3. Board of directors

Biographical details of the members of the Board of Directors

No member of the Board of Directors performs executive activities within the Orell Füssli group and no member did so in the three financial years prior to the year under review. Dr. Thomas Moser represents the Swiss National Bank (SNB), the company’s largest shareholder. The SNB has its bank notes produced by Orell Füssli. All other directors are independent and have no material business relationships with Orell Füssli Holding Ltd or any other company in the Orell Füssli Group besides their directorship.

Regulations in the articles of association regarding the number of permissible mandates

According to the articles of incorporation, article 18h, the members of the Board of Directors are permitted to hold a maximum of five additional mandates for exchange-listed firms, a maximum of ten mandates for non-listed firms and a maximum of ten mandates for associations, family foundations and pension funds.

Chairman

Member of the Board of Directors since 2014

Chairman of the Board since 2017

Dr Anton Bleikolm

Swiss and Austrian, born 1949

Studies of Organic Chemistry at the Technical University in Graz, Master’s Degree and PhD

Stations

1973 – 1976 Technical University Graz, Institute for Organic Chemistry, Assistant Professor

1976 – 1980 Hoechst Ltd, Graz, Research Chemist, synthetic polymers and automotive coatings

1980 – 1991 SICPA S.A., Research

1991 – 2000 SICPA S.A., Technical Director

2000 – 2010 SICPA S.A., Managing Director

2010 – 2012 SICPA Group, Chief Operating Officer and Head Security Ink Division

2012 – 2014 SICPA Group, Strategic Advisor to the CEO and Chairman

Since 2014 Owner and Chairman AFB-Engineering & Services, Ecublens

Other board appointments

Member of the Board of Directors Landqart Ltd, Landquart

Vice Chairman

Member of the Compensation Committee

Member of the Board of Directors since 2017

Dr Beat Lüthi

Swiss, born 1962

Dr. sc. techn. ETH Zurich, Executive MBA INSEAD Fontainebleau

Stations

1987 – 1990 Zellweger Uster Ltd, Uster, Assistant and Product Manager

1990 – 1994 Mettler-Toledo International Inc., Greifensee, Manager LAB System Business

1994 – 1998 Mettler-Toledo (Switzerland) Ltd, Greifensee, General Manager

1998 – 2002 Feintool International Holding Ltd, Lyss, CEO and Member of the Board of Directors

2003 – 2007 Mettler-Toledo International Inc., Greifensee, CEO Laboratory Division

Since 2008 CTC Analytics Ltd, Zwingen, CEO and Member of the Board of Directors

Other board appointments

Chairman of the Board of Directors Inficon Holding Ltd, Bad Ragaz, Chairman of the Board of Directors Apaco Ltd, Grellingen, Member of the Board of Directors and Chairman Audit Committee Straumann Holding Ltd, Basel

member of the board

Member of the Board of Directors since 2016

Dr Caren Genthner-Kappesz

German, born 1970

PHD Mathematics, University of Würzburg (Germany), Diploma Mathematics and Computer Science, University of Würzburg

StationS

1999 – 2000 Boston Consulting Group, Munich, Strategy Consultant

2000 – 2002 The Launch Group/Sapient, Düsseldorf and Munich, Founding Member and Strategy Consultant

2003 – 2006 eBay, Berlin, finally as Department Head Formats & Solutions

2007 eBay Express and eBay Advertising, Berlin, Director

2007 –2009 shopping.com GmbH Germany (eBay), Berlin, CEO and Country Manager

2010 Shopping.com International, Berlin, Head Strategic Projects

2011 –2012 Brands4friends (eBay), Berlin, COO

2013 – 2015 Kalahari.com, Naspers, Cape Town, South Africa, CEO

2015 MIH IA, Naspers Africa Internet Holding, Cape Town, South Africa, CEO

Since December 2015 Glossybox Group/Beauty Trend Holding GmbH, Berlin, CEO

Other board appointments

Member of the Board of Directors Qliro Group AB, Stockholm, Sweden Member of the Board of Directors Main Street 1477 Proprietary Ltd, Johannesburg, South Africa

member of the board

Chairman of the Compensation Committee Member of the Board of Directors since 2014

Dr Thomas Moser

Swiss, born 1967

Dr.oec.publ., University of Zurich

Stations

1996 – 1999 KOF Swiss Economic Institute ETH Zurich, Economist

1999 – 2001 Swiss National Bank, Zurich, Economist

2001 – 2004 International Monetary Fund (IMF), Washington, USA, Advisor, from 2002 Senior Advisor to the Swiss Executive Director at the IMF

2004 – 2006 Swiss National Bank, Zurich, Assistant Director

2006 – 2009 International Monetary Fund, Washington, USA, Executive Director of the IMF constituency headed by Switzerland

Since 2015 Member of the KOF Executive Committee

Since 2015 Member of the Managing Committee of the Swiss Institute of Banking and Finance, University of St. Gallen

Since 2017 Member of the Advisory Board Swiss International Finance Forum

Since 2010 Swiss National Bank, Zurich, Alternate Member of the Governing Board

Other board appointments

None

member of the board

Member of the Audit Committee Member of the Board of Directors since 2014

Peter Stiefenhofer

Swiss, born 1953

Master in Economy and Business Administration, University of Zurich, Swiss Certified Accountant, Advanced Executive Program, Northwestern University, Kellogg School of Management, Evanston IL/USA

Stations

1980 – 1990 Fides Revision (KPMG), Zurich, Public Auditor, Consultant for IT projects

1990 – 1993 Zellweger Luwa, Uster, Group Controller

1993 – 2001 Zellweger Analytics, Inc., Lincolnshire, IL/USA, CFO and COO

2001 – 2007 Saurer Ltd, Arbon, CFO and Secretary to the Board of Directors

Since 2008 Owner and Chairman of Alovista Ltd and since 2011 of invest-in-Europe GmbH, Schaffhausen (Executive Consulting)

Other board appointments

Member of the Board of Directors Abbestate Holding Inc., Charlotte, NC/USA, General Manager Sea Dynamic GmbH, Baar, Member of the Board of Directors Sea Dynamic Immobilien AG, Horgen

member of the board

Chairman of the Audit Committee Member of the Board of Directors since 2011

Dieter Widmer

Swiss, born 1963

Swiss certified public accountant (CPA) and auditor

Stations

1986 – 2010 KPMG, Zurich, Vancouver, Berne, Auditor and Management Consultant, as of 1997 Head of KPMG Berne, as of 1998 Partner and as of 2002 Member of the Executive Committee of KPMG Switzerland, as of 2007 Member of the Non-Executive Board and Member of the Audit Committee of KPMG Europe LLP

Since 2010 Entrepreneur and independent member of various Boards of Directors

Other board appointments

Member of the Red Cross Council Swiss Red Cross, Berne, Co-owner and Member of the Board of Directors EquityNova Ltd, Zug, Co-owner and Member of the Board of Directors EnergyOn Holding Ltd, Zug, Co-owner and Member of the Board of Directors Kelag Systems AG, Sennwald, Co-owner and Member of the Board of Directors Blattmann Switzerland Ltd, Wädenswil, Co-owner and Member of the Board of Directors RP Invest Ltd, Zug, Member of the Foundation Council Kuoni and Hugentobler Foundation, Stans, Chairman of the Board of Directors Curena Ltd, Zurich, Member of the Board of Directors Mühle Walther Ltd, Bolligen, Member of the Board of Directors e+p holding ag (former Dr. Eicher + Pauli Ltd), Liestal

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 the votes represented at the Annual General Meeting of shareholders. Directors are elected individually. Every year, the General Meeting elects the Chairman of the Board of Directors and each individual member of the Compensation Committee. The restrictions on age and duration of office are stipulated in the business and organization regulations of the company.

Internal organization

The Board of Directors has the following functions: Chairman and Vice-Chairman.

The principal duties of the Board of Directors are as defined by the Swiss Code of Obligations, in particular art. 716a, and the business and organization regulations of the company. Management of the business is delegated to the CEO and the Executive Board of Orell Füssli Holding Ltd. The CEO chairs the Executive Board.

The Board of Directors meets as often as business requires, but at least once a quarter. Members of the executive management may also be invited to attend the Board of Directors meetings. The Board of Directors can also call in external consultants in order to deal with specific issues. The Board of Directors is assisted in its work by the Audit Committee and the Compensation Committee. In the year under review, the Board of Directors met for a full day on four separate occasions, twice for half a day and also for a constituent meeting following the Annual General Meeting and held one telephone conference. In addition, the Board of Directors held a two-day strategy workshop with the top management.

Audit Committee

The Board of Directors has appointed an Audit Committee, which assesses the annual and interim financial statements, risk management, the internal controls and the external auditors. The duties of the Audit Committee are defined in specific regulations. The Audit Committee has decision-making authority subject to the approval of the Board of Directors as a whole, which also receives the minutes of the Audit Committee meetings. The Audit Committee consists of two members of the Board of Directors. The CEO, the CFO, the Head of Internal Audit/Risk Officer as well as a representative of the auditors also attend the meetings of the Audit Committee in a consultative capacity. The Audit Committee meets at least twice a year, usually in the first and third quarters. The Audit Committee held four half-day meetings and several telephone conferences in the year under review. The Chairman of the Audit Committee holds regular meetings with the Head of Internal Audit, who is subordinate to him.

Compensation Committee

The Board of Directors has appointed a Compensation Committee, which determines the salary of the members of the Executive Board and management, subject to corporate profits and performance. The duties of the Compensation Committee are defined in specific regulations. The Compensation Committee has decision-­making authority within the bounds of the overall compensation approved by the General Meeting (effective as of the 2016 financial year). The other members of the Board of Directors are informed of the business dealt with and the main decisions taken after each meeting. The Compensation Committee consists of two members of the Board of Directors. The Group CEO and the Head Human Resources (responsible for the meeting minutes) also attend the meetings both in a non-voting capacity. The Compensation Committee meets at least once a year. The Compensation Committee met for two meetings lasting about four hours in the year under review.

The Members of the Board of Directors and of the Committees were present at all meetings with two exceptions.

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 defined by the business and organization regulations of the company. The Board of Directors determines business policy and the organizational structure, appoints the CEO, approves the budget and decides on proposals that are within its authority. The Board of Directors has entrusted the management of the business to the Executive Board under the chairmanship of the CEO.

Information and control instruments of the Board of Directors

The CEO briefs the Board of Directors at its meetings about the current course of business and important business transactions. Financial reporting to the Board of Directors consists of the monthly management cockpit, the interim report and the annual report comprising the annual financial statements at the end of the financial year.

The Chairman of the Board of Directors regularly meets with the CEO, who informs him of the most important current business events.

The Board of Directors and the Audit Committee, in particular, monitor risk management and the implementation of the internal control system. The Audit Committee determines its own audit areas and is informed at its meetings by the Head of Internal Audit and the Risk Officer about the results of audits conducted by independent internal or external units. The description of the Risk Management and Internal Control System can be accessed online (www.orellfuessli.com/en/investors/corporate-governance-d). Please also refer to the details of the risk management in the Notes to the consolidated financial statements of Orell Füssli Holding Ltd.

Internal audit

The principal task of the Internal Audit (IA) unit, which was set up in 2013 by the Board of Directors, is to assess the effectiveness and the efficiency of risk management, the internal management and control systems, and the governance processes and to make improvements, where necessary. In addition, IA reviews compliance with standards and provides independent, objective assurance and consulting services. The Head of IA reports directly to the Chairman of the Audit Committee. In the year under review four audits/reviews focusing on the Security Printing Division, four audits/reviews focusing on the Atlantic Zeiser Division and one further audit focusing on Orell Füssli Dienstleistungs Ltd were conducted. Other activities were performed in risk review and coordination, in financial assurance and in the context of group-wide security conferences. Further audits/reviews and assurance activities will be conducted at the group level and within the divisions in 2018.