Corporate Governance and Compensation Report

Effective corporate governance ensures fairness and transparency vis-à-vis all stakeholders, in particular vis-à-vis shareholders. The VZ Group is committed to protecting the interests of shareholders and to disclosing all relevant information.

VZ Holding Ltd’s standards and principles are in accordance with authoritative requirements for good corporate governance. Extensive information is included in VZ Group's annual report.

VZ Group is a financial services group. It is subject to the consolidated financial supervision of the Swiss Financial Market Supervisory Authority (FINMA). VZ Depository Bank is licensed to operate as a depository bank and securities trader. VZ InsurancePool is monitored by FINMA as a non-life insurer. The German subsidiary VZ VermögensZentrum GmbH and the VZ Depository Bank Germany Ltd (both in Munich) report to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and to the Deutsche Bundesbank. VZ Treuhand GmbH holds an exemption from the German Federal Financial Supervisory Authority for its activities.

Corporate governance annual report 2019 (PDF)

Compensation report 2019 (PDF)

VZ Holding Ltd

Board of Directors

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.

Fred Kindle, born in 1959
Chairman, head compensation committee
elected until 2021

 

 

Roland Iff, born in 1961
Vice-Chairman, head risk & audit committee
elected until 2021


 

Dr. Albrecht Langhart, born in 1961
Member risk & audit committee
elected until 2021

 

 

Roland Ledergerber, born in 1961
Member compensation committee
elected until 2021

 

 

Olivier de Perregaux, born in 1965
Member risk & audit committee
elected until 2021

 

 

VZ Holding Ltd

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.

Matthias Reinhart, born in 1960
Chief Executive Officer

 

 

 

Giulio Vitarelli, born in 1971
Managing Director
VZ VermögensZentrum (Switzerland)

 

 

Thomas Schönbucher, born in 1973
Deputy Managing Director
VZ VermögensZentrum (Switzerland)

 

 

Tom Friess, born in 1968
Managing Director
VZ VermögensZentrum (Germany)

 

 

Marc Weber, born in 1976
Managing Director
VZ Depository Bank

 

 

Manuel Rütsche, born in 1984
Head Asset Management
VZ Depository Bank

 

 

Lorenz Heim, born in 1968
Managing Director
HypothekenZentrum

 

 

Simon Tellenbach, born in 1983 
Managing Director
Corporate Clients

 

 

 

Rafael Pfaffen, born in 1977
Chief Financial Officer

 

 

VZ Holding Ltd

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. Up until the share split on 21 April 2020, the share capital of CHF 2 million was divided into 8 million fully paid-up registered shares with a nominal value of CHF 0.25 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 2019  
Matthias Reinhart (directly and indirectly) 60,98%
Members of the Board of Directors1 1,44%
Other members of the Executive Board1 1,84%
VZ employees2 3,78%
Mawer Investment Management Ltd (reported on 20.4.2017)3 3,14%
Treasury shares 1,52%
Free float / remainder 27,30%

 

1 Without related parties.

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

Thereof, 0.93 % have been transferred by a third party, including unrestricted voting rights.

Financial year 2019

Auditors

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

The shareholders’ meeting held on 9 April 2019 elected PricewaterhouseCoopers (PwC) as external auditor of VZ Holding and VZ Group for the 2019 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 six years before the legally required rotation is due.

Auditing fee

PwC charged revision fees of TCHF 655 (2018: TCHF 776) for the financial and regulatory review in the financial year 2019.

Additional fees

In 2019, PwC charged additional fees for services amounting to TCHF 38 (2018: TCHF 23). The additional fees relate to support for the implementation of regulatory requirements and for project-based consulting. The additional fees correspond to 5.8 % of the audit fees. 

The additional services by the auditors are compatible with their auditing services, as there is no conflict of interests.

Code of Conduct

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.

Code of Conduct for VZ employees (PDF)

VZ Holding Ltd

Articles of association

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

Articles of association

VZ Holding Ltd

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, 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 2019

VZ Holding AG

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.

Risk Management 2019 (PDF)

Share this page