All figures refer to December 31,2017.
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.
Major Shareholders as at 17/12/31
The company’s share capital amounts to CHF 1 346 143, consisting of 13 461 428 fully paid-in registered shares with a par value of CHF 0.10 each. The registered shares (Valor 2 848 210) are listed on the SIX Swiss Exchange.
Bellevue Group AG does not have any participation certificates or non-voting equity certificates outstanding nor has it issued any.
Conditional capital and authorized capital
Information on the Details of conditional and authorized capital is given in note 4.7 on page 80.
Information on the composition of capital and the changes of the past three years and on conditional and authorized capital is given in the statement of shareholder’s equity on page 57 and in note 4.7 on page 80. For information on earlier periods, please refer to the relevant annual reports.
Restriction of the transferability and nominee registrations
The transfer restrictions and the rules regarding nominee registrations are based on Article 5 of the Articles of Association.
Board of Directors as at December 31, 2017
The Board of Directors of Bellevue Group AG consists of the following persons
|Name, Nationality||Member of Board Commitee1)||First elected||Elected until|
|Dr. Thomas von Planta, President, CH 2||CC||2007||2018|
|Dr. Daniel H. Sigg, Member, CH 2||ARC 3||2007||2018|
|Dr. Mirjam Staub-Bisang, Member, CH 2||CC 3||2015||2018|
|Dr. Rupert Hengster, AUT 2||ARC||2017||2018|
1 Further information on the committees is given under internal organziation
2 Independent as per FINMA-RS 08/24: yes
3 Chairman/ CC: Compensation Commitee/ ARC: Audit & Risk Committee
The Directors do not exercise any executive functions within Bellevue Group in 2017; previous executive responsibilities are disclosed here.
All members of the Board are elected individually by the general meeting of shareholders. The Board of Directors constitutes itself. The members of the Board of Directors are elected to a term of one year and may be re-elected. There is no restriction in the number of re-elections.
Statutory rules in relation to the number of permissible activities of the Board of Directors pursuant to Article 12(1) (1) VegüV.
Pursuant to Article 32 of the Articles of Association, the members of the Board of Directors may each execute a maximum of 20 activities, of which a maximum of 5 in listed companies. Excluded from this are activities in legal entities controlled by the company or which control the company. Also excluded from the restrictions are activities in foundations, charitable institutions and employee pension funds; however, these are restricted to a maximum of 10 such activities. The term activity in the meaning of this provision describes the membership in the supreme managerial and administrative bodies of legal entities which are obliged to register themselves in the commercial register or in a corresponding foreign register. Several activities in legal entities which are under unitary control or under the control of the same beneficial owner are considered to be one activity.
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 once per quarter. The meetings usually last half a day. Five 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: Compensation Committee (CC) and Audit & Risk Committee (ARC).
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. The Compensation Committee meets as often as business requires, at least every six months. The meetings last 45 minutes on average. Three meetings were held during the year under review.
Audit & Risk Committee (ARC)
The ARC 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 ARC 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 ARC are independent. The ARC meets for about half a day at least once per quarter. Four meetings were held during the year under review.
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 of the 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 ARC 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 control 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 as at December 31, 2017
Statutory rules in relation to the number of permissible activities of the Executive Board pursuant to Article 12(1) (1) VegüV.
Pursuant to Article 32 of the Articles of Association, subject to prior approval of the Board of Directors or the Compensation and Nomination Committee, the members of the Executive Board may each execute a maximum of 10 activities, of which a maximum of 2 in listed companies. Excluded from this are activities in legal entities controlled by the company or which control the company. Also excluded from the restrictions are activities in foundations, charitable institutions and employee pension funds; however, these are restricted to a maximum of 10 such activities. The term activity in the meaning of this provision describes the membership in the supreme managerial and administrative bodies of legal entities which are obliged to register themselves in the commercial register or in a corresponding foreign register. Several activities in legal entities which are under unitary control or under the control of the same beneficial owner are considered to be one activity.
Information on compensation, shareholdings and loans 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.
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
Shareholders who represent at least two per cent of the share capital may request an item to be added to the agenda. The agenda must be sent in writing at least 50 days before the meeting, including a list of agenda items to be discussed and the shareholder’s motions to be voted on. No resolutions may be adopted regarding motions on agenda items which have not been properly announced. This does not include motions for convening an Extraordinary General Meeting, for the performance of a special audit and for the election of an auditor at the request of a shareholder. Prior notice is not required for the submission of motions in relation to the agenda items or for deliberations not resulting in the adoption of resolutions.
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.125 FMIA («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.
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 general meeting 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. Rolf Birrer serves as the regulatory lead auditor since 2015.
|Fees paid to auditor in CHF 1000||01.01-31.12.2017||01.01.-31.12.2016|
|Auditing fees billed by PwC||500||587|
|Additional fees billed by PwC for audit-related services||7||-|
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 & Risk Committee (ARC). The ARC 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 ARC 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 ARC at all times. The external auditors usually attend meetings of the Audit & Risk Committee (ARC) twice a year. The external auditors attended meetings of the ARC in February, June and December of the reporting year. The internal auditors attend meetings of the ARC once or twice a year. In the reporting year, the internal auditors attended meetings of the ARC in June and December.
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. Contact addresses are listed on page 120 of the annual report.