Other activities and vested interests
Dr. Thomas Schmuckli, Patricia Heidtman and Martin
Kühn were proposed for election by the majority voting
rights shareholder, Kolin Holding AG, Zug, and were
elected to the board of directors of Bossard Holding AG.
Dr. Thomas Schmuckli is a member of the Bossard family,
which has 100 percent control over Kolin Holding AG. The
members of the board of directors do not perform any
activities outside of the Bossard Group other than the
mandates listed on pages 71 to 76 and therefore do not
have any significant business relationships with Bossard
Holding AG or one of the subsidiaries. Furthermore, they
do not have any other significant external interests.
Allowed number of mandates
According to article 44 of the articles of association, a
member of the board of directors may, including his function
for the company, at the same time take on a maximum
of ten mandates, whereby chairmanships count as
two mandates. A maximum of four mandates may be in
listed companies. If the mandates assumed relate to legal
entities that belong to the same group or are similarly
related in terms of management, these mandates are
considered a single mandate. There are no restrictions
on the number of mandates (i) for mandates assumed in
legal entities that are directly or indirectly controlled by
Bossard Holding AG or that directly or indirectly control
Bossard Holding AG, or (ii) if, in exercising the function for
the Bossard Group, a mandate in another, related legal
entity is exercised. The actual number of additional mandates
are listed on pages 71 to 76.
Elections and terms of office
According to the articles of association, the board of directors
consists of five to nine members. The chair of the
board of directors and the other members of the board of
directors are elected by the annual general meeting of
shareholders for a period of one year (until the next ordinary
annual general meeting of shareholders). Members
are elected on an individual basis. The annual general
meeting of shareholders also elects the chair of the
board of directors. There are no statutory limits to the
term of office; members may be re-elected.
According
to the OBR, however, a member of the board of directors
shall offer to step down at the annual general meeting of
shareholders following her or his 70th birthday. Each category
of shareholders, namely the holders of registered
A shares as a group are entitled to one seat on the board of
directors. In 2022, David Dean was re-elected as the representative
of the holders of registered A shares; holders
of registered B shares with voting rights did not take part
in this election. As a rule, the majority of the board members
should be external members with no executive functions
in the company. None of the members of the board
of directors exercised any executive functions in the
Bossard Group in the reporting year 2022.