Corporate Governance and Compensation Report

VZ Holding Ltd’s Board of Directors is responsible for the ultimate direction of the Group and for the supervision and control of the Group Executive Board. It appoints and monitors the members of the Group Executive Board and periodically revises and signs off the Group’s strategy. It issues the necessary directives and guidelines and
determines the Group’s organisation and risk policy.

The Executive Board of VZ Group is responsible for the management of the entire company. Together with the Board of Directors it is responsible for developing the business strategy of VZ Group. It discusses the focus of the subsidiary companies and of the business units in terms of strategy, corporate culture and business philosophy as well as interdepartmental projects of a personnel, risk policy or market profile nature.

VZ Holding AG’s share capital amounts to CHF 2 million, divided into 40'000'000 fully paid-up registred shares with a nominal value of CHF 0.05 each.

There are no shareholder pooling agreements. There are no cross-shareholdings and other corporations. Each registred share entitles its holder to one vote at the shareholders' meetings.

¹ Without related parties.

² All shores of employees that are deposited or registred in the share register are reported.

Duration of the mandate and term of office of the head auditor

The shareholders’ meeting held on 8 April 2020 elected PricewaterhouseCoopers (PwC) as external auditor of VZ Holding and VZ Group for the 2020 financial year. PwC has held this mandate since 2012, and Beat Rütsche has been the head auditor since 2019. He assumed the mandate in 2019 and may exercise it for another five years before the legally required rotation is due.

Auditing fee

PwC charged revision fees of TCHF 629 (2019: TCHF 655) for the financial and regulatory review in the financial year 2020.

Additional fees

In 2020, PwC supported VZ Group in the implementation of regulatory requirements. Fees of TCHF 7 were charged for this service (2019: TCHF 38); representing 1.1 per cent of the audit fee. This additional service does not cause any conflicts of interest and is compatible with the audit tasks.

VZ Group’s Code of Conduct describes the values, objectives and behaviour that serve as a guideline for all employees within the group.

Code of Conduct for VZ employees (PDF)

The structure of VZ Group’s organisation is governed by the articles of association

Articles of association (PDF)

The compensation report provides information about VZ Group’s guiding principles and responsibilities for compensation. In addition, the individual components of the compensation of the Board of Directors and of the Executive Board are described in detail, as stipulated by Art. 14–16 of the Swiss Ordinance Against Excessive Remuneration at Listed Stock Corporations [Verordnung gegen übermässige Vergütungen bei börsenkotierten Aktiengesellschaften ("VegüV")]. The compensation charts have been reviewed by the Auditors.

The information in the compensation report is based on the articles of association and regulations of VZ Holding Ltd and on the VegüV. In addition, it complies with the recommendations of SIX’s corporate governance directive and of Economiesuisse’s "Swiss Code of Best Practice".

Compensation report 2020 (PDF)

An impeccable reputation among clients, investors, creditors, government agencies, business partners and the public is VZ Group’s most valuable asset. Managing risks effectively contributes greatly to this reputation. Therefore, the correct assessment, the careful and conscious handling and the systematic monitoring of all important risks is crucial for the the company’s long-term success. No business activity is free of risks, and financial institutions active in the balance sheet business are exposed to particularly high risks. VZ Group avoids activities with an unfavourable risk/return ratio and enters a business field only if it has the human and technical resources to adequately control the risks.

Risk Management 2020 (PDF)