Corporate Governance and Compensation Report
Board of Directors
VZ Holding Ltd’s Board of Directors is responsible for the supervision and control of the Group’s Executive Board. It appoints and monitors the members of the Group Executive Board and revises and signs off the Group’s strategy. The Board of Directors acts as a collective body, issues the necessary regulations, establishes the Group’s organisation and risk policy and is briefed about the course of business on a regular basis.
Group Executive Board
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.
|Major shareholders on 30 June 2023
|Matthias Reinhart (directly and indirectly)
|Other members of the Board of Directors1
|Members of the Executive Board1
|Free float / remainder
1 Without related parties.
2 All shares of employees that are registered in the share register are reported.
Duration of the mandate and term of office of the head auditor
The shareholders’ meeting held on 12 April 2022 elected PricewaterhouseCoopers (PwC) as external auditor of VZ Holding and VZ Group for the 2022 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 three years before the legally required rotation is due.
PwC charged revision fees of TCHF 661 (2021: TCHF 678) for the financial and regulatory review in the financial year 2022.
In 2022, PwC supported VZ Group in the implementation of regulatory requirements. Fees of TCHF 20 were charged for this service (2021: TCHF 15), representing 3.0 per cent of the audit fee. This additional service does not cause any conflicts of interest and is compatible with the audit tasks.
Our values and objectives
VZ Group’s Code of Conduct describes the values, objectives and behaviour that serve as a guideline for all employees within the group.
Articles of association and Organisational Regulations
The structure of VZ Group's organisation is governed by the articles of association. The Organisational Regulations govern the duties and powers of the Board of Directors and the Executive Board of VZ Group, the internal auditors and the independent control bodies.
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".
We take our environmental and social responsibility seriously and consider sustainability aspects in all important decisions.
Read in this report where VZ stands today in terms of sustainability and where we were able to improve last year. The report contains information on the topics of financial investment, responsible corporate governance, social commitment, responsibility as an employer and environmental responsibility.
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.