Hans Ulrich Meister

(born 1959, Swiss, non-executive)

Hans Ulrich Meister has been a Member and Chairman of the Board of Directors since March 2016. Between 2008 and March 2016, Hans Ulrich Meister was CEO of the Switzerland Region for Credit Suisse. From 2011 he was also CEO of the Private Banking Division and from 2012 Head of the Private Banking & Wealth Management Division, responsible for private banking business in EMEA (Europe, Middle East, Africa) and Asia Pacific. In these roles he was also a Member of the Executive Boards of Credit Suisse Group AG and Credit Suisse AG. Previously, he performed various management functions for UBS in Switzerland and internationally for over 20 years, finishing as Head of Private and Corporate Clients between 2005 and 2007. From 2004 he was also a member of the UBS Group Managing Board. Before that he was responsible for the Large Corporates & Multinationals business. In 2002, he worked for UBS’s Wealth Management USA in New York. Hans Ulrich Meister has a business degree from Zurich University of Applied Sciences and graduated from the Advanced Management Program of Wharton School and Harvard Business School.

Calvin Grieder

(born 1955, Swiss, non-executive)

Calvin Grieder has been Vice Chairman of the Board of Directors since March 2016 and a Member of the Board since March 2013. Calvin Grieder grew up in the USA and graduated as a process engineer from the Federal Institute of Technology in Zurich (ETH). He then held various management positions in Swiss and German companies in the fields of control engineering, automation, and plant design. In these roles he was mainly responsible for successfully developing and expanding international business. In 2001, Calvin Grieder moved from Swisscom to Bühler Group, which he led as CEO until the end of June 2016. Since February 2014, he has been Chairman of the Board of Directors of Bühler AG. Until the end of 2016, Calvin Grieder sat on the Board of Hilti AG and he is Vice Chairman of the Board of Directors of Givaudan AG.

Chantal Balet Emery

(born 1952, Swiss, non-executive)

Chantal Balet Emery has been a Member of the Board of Directors since March 2013. Chantal Balet Emery is a consultant lawyer at the Pratifori 5 law firm and partner in Cabinet Conseil Fasel, Balet, Loretan (FBL). From 1994 to 2008 she headed the Western Swiss office of the economiesuisse business association in Geneva. From 1984 to 1994 she worked as a self-employed lawyer and notary in Canton Valais. She is Chair of the Fédération romande pour l’énergie and a Member of the Boards of Directors of the following companies: Vaudoise Assurances Holding SA, Vaudoise Générale, Compagnie d‘Assurances SA, Vaudoise Vie, Compagnie d‘Assurances SA, Mutuelle Vaudoise, Société Coopérative, Walliser Kantonalbank, Maison Gilliard AG, Domaines Maison Gilliard AG and OLF SA.

Kyrre Olaf Johansen

(born 1962, Norwegian, non-executive)

Kyrre Olaf Johansen has been a Member of the Board of Directors since March 2016. Since 2013, Kyrre Olaf Johansen has been CEO of Norsk Mineral AS, which works internationally in the minerals, real estate, industry, finance and renewable energy sectors. From 2008 to 2012 he was CEO of real estate company Entra Eiendom with a portfolio of almost CHF 3 billion. After completing his masters in construction engineering in 1986, he worked as an engineering consultant until 1991. In 1989, he earned a degree as business candidate at the BI Norwegian Business School. From 1991 to 1998 he held various management positions on construction projects at ABB Power Generation AG in Baden, Switzerland. In 1999 he became regional head of the Norwegian branch of NCC, an internationally active construction and real estate company based in Sweden. In 2000 he became CEO of the road construction division of NCC Industri, now NCC Roads. Between 2003 and 2008, as CEO of Mesta AS, he was in charge of one of Norway’s biggest roadbuilders. Kyrre Olaf Johansen has extensive management experience in various industries and is a leading proponent of a value-based management culture.

Henner Mahlstedt

(born 1953, German, non-executive)

Henner Mahlstedt has been a Member of the Board of Directors since March 2015. Henner Mahlstedt studied civil engineering at the Technical University of Braunschweig. From 1980 to 2001 Henner Mahlstedt held various management positions at Strabag Hoch- und Ingenieurbau AG in Hamburg, Berlin and Cologne, from 1997 to 2001 as a Member of the Executive Board. He then served as CEO of Pegel & Sohn GmbH + Co. KG in Berlin before moving in 2003 to take charge of the new federal states for Hochtief Group. In 2005 he was appointed to the Executive Board of Hochtief Construction AG in Essen; from 2007 until the end of 2010 he was the Chairman of the Executive Board. Henner Mahlstedt was then appointed Chairman of the Executive Board of Hochtief Solutions AG in Essen. From 2007 to 2012 he was also a Member of the Global Group Executive Committee of Hochtief AG. In addition, he held various positions on the committees of the German Construction Industry Federation and the German Society for Concrete and Construction Technology. Henner Mahlstedt has worked at Mahlstedt Consultants GbR since mid-2012. He is also a member of the advisory board of Huesker Synthetic GmbH and Franzen Holding GmbH, and is a lecturer at Westfälische Hochschule.

Ines Pöschel

(born 1968, Swiss, non-executive)

Ines Pöschel has been a Member of the Board of Directors since March 2016. Since 2007 Ines Pöschel has been a Partner at law firm Kellerhals Carrard, and since 2010 a member of the firm’s Steering Committee. Before that she worked in various positions at well-known law firms in Switzerland and the USA, including as a lawyer at Bär & Karrer from 2002 to 2007, and as Senior Manager at Andersen Legal from 1999 to 2002. Ines Pöschel completed her legal studies at the University of Zurich in 1993 and was called to the bar in 1996. She is a member of various boards of directors and boards of trustees (including at Bernexpo Holding AG and Foundation Lotti Latrous), and she sits on the Swiss Federal Commission of Experts for the Commercial Register. She regularly lectures at renowned universities. Ines Pöschel specialises in company and capital markets law, corporate governance, and M&A transactions at private and listed companies.

Laurent Vulliet

(born 1958, Swiss, non-executive)

Laurent Vulliet has been a Member of the Board of Directors since March 2016. Since 1994 Laurent Vulliet has been Professor of Soil Mechanics at the Swiss Federal Institute of Technology in Lausanne (EPFL), where he also teaches risk management. Having graduated as a construction engineer from the ETH Zurich in 1980, he obtained his doctorate in 1986 from the EPFL. In 2008 he completed the Advanced Management Program at INSEAD in Fontainebleau (France). Between 2006 and 2015 he was a Member of the Board and since 2008 also CEO of BG Consulting Engineers in Lausanne. For three years from 1986 he taught at the University of Arizona in Tucson (USA). From 1989 he worked as Senior Engineer at Cérenville Géotechnique SA in Ecublens. From 2001 until the end of 2007 he was Deacon of the ENAC faculty at the EPFL, which encompasses architecture, infrastructure and environmental sciences. Laurent Vulliet is a member of the Swiss Academy of Engineering and the Energy Commission of the Canton of Vaud. From 1997 to 2007 he was also a member of the Non-Parliamentary Commission for Natural Hazards and from 2009 to 2013, Vice Chair of the Swiss Engineers and Architects Association (SIA).

 

 

Hans Ulrich Meister

(born 1959, Swiss, non-executive)

Hans Ulrich Meister has been a Member and Chairman of the Board of Directors since March 2016. Between 2008 and March 2016, Hans Ulrich Meister was CEO of the Switzerland Region for Credit Suisse. From 2011 he was also CEO of the Private Banking Division and from 2012 Head of the Private Banking & Wealth Management Division, responsible for private banking business in EMEA (Europe, Middle East, Africa) and Asia Pacific. In these roles he was also a Member of the Executive Boards of Credit Suisse Group AG and Credit Suisse AG. Previously, he performed various management functions for UBS in Switzerland and internationally for over 20 years, finishing as Head of Private and Corporate Clients between 2005 and 2007. From 2004 he was also a member of the UBS Group Managing Board. Before that he was responsible for the Large Corporates & Multinationals business. In 2002, he worked for UBS’s Wealth Management USA in New York. Hans Ulrich Meister has a business degree from Zurich University of Applied Sciences and graduated from the Advanced Management Program of Wharton School and Harvard Business School.

Calvin Grieder

(born 1955, Swiss, non-executive)

Calvin Grieder has been Vice Chairman of the Board of Directors since March 2016 and a Member of the Board since March 2013. Calvin Grieder grew up in the USA and graduated as a process engineer from the Federal Institute of Technology in Zurich (ETH). He then held various management positions in Swiss and German companies in the fields of control engineering, automation, and plant design. In these roles he was mainly responsible for successfully developing and expanding international business. In 2001, Calvin Grieder moved from Swisscom to Bühler Group, which he led as CEO until the end of June 2016. Since February 2014, he has been Chairman of the Board of Directors of Bühler AG. Until the end of 2016, Calvin Grieder sat on the Board of Hilti AG and he is Vice Chairman of the Board of Directors of Givaudan AG.

Chantal Balet Emery

(born 1952, Swiss, non-executive)

Chantal Balet Emery has been a Member of the Board of Directors since March 2013. Chantal Balet Emery is a consultant lawyer at the Pratifori 5 law firm and partner in Cabinet Conseil Fasel, Balet, Loretan (FBL). From 1994 to 2008 she headed the Western Swiss office of the economiesuisse business association in Geneva. From 1984 to 1994 she worked as a self-employed lawyer and notary in Canton Valais. She is Chair of the Fédération romande pour l’énergie and a Member of the Boards of Directors of the following companies: Vaudoise Assurances Holding SA, Vaudoise Générale, Compagnie d‘Assurances SA, Vaudoise Vie, Compagnie d‘Assurances SA, Mutuelle Vaudoise, Société Coopérative, Walliser Kantonalbank, Maison Gilliard AG, Domaines Maison Gilliard AG and OLF SA.

Kyrre Olaf Johansen

(born 1962, Norwegian, non-executive)

Kyrre Olaf Johansen has been a Member of the Board of Directors since March 2016. Since 2013, Kyrre Olaf Johansen has been CEO of Norsk Mineral AS, which works internationally in the minerals, real estate, industry, finance and renewable energy sectors. From 2008 to 2012 he was CEO of real estate company Entra Eiendom with a portfolio of almost CHF 3 billion. After completing his masters in construction engineering in 1986, he worked as an engineering consultant until 1991. In 1989, he earned a degree as business candidate at the BI Norwegian Business School. From 1991 to 1998 he held various management positions on construction projects at ABB Power Generation AG in Baden, Switzerland. In 1999 he became regional head of the Norwegian branch of NCC, an internationally active construction and real estate company based in Sweden. In 2000 he became CEO of the road construction division of NCC Industri, now NCC Roads. Between 2003 and 2008, as CEO of Mesta AS, he was in charge of one of Norway’s biggest roadbuilders. Kyrre Olaf Johansen has extensive management experience in various industries and is a leading proponent of a value-based management culture.

Henner Mahlstedt

(born 1953, German, non-executive)

Henner Mahlstedt has been a Member of the Board of Directors since March 2015. Henner Mahlstedt studied civil engineering at the Technical University of Braunschweig. From 1980 to 2001 Henner Mahlstedt held various management positions at Strabag Hoch- und Ingenieurbau AG in Hamburg, Berlin and Cologne, from 1997 to 2001 as a Member of the Executive Board. He then served as CEO of Pegel & Sohn GmbH + Co. KG in Berlin before moving in 2003 to take charge of the new federal states for Hochtief Group. In 2005 he was appointed to the Executive Board of Hochtief Construction AG in Essen; from 2007 until the end of 2010 he was the Chairman of the Executive Board. Henner Mahlstedt was then appointed Chairman of the Executive Board of Hochtief Solutions AG in Essen. From 2007 to 2012 he was also a Member of the Global Group Executive Committee of Hochtief AG. In addition, he held various positions on the committees of the German Construction Industry Federation and the German Society for Concrete and Construction Technology. Henner Mahlstedt has worked at Mahlstedt Consultants GbR since mid-2012. He is also a member of the advisory board of Huesker Synthetic GmbH and Franzen Holding GmbH, and is a lecturer at Westfälische Hochschule.

Ines Pöschel

(born 1968, Swiss, non-executive)

Ines Pöschel has been a Member of the Board of Directors since March 2016. Since 2007 Ines Pöschel has been a Partner at law firm Kellerhals Carrard, and since 2010 a member of the firm’s Steering Committee. Before that she worked in various positions at well-known law firms in Switzerland and the USA, including as a lawyer at Bär & Karrer from 2002 to 2007, and as Senior Manager at Andersen Legal from 1999 to 2002. Ines Pöschel completed her legal studies at the University of Zurich in 1993 and was called to the bar in 1996. She is a member of various boards of directors and boards of trustees (including at Bernexpo Holding AG and Foundation Lotti Latrous), and she sits on the Swiss Federal Commission of Experts for the Commercial Register. She regularly lectures at renowned universities. Ines Pöschel specialises in company and capital markets law, corporate governance, and M&A transactions at private and listed companies.

Laurent Vulliet

(born 1958, Swiss, non-executive)

Laurent Vulliet has been a Member of the Board of Directors since March 2016. Since 1994 Laurent Vulliet has been Professor of Soil Mechanics at the Swiss Federal Institute of Technology in Lausanne (EPFL), where he also teaches risk management. Having graduated as a construction engineer from the ETH Zurich in 1980, he obtained his doctorate in 1986 from the EPFL. In 2008 he completed the Advanced Management Program at INSEAD in Fontainebleau (France). Between 2006 and 2015 he was a Member of the Board and since 2008 also CEO of BG Consulting Engineers in Lausanne. For three years from 1986 he taught at the University of Arizona in Tucson (USA). From 1989 he worked as Senior Engineer at Cérenville Géotechnique SA in Ecublens. From 2001 until the end of 2007 he was Deacon of the ENAC faculty at the EPFL, which encompasses architecture, infrastructure and environmental sciences. Laurent Vulliet is a member of the Swiss Academy of Engineering and the Energy Commission of the Canton of Vaud. From 1997 to 2007 he was also a member of the Non-Parliamentary Commission for Natural Hazards and from 2009 to 2013, Vice Chair of the Swiss Engineers and Architects Association (SIA).

 

3. Board of Directors

3.1 Members of the Board of Directors

During the year under review, Hubert Achermann acted as Chairman of the Board of Directors until his resignation on 3 February 2016. Henner Mahlstedt was appointed by the Board of Directors to serve as Chairman for the remaining term up until the Annual General Meeting of Shareholders on 22 March 2016. At the General Meeting of Shareholders on 22 March 2016, Hans Ulrich Meister was elected as the new Chairman of the Board of Directors.

Hans-Beat Gürtler and Patrick Hünerwadel did not make themselves available for re-election at the Annual General Meeting of 22 March 2016. Kyrre Olaf Johansen, Ines Pöschel and Laurent Vulliet were elected to the Board of Directors.

From the Annual General Meeting of Shareholders on 22 March 2016 until the end of the financial year, Implenia Ltd.’s Board of Directors thus had seven members: Chairman Hans Ulrich Meister, Vice Chairman Calvin Grieder, Chantal Balet Emery, Kyrre Olaf Johansen, Henner Mahlstedt, Ines Pöschel and Laurent Vulliet.

None of the Members of the Board of Directors performs an operational management role for Implenia Ltd. or any of its group companies. Neither has any Member of the Board of Directors been part of the Executive Board / Group Executive Board of Implenia Ltd. or any of its Group companies during the last three financial years. No Member of the Board of Directors has any significant business relationships with the Implenia Group.

3.2 Other activities and interests

This information is given above in the individual profiles of the Members of the Board of Directors.

3.3 Provisions included in the Articles of Association relating to the number of activities allowed under Art. 12 Para. 1 Section. 1 of the (VegüV)

According to Art. 22e of the Articles of Association, the number of mandates that members of the Board of Directors can take in the top management and supervisory bodies of legal entities outside the Implenia Group that are registered in the Swiss Commercial Register or similar foreign register, is limited to a maximum of 14 mandates, of which no more than four may be at listed companies. If mandates are exercised in different legal entities within one group, or on behalf of one group or legal entity, these are counted altogether as one mandate. A Member can exceed the maximum limits for a short time in line with the Articles mentioned above.

The Articles of Association, containing the precise wording of the provision mentioned above, can be found on Implenia’s website
http://www.implenia.com/en/about-us/corporate-governance/articles-of-association.html

3.4 Elections and terms of office

3.4.1 Length of terms of office and limits on terms of office

The term of office of Board Members is one year. This commences on the date of election and finishes at the end of the subsequent Annual General Meeting, unless the Member resigns or is dismissed before this (Art. 18 Para. 3 of the Articles of Association). The Members of the Board can be re-elected at any time (Art. 18 Para. 4 of the Articles of Association), but are subject to an upper age limit of 70 years. They must leave the Board at the Annual General Meeting of Shareholders following their 70th birthday (Art. 18 Para. 5 of the Articles of Association).

3.4.2 First election

The dates on which each Member of the Board of Directors was first elected are given in the following table:

3.4.3 Principles of the election procedure 

In accordance with the Ordinance Against Excessive Pay at Publicly Listed Companies (“VegüV”), Members of the Board of Directors are elected individually by the AGM based on Art. 9b of the Articles of Association. The Chairman of the Board of Directors, the Members of the Remuneration Committee (Nomination and Remuneration Committee) and the independent proxy are also elected by the AGM in accordance with this provision of the Articles of Association. Also in line with the relevant provisions of the VegüV, Members of the Board of Directors and of the Nomination and Remuneration Committee are elected individually (Art. 18, Para. 2 of the Articles of Association).

With regard to dealing with a vacancy in the Chairmanship of the Board of Directors, or with the Nomination and Remuneration Committee not having sufficient Members, or with the company not having an independent proxy, the Articles of Association do not include any provisions that deviate from Art. 4 Para. 4 VegüV, Art. 7 Para. 4 VegüV and Art. 8 Para. 6 VegüV.

3.5 Internal organisational structure

3.5.1 Distribution of tasks responsibilities within the Board of Directors

Apart from the election of the Chairman of the Board of Directors and the Members of the Nomination and Compensation Committee by the AGM, the Board of Directors constitutes itself and appoints the Vice Chairman of the Board of Directors and the Secretary to the Board of Directors.

The tasks and powers of the Chairman of the Board of Directors are as defined by the law, the Articles of Association, the Organisational Regulations of 21 December 2015 (“Implenia’s OR”) and the Table of Responsibilities of 18 August 2016 (“Table of Responsibilities”), as well as by any specific resolutions of the Board of Directors. The Chairman chairs meetings of the Board of Directors. In urgent cases, he is allowed to perform the duties of the Board of Directors by himself. This applies in particular if a decision cannot be taken by the Board of Directors in time, and if the Chairman may reasonably expect the Board to agree with his actions. In such cases the Chairman must inform the other Members of the Board of Directors immediately (Section 2.8a Implenia’s OR). The Chairman can also ask the CEO and other Members of the Group Executive Board for any information at any time. These people must also brief him on all important business. The Chairman ensures that the other Members of the Board of Directors are briefed on significant developments in good time (Section 2.8b of Implenia’s OR). If the Chairman is absent or unable to carry out his duties or exercise his powers, the Vice Chairman, or if necessary another Member of the Board of Directors to be chosen by the Board, shall do so in his place (Section 2.8c Implenia’s OR).

Implenia’s OR (excluding the Table of Responsibilities) can be found on the Implenia website.
http://www.implenia.com/de-ch/uber-uns/corporate-governance/organisations-und-geschaftsreglement.html

3.5.2 Members, tasks and areas of responsibility of the committees of the Board of Directors

The Board of Directors has formed two committees, the Audit Committee and the Nomination and Remuneration Committee.

The Audit and the Nomination and Remuneration Committee analyse the areas assigned to them by the Board of Directors and submit reports to the Board of Directors to help it prepare its resolutions and perform its supervisory function. The Chairs of the individual committees inform the Board of Directors about all major points and give recommendations for the decisions that have to be taken by the Board as a whole. The committees’ tasks and responsibilities are set out in Implenia’s OR and in the Table of Responsibilities appended to the OR, as well as in regulations issued by the Board of Directors.

The committees and their Members for the year under review are shown in the table below:

The Audit Committee consists of at least two Members of the Board of Directors, who are chosen by the Board of Directors. The Audit Committee handles all Board business relating to the monitoring and structuring of the accounting system, financial controlling (internal control system), financial planning and risk management. It coordinates and harmonises the work of the internal and external auditors. It is also responsible for regular communication with the internal and external auditors and formulates instructions for the internal and external audit. It has the authority to order special audits (Section 3.2 Implenia’s OR).

The Nomination and Remuneration Committee is made up of between two and four Members of the Board of Directors. The Members of the Nomination and Remuneration Committee are elected individually by the General Meeting of Shareholders. The principles governing the tasks and responsibilities of the Nomination and Remuneration Committee in relation to remuneration are determined by the General Meeting pursuant to Art. 21a of the Articles of Association and are described in more detail in the Remuneration Report (p. 182).

The committees organise themselves. The Board issues regulations in response to committee proposals. The committees are fundamentally advisory bodies; decision-making power is reserved for the Board of Directors as a whole. The committees only have decision-making power when this is stipulated in the Table of Responsibilities or committee regulations, or by special resolution of the Board of Directors.

The committees are authorised to carry out or commission investigations into all matters relating to their area of responsibility. They can bring in independent experts to help. The Board of Directors can appoint ad hoc committees for specific tasks and allocate powers of preparation, monitoring and/or decision-making to these committees (Section 3.1 Paras. 1 and 6 Implenia’s OR). No ad hoc committees were formed during the year under review.

3.5.3 Working method of the Board of Directors and its committees

The Board of Directors and its committees meet as often as business requires, but at least six times a year (Board of Directors), three times a year (Audit Committee), or twice a year (Nomination and Remuneration Committee). Meetings take place at the invitation of the chair of the committee concerned. Invitations are accompanied by an agenda and meeting documents. In addition, each member is entitled to request that a meeting be convened and can request that items are added to the agenda. Each meeting of the Board of Directors is chaired by the Chairman of the Board; the committee meetings are led by the committee chairs. Meetings are quorate if the majority of members are in attendance. Members who take part in the meeting via telephone or video conference shall be regarded as being present at the meeting.

The Board of Directors and its committees pass resolutions and elect members by simple majority of the votes cast by attending members. Abstentions are not permitted. If votes are tied, the person chairing the meeting has the casting vote. The results of discussions and the resolutions made are minuted. The CEO, the CFO and, where required, further Members of the Group Executive Board take part in the meetings of the Board of Directors. The Board of Directors also holds regular meetings without the participation of the CEO, the CFO or Members of the Group Executive Board (Section 2.3c Implenia’s OR).

The Chairman of the Board of Directors participates in meetings of the Audit Committee and the Nomination and Remuneration Committee as a standing guest. The Audit Committee’s meetings are generally also attended by the CEO, the CFO, the Head of Corporate Controlling, the Head of Reporting & Tax, where necessary a representative of Internal Audit and, if required by the business at hand, one or more representatives of the external auditors and other persons selected by the Chair. Meetings of the Nomination and Remuneration Committee are generally also attended by the CEO, the CFO and the Head of Human Resources Group. Guests of the meetings of the Board of Directors and the committees do not have the right to vote. Furthermore, Members of the Group Executive Board do not attend meetings of the Nomination and Remuneration Committee or of the Board of Directors if their own performances are being assessed, or if their remuneration is being discussed.

During the year under review, the Board of Directors held seventeen meetings convened by its Chairman, with nine of these meetings taking the form of a telephone conference. The average length of its meetings was around five hours. The average length of the telephone conferences was around half an hour. As a rule, the Group Executive Board was usually represented at the meetings by the CEO and CFO.

The Audit Committee met four times during the year under review. The meetings lasted four hours on average. The CEO, the CFO and the Head of Corporate Controlling took part in all the meetings of the Audit Committee, and the Head of Reporting & Tax in three of them. The external auditor attended every committee meeting during the year under review.

The Nomination and Remuneration Committee held three meetings. These meetings lasted nearly three hours on average. The CEO attended every committee meeting. In addition, the CFO and the Head of Human Resources Group attended the meetings. However, none of the three were present when their own remuneration was discussed and their performance appraised.

3.6 Definition of areas of responsibility

The Board of Directors delegates management of Implenia Group to the CEO to the extent that the law, the Articles of Association, or Implenia’s OR do not stipulate otherwise, and provided that responsibilities are not delegated to the Group Executive Board or its individual Members:

The CEO is responsible for operational management and for representing Implenia Group to the extent that these duties are not assigned to other bodies by the law, the Articles of Association or Implenia’s OR (incl. the Table of Responsibilities). He is responsible for managing the Group’s business and for representing the Group, and especially for its operational management and for implementing strategy. Unless these are reserved for the Board of Directors, he is empowered to arrange or perform the duties and powers of authority assigned to him by Implenia’s OR, and/or delegate these to qualified subordinate units if he instructs and monitors them accordingly. The CEO is supported in managing the business by the Members of the Group Executive Board, all of whom report directly to him. The CEO is responsible for reporting to the Chairman of the Board of Directors and to the Board of Directors (Section 4.1 et seq. Implenia’s OR).

The Group Executive Board consists of the CEO, the CFO and other Members appointed by the Board of Directors. All Members of the Group Executive Board are appointed and deselected by the Board of Directors (Section 4.3 Implenia’s OR).

The Group Executive Board has the powers detailed in the Table of Responsibilities plus those delegated to it by the Board of Directors or CEO in individual cases. It meets as often as business requires but at least once a quarter. Within the Group Executive Board the CEO has the casting vote as well as a right of veto on the matters indicated in the Table of Responsibilities. Essentially, the CEO has this right of veto over transactions with strategic importance or major financial implications (Section 4.3 Implenia’s OR).

The CFO is responsible for all of the company’s and Implenia Group’s financial concerns to the extent that these are not expressly assigned to other bodies or individuals. He is also responsible for managing the Corporate Center, which provides services for the subsidiaries all across the group. The CFO reports to the CEO (Section 4.4 Implenia’s OR).

As well as the powers of authority reserved under Art. 716a of the Swiss Code of Obligations, the Board of Directors also takes decisions on the following major areas of business as sho

  • Purchases or sales of holdings with an enterprise value of CHF 25 million or more;
  • Entering into or ending long-term joint ventures or strategic partnerships (lasting for longer than one project);
  • Defining target markets and deciding to enter a market;
  • Defining financial policy principles (level of debt and financial indicators);
  • Defining the funding concept;
  • Obtaining debt capital (credit facilities, bonds, private placements and other capital market transactions, leasing, hire purchase) of more than CHF 50 million;
  • Fundamental issues and guidelines relating to the investment of financial resources;
  • Issuing group guarantees, warranties, bid, performance and payment bonds etc., other collateral, and contingent liabilities outside regular business activity worth more than CHF 5 million;
  • Use of derivative financial products when not deployed exclusively to reduce risks.

3.7 Information from and control vis-à-vis the Group Executive Board

To monitor how the CEO and members of the Group Executive Board perform the tasks entrusted to them, the Board of Directors has the following information and control tools at its disposal:

The MIS (Management Information System) provides monthly reporting on how business is going. The MIS report contains information about turnover, margins, costs and the operating result, plus information about orders on hand, capital spending, invested capital, liquidity and headcount. The relevant documents are submitted to the Group Executive Board and the Board of Directors together with a quarterly updated commentary and an estimate for the year as a whole.

The accounts are reported every quarter with the IFRS financial report and the internal reporting, which details the business performance to date and gives an estimate of year-end figures.

As part of the budget planning for the following year, the key figures used in the MIS are estimated on the basis of expected economic developments, and defined along with the business goals for each Business Unit. These are then used to prepare the budgeted balance sheet, income statement, cash flow statement and liquidity position.

The annual planning for the coming three calendar years (rolling three-year plan) is done in the same way as the budget.

Operational and financial risks in each Business Unit are assessed every half year by the responsible operational managers and consolidated by the Finance Department. The recorded risks are divided for the most part into “key projects”, “other projects”, “financial risks” and “management risks”, and evaluated qualitatively (scale and likelihood) and quantitatively (worst/real/best case). The measures taken by the operational managers are then monitored by the Corporate Controlling Department. The Head of Corporate Controlling presents a commentary on and explanation of the risk management report directly to the Audit Committee.

The internal control system is examined by the external auditor, which reports its findings to the Board of Directors in accordance with the law (Art. 728a Para. 1 Section 3, and 728b Para. 1 SCO). Reports on the individual information tools are prepared and consolidated by the Finance department. These are then presented simultaneously to the Board of Directors and Group Executive Board. At meetings of the Group Executive Board and the Audit Committee the reporting is presented and explained by the CFO and Head of Corporate Controlling. The Group Executive Board presents the Board of Directors with a detailed analysis at each meeting of the Board.

The CEO, the CFO, the Head of Corporate Controlling and the Head of Reporting & Tax provide detailed information about the course of business, comment on this and answer questions posed by the Members of the Audit Committee.

The Board of Directors has hired a recognised audit company to perform the internal audit function. The main focuses of the internal audit are set by the Audit Committee on the basis of the multi-year audit plan. During the year under review the focus was on compliance and following up previous audits. The plan for internal audit activities is implemented in consultation with the CFO. The internal auditor prepared reports in line with the audit plan and submitted these to the Audit Committee together with the necessary comments and recommendations. The Internal Audit Unit reports directly to each meeting of the Audit Committee. The internal auditor’s reports are given to the external auditors without qualification. There is regular communication between the internal and external auditors.