en
Language
Select your language
|

3 Board of Directors

According to the articles of incorporation, the Board of Directors shall consist of between seven and 10 members. There are currently seven members, all of whom are non-executive and independent. One member is appointed to the Board of Directors by the Canton of Bern in accordance with Article 762 of the Swiss Code of Obligations (OR) and Article 19 of the articles of incorporation.

3.1 Members

Composition

Role

Held office since

Urs Gasche

Chairman Chairman of the Remuneration and Nomination Committee

2011

Hartmut Geldmacher

Deputy Chair of the Board Member of the Remuneration and Nomination Committee

2011

Dr. Carole Ackermann

Member Member of the Audit and Risk Management Committee

2018

Roger Baillod

Member Chairman of the Audit and Risk Management Committee

2013

Rebecca Guntern

Member

2018

Andreas Rickenbacher 1

Member Member of the Remuneration and Nomination Committee

2018

Kurt Schär

Member Deputy Chairman of the Audit and Risk Management Committee

2012

1 Delegate of the Canton of Bern

This means that no member of the Board of Directors is also a member of the BKW Group Executive Board or of the management body of any Group company. Nor was any member of the Board of Directors also a member of the BKW Group Executive Board or of the management body of any Group company in the past three financial years. Nor does any member have significant business relationships with BKW or a Group company.

3.2 Activities and vested interests

Urs Gasche (1955, CH)

Lawyer

Professional background, career

Since 2018 Consultant to the attorneys-at-law and business consultants firm Markwalder Emmenegger, lawyer without forensic activity, mainly working on the boards of companies, foundations and associations in the energy sector (BKW), in the health sector and in cultural institutions

2011 – 2017 Member of the Swiss National Council

2010 – 2017 Partner in the attorneys-at-law and business consultants firm Markwalder Emmenegger, lawyer without forensic activity, mainly working on the boards of companies, foundations and associations in the energy sector (BKW), in the health sector and in cultural institutions

2002 – 2010 Finance Minister of the Canton of Bern, Member of the Executive Council and Representative of the Canton of Bern on the Board of Directors of BKW FMB Energie AG, Bern

Significant mandates

Hartmut Geldmacher (1955, D)

MBA

Professional background, career

Since 2011 Independent businessman

2002 – 2011 Member of the Board of Management and Employee Relations Director at E.ON Energie AG, Munich

Significant mandates

Carole Ackermann (1970, CH, A)

Dr. oec. HSG

Professional background, career

Since 2007 CEO and co-founder of Diamondscull AG, Zug

2004 – 2007 Member of the Executive Board of Ionbond AG, Olten, CEO Ionbond China

1999 – 2004 Director of Saurer Group AG, Arbon

Significant mandates

Roger Baillod (1958, CH)

Degrees in business studies and auditing

Professional background, career

Since 2017 Professional director and management consultant

1996 – 2016 Chief Financial Officer (to 09 / 2016) and Member of the Group Executive Board of Bucher Industries AG in Niederweningen, Zurich (to 12 / 2016)

Significant mandates

Rebecca Guntern Flückiger (1972, CH)

Degree in pharmaceutical sciences from the University of Basel, Bachelor of Business Administration

Professional background, career

Since 2018 Head of Cluster Europe, Sandoz Pharmaceuticals AG

2015 – 2018 Head of Cluster BACH, Sandoz Pharmaceuticals AG

2013 – 2015 Head of Strategic Accounts & Commercial Excellence WEMEA, Sandoz Pharmaceuticals AG

2011 – 2013 Country Head of Spain & Cyprus, Sandoz Pharmaceuticals AG

2008 – 2011 Country Head of Switzerland, Sandoz Pharmaceuticals AG

Significant mandates

Andreas Rickenbacher (1968, CH)

Lic.rer.pol, business economist

Professional background, career

Since 2016 Board of Directors, entrepreneur, management consultant

2016 – 2018 Cantonal representative on the Board of Directors of Swissgrid Ltd. (05.2016 to 05.2018)

2006 – 2016 Executive Council of the Canton of Bern, Minister of Economic Affairs (to 06.2016); cantonal representative on the Board of Directors of Gebäudeversicherung des Kantons Bern (GVB) (2006 – 2010, ex officio)

2004 – 2006 Owner of Rickenbacher Projekte GmbH (marketing and communication consulting; board of directors mandates)

1998 – 2004 Project manager at a small corporate consulting company

Significant mandates

Kurt Schär (1965, CH)

Radio / TV electronics engineer, marketing planner and board training Swiss Board School

Professional background, career

Since 2014 Owner of Sunnsite Management AG, BoD mandates

2001 – 2014 CEO of Biketec AG, manufacturer of the Flyer electric bicycle in Huttwil

Significant mandates

3.3 Number of permitted activities

The members of the Board of Directors may hold no more than 10 senior managerial and governing body mandates in for-profit companies outside of the BKW Group, no more than five of which may be stock-exchange listed companies, and no more than 10 mandates with other legal entities such as foundations and associations that are required to be entered in the commercial register. Exceptions and further information can be found in Art. 21 of the articles of incorporation at www.bkw.ch/statutes.

3.4 Election and term of office

With the exception of the representative appointed by the Canton of Bern, the members of the Board of Directors are elected individually by the General Meeting. Members may be re-elected subject to an age limit of 70 years. The term of office for members appointed by the Canton of Bern in accordance with Art. 762 Swiss Code of Obligations (OR) shall be determined by the cantonal government.

The Chairman of the Board of Directors and members of the Remuneration and Nomination Committee are also elected individually by the General Meeting.

3.5 Internal organisation

3.5.1 Division of roles in the Board of Directors

The Board of Directors is responsible for the overall management of the company and supervision of its corporate bodies. No special functions are defined other than Chairman and Deputy Chair. The Secretary need not be a member of the Board. The Board of Directors is a collective body in which the Chairman is responsible for management and coordination duties as well as monitoring the implementation of the decisions of the Board of Directors and coordination with the CEO. Apart from the specific decisions of the Board of Directors, its members have no personal authority in respect of the company and therefore cannot issue instructions.

The Board of Directors may decide to delegate some of its activities and responsibilities to committees from among its own members. The Board of Directors is supported by two standing committees, the Audit and Risk Management Committee and the Remuneration and Nomination Committee. The function, organisation and responsibilities of these two committees are defined in detail in the regulations, which have been approved by the Board of Directors. The Board of Directors may also establish ad hoc committees at any time for matters such as major investments, alliances and cooperations. In the case of ad hoc committees, the Board of Directors will elect the members from among its own members at the first meeting following the General Meeting.

3.5.2 Board committees

Audit and Risk Management Committee

The Audit and Risk Management Committee is composed of three members elected by the Board of Directors. The Chairman of the Audit and Risk Management Committee is also elected by the Board of Directors, while the Deputy Chair is elected by the Audit and Risk Management Committee.

Members of the Audit and Risk Management Committee

Roger Baillod

Chairman

Kurt Schär

Deputy Chair

Dr. Carole Ackermann

Member

The Audit and Risk Management Committee supports the Board of Directors in supervising the financial management of the company and submits appropriate decision proposals.

Tasks

Responsibilities

Remuneration and Nomination Committee

In accordance with Article 24 of the articles of incorporation, the Remuneration and Nomination Committee comprises three members who are each elected from the Board of Directors by the General Meeting for a term of one year. These members may be re-elected. The Remuneration and Nomination Committee decides how to organise all other matters regarding its operation.

Members of the Remuneration and Nomination Committee

Urs Gasche

Chairman

Hartmut Geldmacher

Member

Andreas Rickenbacher

Member

The Remuneration and Nomination Committee is responsible for developing principles for the selection of candidates for the Board of Directors and the Group Executive Board and, in particular, at top corporate level, for the remuneration strategy and performance targets and criteria of the BKW Group. It assists the Board of Directors in establishing and reviewing the remuneration system and remuneration principles, and in preparing the proposals to the General Meeting in respect of the total amount of remuneration to be paid to the Board of Directors and the Group Executive Board. The Remuneration and Nomination Committee submits motions to the Board of Directors in respect of all transactions negotiated under its responsibility.

The role and responsibilities of the Remuneration and Nomination Committee are described on pages 148 and 149 of the Remuneration Report.

3.5.3 The work of the Board of Directors and its committees

The Board of Directors meets at the invitation of the Chairman of the Board, or the Deputy Chair acting in place of the Chair, as often as business requires; in general, there are six meetings per financial year. In addition, any member may ask the Chairman of the Board to convene a meeting by submitting their reasons in writing. The dates of the ordinary meetings shall be agreed at an early stage so that all members may attend in person. Before the Board of Directors meetings, each member receives documents that they can use to prepare for the items on the agenda. The CEO and other members of the Group Executive Board participate in each meeting of the Board of Directors in an advisory capacity, unless instructed otherwise by the Chairman of the Board of Directors. Senior company management, members of the BKW Audit Department and other experts may also be invited to the meetings in an advisory capacity. The Secretary of the Board of Directors, Stefan Emmenegger, attends the meetings of the Board of Directors. The Board of Directors adopts its resolutions at meetings and in telephone or video conferences. It is quorate when the majority of its members are present at the meeting or participating in the telephone or video conference. Resolutions are adopted by a simple majority of members. In the event of parity of votes, the Chairman has a casting vote. Minutes shall be taken of the discussions and resolutions. The minutes shall be approved by the Chairman before being distributed to the other members of the Board and being accepted at the next meeting of the Board of Directors. In 2019, there were six meetings of the Board of Directors with the CEO and the other members of the Group Executive Board in attendance, with the average meeting lasting 3.5 hours.

In accordance with its regulations, the Audit and Risk Management Committee convenes at least four ordinary meetings each year. Meetings are normally attended by the CEO, the CFO, the Head of Accounting and Tax, and the Head of Internal Audit. If required, the Chairman may call upon the external auditor, further members of the Group Executive Board, the extended Group Executive Board, senior management or external experts to attend and provide information. The Committee convened four ordinary meetings during the 2019 financial year, with the meetings lasting an average of 3.5 hours.

According to its regulations, the Remuneration and Nomination Committee meets as often as business requires, but at least three times a year. The CEO participates in the meetings of the Remuneration and Nomination Committee in an advisory capacity and has the right to submit motions. The CEO does not attend meetings during which her own remuneration and / or performance are discussed. If required, the Chairman may call upon further members of the Group Executive Board, the extended Group Executive Board, or external experts to attend and provide information. The Remuneration and Nomination Committee convened three ordinary meetings during the 2019 financial year, with the meetings lasting an average of three hours.

Both the Audit and Risk Management Committee and the Remuneration and Nomination Committee are authorised to negotiate and adopt resolutions provided that a majority of their members are present; resolutions are adopted by simple majority of votes. In the event of parity of votes, the Chairman has a casting vote.

3.6 Roles and responsibilities

In law, the Board of Directors is responsible for the overall management and supervision of the BKW Group. In accordance with Article 716a para. 1 of the Swiss Code of Obligations (OR), this responsibility is both non-transferable and inalienable. In addition, the Board of Directors is authorised to adopt a resolution on all matters that have not been reserved for the General Meeting by law or in the articles of incorporation.

Pursuant to Article 20 of the articles of incorporation, the Board of Directors delegates the full operational business management to the CEO and defines her responsibilities in the organisational regulations. The CEO is the Chairman of the Group Executive Board and is supported by its members. She is responsible for the operational management of the Group and represents the Group externally.

The Group Executive Board consists of the CEO, the CFO and the heads of the Power Grid, Production and Group Markets & Services divisions. Decisions of the Group Executive Board are made by the CEO in consultation with the other members of the Group Executive Board. The other members of the Group Executive Board have a right to a voice and may submit motions. The Group Executive Board generally met every two weeks during the 2019 financial year. The meetings last an average of three to five hours. The Group Executive Board supports the CEO in her responsibility for the operational management of the BKW Group. The business divisions are managed directly by their respective division heads. The Group Executive Board may delegate tasks and authorisations within its remit. It also performs preparatory work on matters that are within the remit of official bodies at a higher level.

Competences of the Board of Directors

In addition to its statutory duties and the business reserved to it in the articles of incorporation, the Board of Directors has the following particular roles and competences:

Competences of the CEO

The CEO has the following particular roles and competences:

The CEO has delegated her roles and competences to qualified subordinate positions that she instructs and monitors accordingly.

Competences of the Group Executive Board

The Group Executive Board has the following particular roles and competences:

The Group Executive Board may resolve to delegate part of its role and competences or the preparation, execution and monitoring of decisions of the Group Executive Board to committees. The composition, organisation, roles and competences of permanently staffed committees shall be defined in separate regulations. The roles and organisation of ad hoc committees shall be determined in the resolution adopted to create them. In respect of the decommissioning of the Mühleberg Nuclear Power Plant, the Group Executive Board has delegated some of its roles to the Group Executive Board Committee for the KKM Decommissioning Project.

Additional information about the Group Executive Board is provided in Section 4 below, pages 140 to 142.

3.7 Information and monitoring instruments in relation to the Group Executive Board

The Board of Directors assumes responsibility for supervision of its own committees and monitors the work of the CEO and the Group Executive Board by means of a range of reporting processes and rights to inspect business processes and business transactions.

At each of its meetings, the Board of Directors is informed by the CEO and the other members of the Group Executive Board about current business and key business transactions. The Board of Directors is provided with detailed information regarding the course of business at least semi-annually when the semi-annual and annual reports are published. The BKW Group has a comprehensive electronic management information system (MIS). The Chairman of the Board of Directors is also informed of current business at regular meetings and discussions outside of the meetings of the Board of Directors. In the case of extraordinary events, the CEO shall inform the Chairman of the Board of Directors without delay. Comprehensive information about risk management is provided in conjunction with the planning and financial statements.

Business that must be dealt with by the Board of Directors is first discussed in a meeting of the Presiding Board. The participants in this meeting are the Chairman of the Board of Directors, the CEO and the other members of the Group Executive Board.

Monitoring instruments of the Board of Directors in relation to the Group Executive Board

The Board of Directors is responsible for setting up and monitoring the risk management, compliance and internal audit processes within the BKW Group.

Risk management

The Group Executive Board is responsible for implementing the risk management process as specified by the Board of Directors. The Board of Directors and the Group Executive Board are supported by the Risk Management division, which reports to the CFO. Risk Management is responsible for the Group’s strategic risk management, credit risk management and the operational risk management of trading and treasury. The Group Executive Board and the CFO are advised by the committee and a professional risk organisation.

Risk Management continuously identifies and assesses risks to which the entire BKW Group is exposed, and formulates risk reduction measures. The ISO 31000 standard is used as the basis for the integrated risk management process. It takes account of internal and external events, and analyses and controls the risks of potential threats to people and the environment, risks relating to the safe operation of infrastructure, risks to BKW’s reputation and to its liquidity, equity capital and results. The Group’s risk bearing ability is also assessed. The risks associated with the energy business continue to be a central focus. However, the expansion of the services business has led to an increase in risk management: the gradual integration of new subsidiaries also requires the implementation of a uniform and binding company-wide risk policy. We will continue to focus on digitalisation: the aim is to use centralised reporting and optimised and automated data processing and data analysis to increase the level of transparency regarding business processes and thus to make operational risk control easier. A cybersecurity programme was established and implemented due to the heightened requirements in the digital realm. The aim is to ensure the maximum security for the infrastructure, data, brand and employees in IT.

A system of limits applies to market, credit and liquidity risks. Individual measures are taken to counter the risks arising in relation to extraordinary market situations as well as operational and strategic risks. Implementation of, and compliance with, the measures required for control purposes are monitored on a regular basis. Areas of trading and finance / treasury that are prone to higher risk are subject to more in-depth controls.

Compliance

The Board of Directors is responsible for ensuring compliance with applicable standards through its approval and regular inspection of the governance principles and Code of Conduct. The CEO ensures that an appropriately organised system is set up and that controls of compliance with applicable standards are implemented in all areas of the BKW Group. She provides the Board of Directors with a report to this effect at least once a year. In addition, she undertakes an annual comprehensive risk assessment and informs the Board of Directors of the results. For compliance risks, the focus is on identifying and assessing any violations of mandatory legal requirements and prohibitions. Measures include risk-based training, ad hoc information on new developments, updated regulations, maintenance of whistleblower systems as well as clear consultation.

The Board of Directors and Group Executive Board are supported by the Compliance team.

Audit

Internal Audit submits a quarterly report on its auditing activities to the Audit and Risk Management Committee. In particular, the report covers audits of the internal control system of BKW, transaction and business processes for the whole Group. Internal Audit reports once annually on the implementation of the audit plan formulated by the Audit and Risk Management Committee, and on the implementation of the recommendations made to management on the basis of the audits that were conducted. In the event of serious shortcomings such as the detection of criminal acts or serious breaches of fundamental duties of care, the Internal Audit team will also provide the Audit and Risk Management Committee with a report.

BKW’s external auditor is Ernst & Young Ltd., Bern. In its comprehensive report to the Board of Directors each year, it includes information about the audit of the annual financial statements as well as its findings regarding the internal control system.

Back to top
This website uses cookies, including those from third parties, that are necessary for functionality and for the purposes set out in the cookie policy. By closing this banner, scrolling down the page, clicking on a link or continuing navigation in any other way, you consent to the use of cookies.