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. It has the necessary leadership skills, expertise and experience in the banking and financial sector required for the approval of VZ Group’s business operation.
Share capital
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 31 December 2023 | |
|---|---|
| Matthias Reinhart (directly and indirectly) | 61,14% |
| Members of the Board of Directors1 | 0,25% |
| Other members of the Executive Board1 | 0,73% |
| VZ employees2 | 4,73% |
| The Capital Group Companies, Inc. | 3,02% |
| Treasury shares | 1,57% |
| Free float / remainder | 28,56% |
1 Without related parties.
2 All shares of employees that are registered in the share register are reported.
Auditors
Duration of the mandate and term of office of the head auditor
The shareholders’ meeting held on 12 April 2023 elected PricewaterhouseCoopers (PwC) as external auditor of VZ Holding and VZ Group for the 2023 financial year. PwC has held this mandate since 2012, and Beat Rütsche has been the head auditor since 2019. He may exercise this mandate for another two years, before the legally required rotation is due.
Auditing fee
PwC charged revision fees of TCHF 783 (2022: TCHF 661) for the financial and regulatory review in the financial year 2023.
Additional fees
In 2023, PwC supported VZ Group in the implementation of regulatory requirements. Fees of TCHF 23 were charged for this service (2022: TCHF 20), 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.
Articles of association (PDF)
Organisational Regulations (PDF)
Compensation report
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.
Sustainability report
We take our environmental and social responsibility seriously and consider sustainability aspects in important decisions.
In the report on non-financial matters, we disclose how VZ Holding Ltd and its consolidated subsidiaries deal with the non-financial matters listed in Art. 964a ff. on the Swiss Code of Obligation. The report is based on VZ Group’s business model and contains all essential information on environmental, social and employee matters, the respect of human rights and combating of corruption.
Additionally, the sustainability report also contains information on the topics of financial investment, responsible corporate governance, social commitment, responsibility as an employer and environmental responsibility.
Report on non-financial matters 2023 (PDF)
Read the Sustainability Report 2022
Download the Sustainability Report (PDF)
Risk Management
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.