Corporate Governance

Bellevue Group is committed to responsible, value-oriented corporate management and control. It understands good corporate governance as a key success factor and indispensable prerequisite of achieving strategic corporate goals and creating lasting value for shareholders and all other stakeholders.

Key elements of our corporate governance policy are: a clearly defined, wellbalanced distribution of competencies between the Board of Directors and the Group Executive Board, the protection and promotion of shareholders’ interests and a transparent information policy.

Group Structure

Major Shareholders

Shareholder or beneficial ownerVoting rights heldNumber of shares held as of 12/31/2016
Martin Bisang, Küsnacht20.43%2 750 000
Jörg Bantleon, Munich (Germany)10.35%1 392 890
Jürg Schäppi, Rapperswil-Jona7.04%947 283
Daniel Schlatter, Herrliberg3.93%529 000

 

 

Capital Structure

At the Annual General Meeting held on 22 March 2016, it was resolved to replace the existing authorised capital with new authorised capital in a higher amount and for a restricted purpose. For the purposes of financing acquisitions of compa - nies by share swaps or for financing or refinancing the acquisition of companies, parts of companies or shareholdings, the Board of Directors was authorised to increase the share capital, at any time, by a maximum amount of CHF 450,000 until 22 March 2018 by issuing no more than 4,500,000 fully paid registered shares with a nominal value of CHF 0.10 per share. The increases may be underwritten, including by transfer or subscription by Bank am Bellevue AG, or they may be effected in partial amounts. The issue price, the time of dividend entitlement and the type of contribution will be determined by the Board of Directors. After their acquisition, the newly issued registered shares will be subject to the transfer limitations pursuant to Article 5 of the Articles of Association.

The Board of Directors is entitled to exclude shareholders’ subscription rights and allocate them to third parties. Shares with subscription rights that have been granted but not exercised are to be placed at market conditions or otherwise in the interest of the company.

In connection with the acquisition of a 100% interest in StarCapital AG, the Board of Directors of Bellevue Group AG resolved at its meeting on 10 April 2016 to increase the capital in the amount of CHF 299,142.80 from the authorised share capital. Details of the merger with StarCapital AG are provided in section 3.5 on page 19 of the half-year report. The increase in capital resulted in a premium of CHF 32,606,565 million, which was entered in the capital reserves. Costs of CHF 881,796 that were directly attributable to the increase in capital were posted directly to shareholders’ equity.

Board of Directors

The Board of Directors of Bellevue Group AG consists of the following persons  

Name, NationalityMember of Board Commitee1)3)First electedElected until
Dr. Thomas von Planta, President, CH 2CC 3, AC 420072017
Dr. Daniel H. Sigg,, Member,  CH 2CC, AC 320072017
Dr. Mirjam Staub-Bisang, Member, CH 2CC, AC20152017

 

The Directors do not exercise any executive functions within Bellevue Group; previous executive responsibilities are disclosed here.

Wahlverfahren

All members of the Board are elected individually by the general meeting of shareholders. The Board of Directors consti-tutes itself. The members of the Board of Directors are elected to a term of one year and may be re-elected.

1 Further information on the committees is given under internal organziation

2 Independent as per FINMA-RS 08/24 gegeben: yes

Chairman/ CC: Compensation Commitee/ AC: Audit Committee

4 Membership in AC required due to minimum size according to AC rules 3

Internal organization

The Board of Directors appoints a Vice Chairman from its own members. The Board of Directors appoints a secretary who need not be a member of the Board of Directors. The Board of Directors meets as often as necessary to perform its duties but at least four times a year. The meetings usually last half a day. Fifteen meetings were convened during the year under review. The Board of Directors constitutes a quorum when an absolute majority of its members is present. Board resolutions and elections are decided in accordance with the internal rules and regulations by an absolute majority of the votes cast. In the event of a tie vote, the Chairman has the casting vote. Decisions by way of circular letter need to be passed by majority of all members of the Board of Directors.

The Board of Directors can delegate some of its duties to committees. The standing committees are as follows: Chairman Committee (ChC) Compensation Committee (CC) and Audit Committee (AC).

Compensation Committee (CC)

The CC assists the Board of Directors in the definition and implementation of the compensation principles. It is the applicant in regards of the compensation policy for the Board of Directors and the Executive Board. Furthermore, it is responsible for the employment conditions for senior executives and for the shares and profit sharing plans. It takes position on all compensation related affairs, which are situated in the decision making authority of the Board of Directors. Two meetings were held during the year under review.

Audit Committee (AC)

The AC examines whether all systems created to monitor compliance with legal and statutory provisions are appropriate and whether they are being applied properly. It reports to the Board of Directors and makes recommendations to the same. The AC also monitors and evaluates the integrity of the financial reports, internal controls, the effectiveness of the external auditor and the Internal Audit as well as risk management and compliance, taking into consideration the risk profile of Bellevue Group. It guides and monitors the activities of the Internal Audit, maintains Board level contact with the external auditors and monitors their performance and independence as well as their collaboration with the Internal Audit.

All members of the AC are independent. The AC meets for about half a day at least four times a year. Seven meetings were held during the year under review.

Internal Audit

The company PEQ GmbH has been assigned the function of Internal Audit by the Board of Directors since the 2008 fiscal year. The Internal Audit helps the Board of Directors to exercise its statutory supervisory duties within Bellevue Group and it performs the audit functions assigned to it. It has an unlimited right of inspection within all Group companies and may inspect any and all business documents at any time. The Internal Audit coordinates its activities with the external auditors and reports directly to the Chairman of the Board of Directors.

Definition of Powers of Authorization

Board of Directors

The Board of Directors is responsible for the ultimate direction of the company and the supervision and oversight of Bellevue Group. It passes and periodically revises company strategy, issues directives and guidelines as necessary and determines Bellevue Group’s organizational structure and risk policies. It also receives reports about the existence, appropriateness and effectiveness of the internal control system. It supervises and monitors persons entrusted with executive management duties. The Board of Directors is responsible for appointing and dismissing the CEO. It approves the appointment, promotion, and dismissal of Bellevue Group’s senior management. Furthermore, it performs the duties assigned to it by law (Art. 716a CO). The delegation of powers between the Board of Directors, its committees, the CEO and the Group Executive Board is specified in Bellevue Group’s regulations. The competencies of the Board of Directors include the purchase and disposal of shareholdings, the establishment of group subsidiaries and regional offices, securing loans, issuing bonds as well as granting credit above certain limits. Investment plans and other decisions having an impact on cash flows must likewise be approved by the Board of Directors above a certain threshold.

Group Executive Board

The Group Executive Board is Bellevue Group’s executive body and reports to the Board of Directors. It is responsible for all Group issues that do not expressly fall within the remit of the Board of Directors of Bellevue Group AG or of a Group company according to legislation, the articles of association or the internal rules and regulations. It functions as a committee and all decisions have to be reached by the entire body. It is responsible, in particular, for developing a Group-wide business strategy for presentation to the Board of Directors, implementing the decisions reached by the Board of Directors within the Group, monitoring the execution of these decisions, and managing and supervising Bellevue Group’s everyday operations, which must be effected within the scope of the financial plan, annual objectives, annual budget and risk policy and in accordance with the other regulations and instructions issued by the Board of Directors. It is responsible for ensuring compliance with legal and regulatory requirements as well as applicable industry standards. Its responsibilities also include drawing up and application an annual budget and defining annual targets for Bellevue Group.

The Group Executive Board is responsible for issuing rules and regulations relating to the implementation of the risk policy, i.e. governing the basic aspects of risk responsibility, risk management and risk control. It reports to the Board of Directors and the AC about the existence, appropriateness and effectiveness of the internal controls and issues corresponding directives as necessary. It is responsible for issuing directives regarding compliance. Its competencies include granting loans in accordance with the powers of authorization defined in the internal rules and regulations as well as entering proprietary trading positions within the defined limits. The Group Executive Board can delegate the permissible limits to the competent business segments and departments within Bellevue Group

Information and Control Instruments

The Board of Directors meets at least four times a year as specified in the internal rules and regulations. The ordinary meetings usually last half a day. The CEO and the CFO of Bellevue Group as well as the CEO of Bank am Bellevue AG attend these meetings. The Board of Directors receives monthly reports about the course of business and is periodically informed about risk exposure developments as well as the adherence to legal, regulatory and internal rules and regulations. Its co trols instruments include the semi-annual reporting requirements, the annual budget process and the internal and external audits. During the meetings of the Board of Directors, every director can request other board members or the CEO to provide them with information about any matters relating to Bellevue Group. In the interim between meetings every Board member can request information about the course of business from the CEO and can also, upon approval by the Board Chairman, receive information about specific business transactions and inspect business documents.

Group Executive Board

NameFunctionNationality
André RüeggCEOCH
Daniel KollerCFOCH
Serge MonneratCEO Bank am BellevueCH

Compensation

Information on the compensation of the Board an the procedure of the election can be found in this compensation report.

Participatory Rights of Shareholders

Voting rights restrictions and shareholder representation

Any person entered in the company’s share register shall be deemed to be a shareholder of the company. Shareholders may attend the general meeting in person or be represented by proxy.

There are no voting rights restrictions; each share entitles the holder to one vote.

Statutory quorums

The company has adopted no rules or regulations that deviate from Art. 704 of the Swiss Code of Obligations.

Notice convening the general meeting of shareholders

The notice convening the general meeting of shareholders shall be in conformity with applicable legal requirements.

Placing items on the agenda

The rules governing the placement of items on the agenda are in conformity with Art. 699 of the Swiss Code of Obligations and Art. 9 of the articles of incorporation.

Registration on the share register

The date by which shareholders must be registered in the share register in order to be eligible to participate in the general meeting and exercise their voting rights will be given by the Board of Directors in the invitation to the general meeting.

Change of Control and Defense Measures

Mandatory public offer (“opting out”)

Persons who purchase or acquire Bellevue Group AG shares are not required to issue a public offer as stipulated by Art. 22 of the Federal Act on Stock Exchanges and Securities Trading (“opting out”).

Change of control clause

Members of the Board of Directors, executive Board members and employees of Bellevue Group are not contractually entitled to any severance payments

Statutory Auditor

Duration of mandate and term of office of Head auditor

The Group accounts and the consolidated financial statements of Bellevue Group AG and its subsidiaries are audited by PricewaterhouseCoopers (PwC). The statutory auditor of Bellevue Group AG is elected for a one-year period at the generalmeeting of shareholders. PwC was elected for the first time for the 1999 fiscal year. The auditor in charge is Rolf Birrer. He has exercised this function since the 2015 fiscal year,The holder of this office changes every seven years, in accordancewith Swiss banking law. Roland Holl serves as the regulatory lead auditor since the year under review.  

Fees paid to auditor in CHF 100001.01-31.12.201601.01.-31.12.2015
Auditing fees billed by PwC587517
Additional fees billed by PwC for audit-related services202

 

The additional fees primarily concern services in connection with projects and audit-related services regarding international accounting standards. These services provided by the auditor are compatible with its auditing duties as external auditor.

Instruments for supervising and monitoring the auditors

The Board of Directors is responsible for the supervision and control of the statutory auditor and the Group auditor and it is supported in this function by the Audit Committee (AC). The AC receives and evaluates reports from representatives of the external auditors on a regular basis. It confers regularly with the Head Auditor about the effectiveness of the internal control systems taking into consideration Bellevue Group’s risk profile. In addition, the AC reviews the scope of the auditing work, the quality of the work performed and the independence of the external auditors. The external auditors have direct access to the AC at all times.

Information policy

As a company listed on the stock exchange, Bellevue Group AG pursues a consistent and transparent information policy in relation to its shareholders, clients and employees as well as to the financial community and the general public. Its regular reporting activities and venues comprise the publication of the annual and semi-annual reports and letters to shareholders as well as a media conference on the annual results and the general meeting of shareholders.

When important events occur, the above-mentioned stakeholders will be concurrently informed by way of press releases.