills, board experience in listed undertakings and strategic industry and market knowledge (70%) and cyber and information technology skills as well as digital business model experience (60%).
Details on age, gender, geographic, and tenure diversity can be found in the table “BoD members as of 30 June 2025". 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.