Board of Directors

Election and term of office

Members of the Board of Directors are elected by the General Meeting of Shareholders for a term of office of one year. They may stand for re-election, although members of the Board of Directors are required to step down for age reasons at the General Meeting of Shareholders that is held in the year in which they turn 70.

In accordance with Article 762 of the Swiss Code of Obligations, the Canton of Zurich has a statutory entitlement to appoint three of seven or eight, or four of nine persons to the Board of Directors. In the reporting period, the five members to be elected by the General Meeting of Shareholders were elected by individual vote.

Members

Andreas Schmid

  • Chairman of the Board of Directors since the 2000 General Meeting of Shareholders.
  • Swiss citizen, born in 1957, MA (Law); Member of the Mövenpick Executive Board of Management from 1993 to 1997 and then CEO of Jacobs AG (until 2000); CEO of Barry Callebaut AG (until mid-2002), Chairman of the Board of Directors of Barry Callebaut AG from 1999 to 2005, Vice-Chairman of the Board of Directors of Barry Callebaut AG since December 2005 and Member of the Board of Directors since December 2014; Chairman of the Board of Oettinger Davidoff Group between 2007 and 2017 and Chairman of the Board of Directors Helvetica Capital since 2016.
  • Other activities and commitments: Member of the Board of Directors of Steiner AG, Chairman of the Foundation Board of Avenir Suisse.

Vincent Albers

  • Member of the Board of Directors since May 2015.
  • Swiss citizen, born in 1956, degree in mechanical engineering from the Federal Institute of Technology (ETH) and MSc in management from Stanford Graduate School of Business; mechanical engineer at Amdahl Corp., Sunnyvale and Fujitsu Ltd., Tokyo; Director of Albers & Co AG, Zurich since 1986, responsible since 1992 for the Real Estate division, Partner since 1993.
  • Other activities and commitments: CEO of Hardturm AG, Member of the Board of Directors of Schoeller Textil AG.

Guglielmo Brentel

  • Member of the Board of Directors since 2014 General Meeting of Shareholders.
  • Swiss citizen, born in 1955, commercial apprenticeship, Swiss federal diploma as administration officer, Swiss Hospitality Management School in Lausanne with Swiss federal diploma; various positions in advisory services for the hotel and tourism sector since 1989; founder, owner and managing director of H&G Hotel Gast AG.
  • Other activities and commitments: Member of the University Council of HTW Chur.

Josef Felder

  • Member of the Board of Directors since 2017 General Meeting of Shareholders.
  • Swiss citizen, born in 1961, Swiss Certified Expert for Accounting and Controlling and Executive MBA Harvard Business School; various positions at Crossair AG between 1989 and 1998, culminating in deputy director and divisional head, then as CEO of Flughafen-Immobilien-Gesellschaft FIG (1998 to 2000) and Flughafen Zürich AG (2000 to 2008); member of the Boards of Directors at various companies since 2009.
  • Other activities and commitments: Vice Chairman of the Board of Directors of Luzerner Kantonalbank AG, Chairman of the Board of Directors of Stöckli Ski AG and Flaschenpost Service AG, Member of the Boards of Directors of Zino Davidoff SA, HTC Corporation, AMAG Automobil- und Motoren AG, Edelweiss Air and Careal AG, Chairman of the Foundation Board of Pro Juventute, Member of the Board of swissVR.

Stephan Gemkow

  • Member of the Board of Directors since 2017 General Meeting of Shareholders.
  • German citizen, born in 1960, graduated in business management from the University of Paderborn and St. Olaf College Minnesota; business consultant at BDO Deutsche Warentreuhand AG (1988 to 1990) and, from 1990, various management roles at Deutsche Lufthansa AG, between 2006 and 2012 Chief Financial Officer and Member of the Executive Board; Chairman of the Board of Franz Haniel & Cie. GmbH since 2012.
  • Other activities and commitments: Chairman of the Supervisory Board of Takkt AG, Member of the Board of Directors of JetBlue Airways Corporation, Member of the Foundation Board of C.D. Waelzholz KG.

Corine Mauch

  • Member of the Board of Directors since 2011 General Meeting of Shareholders.
  • Swiss citizen, born in 1960, degree in agr. engineering from the Federal Institute of Technology (ETH); professional experience in research (1993 – 2002) and political studies (2002 – 2008) in the fields of environment, transport, energy and sustainable development. Political activity as a member of the City Parliament of Zurich (1999 – 2009), Mayor of Zurich since 2009.
  • Other activities and commitments: Member of the Greater Zurich Area Foundation Board, Member of the Metropolitan Council of the Metropolitan Conference Association of Zurich, Deputy President of the Swiss Union of Cities and Towns, Member of the Steering Committee of the Association of Mayors of the Canton of Zurich, Member of the Technopark Zurich Foundation Board, Member of the Foundation Board of Switzerland Innovation, Zurich, Member and Sponsor of the DigitalSwitzerland Association.

Eveline Saupper

  • Member of the Board of Directors since May 2015.
  • Swiss citizen, born in 1958, PhD (Law); attorney-at-law and federally qualified tax expert; degree from the University of St. Gallen; positions in tax and company law at Homburger AG since 1985, from 1994 to 2014 as Partner and from 2014 to 2017 as “of counsel”; own practice since 2017.
  • Other activities and commitments: Member of the Boards of Directors of Syngenta International AG, Georg Fischer AG, Stäubli Holding AG, Clariant AG and the Hoval Group, Chairwoman of the Board of Directors of Mentex AG.

Carmen Walker Späh

  • Member of the Board of Directors since July 2015.
  • Swiss citizen, born in 1958, MA (Law); attorney-at-law, head of Legal Services and deputy head of the Building Inspectorate of the City of Winterthur (1998–2000); independent attorney (2000–2015); politically active as a Member of the Cantonal Parliament (2002–2015) and since 2015 as Government Councillor and Chair of the Department for Economic Affairs of the Canton of Zurich.
  • Other activities and commitments: President of the “Greater Zurich Area” Foundation Board; Member of the Board of Directors of MCH Group AG; Member of the Board of the Swiss Conference of Cantonal Directors of Finance, the Conference of Cantonal Directors of Public Transport, the Conference of Directors of Public Transport for the Zurich Region and Chairman of the ZVV Transport Council; Member of the Swiss Conference of Directors of Building, Planning and Environmental Protection, Member of the Metropolitan Council of the Metropolitan Conference of Zurich, President of the Gotthard Komitee, President of the Innovationspark Zurich Foundation Board, Member of the Swiss Innovation Park Foundation Board, Member of the Technopark Foundation Board. 

Attorney-at-law Mr Kaspar Schiller resigned from the Board of Directors with effect from the 2017 Ordinary General Meeting of Shareholders, having been a member of the Board since 2004.

None of the members of the Board of Directors holds an executive position at Flughafen Zürich AG, and none was a member of the Management Board of Flughafen Zürich AG or any of its group companies during the three financial years prior to the period under review. As at the reporting date, there were no business relationships between members of the Board of Directors or the entities they represent and Flughafen Zürich AG that were deemed significant and thus worthy of mention.

According to Article 19 of the companyʼs Articles of Incorporation, the number of additional mandates that members of the Board of Directors are permitted to hold in the most senior managerial or administrative organs of legal entities outside the scope of consolidation of the company is restricted to five mandates at listed companies and ten mandates at unlisted companies, and to an additional ten mandates at other legal entities entered in the Commercial Register.

Internal organisation

Chairman of the Board of Directors

Andreas Schmid (elected by the General Meeting of Shareholders for one year at a time)

Vice Chairwoman of the Board of Directors

Eveline Saupper

The Board of Directors has formed the following committees:

Audit & Finance Committee

Members

Josef Felder (Chairman), Stephan Gemkow, Carmen Walker Späh, Andreas Schmid

Duties

This committee is responsible for the close supervision of the annual accounts and the monitoring of compliance with the accounting policies, the evaluation of financial reporting and auditing activities, the assessment of findings obtained from audits and recommendations by the auditors, the definition of the groupʼs financing policy and an examination of business transactions of special importance.

Nomination & Compensation Committee

Members

Eveline Saupper (Chairwoman), Vincent Albers, Guglielmo Brentel, Andreas Schmid (are elected by the General Meeting of Shareholders for one year at a time)

Duties

This committee deals with all issues relating to the nomination and/or removal of members of the executive management of the Group, including their compensation and questions relating to succession planning. It formulates the principles of the Groupʼs personnel and compensation policies and ensures that these are duly complied with. It is also responsible for assessing any potential conflicts of interest on the part of members of the Board of Directors or Management Board.

Public Affairs Committee

Members

Carmen Walker Späh (Chairwoman), Eveline Saupper, Corine Mauch, Andreas Schmid

Duties

The committee monitors political dossiers that are relevant for Zurich Airport and acts as an advisory panel for political issues of strategic importance to the company.

Organisation and participants

The executive bodies of Flughafen Zürich AG convene meetings as required. The Audit & Finance Committee held three meetings, the Nomination & Compensation Committee four and the Public Affairs Committee two meetings with an average duration of two hours each.

The committees approve recommendations and submit proposals to the Board of Directors, and order clarifications to be carried out by internal or external offices. However, the committees do not pass any final, substantive resolutions.

The Chairman and members of the Management Board and the General Secretary are regularly invited to participate in meetings of the Board of Directors. The CEO, CFO, Head of Controlling & Accounting, the internal auditor, the auditor in charge at the external auditing firm KPMG AG and the General Secretary are invited to attend meetings of the Audit & Finance Committee. The CEO, Head of Human Resources and the General Secretary are invited to attend meetings of the Nomination & Compensation Committee, and the CEO, Head of Public Affairs, COO and the General Secretary are invited to attend meetings of the Public Affairs Committee.

Competency regulations

Based on the Articles of Incorporation, the Board of Directors has issued a set of organisational regulations in accordance with the provisions of Article 716b of the Swiss Code of Obligations. Alongside the duties that are non-delegable by law, the Board of Directors has retained numerous fundamental strategic competencies, in particular those associated with the rights and obligations arising from federal civil aviation concessions, specifically deciding on significant licence applications, major budget approval requests, petitions for amendments to operating regulations and modifications of fees and charges, while entrusting the Management Board with the general management of the company.

Information and controlling tools

The Management Board reports to the Board of Directors by means of monthly updates via the Management Information System. This tool encompasses traffic developments, marketing activities, non-aviation business, personnel controlling, balance sheet management and project information. Comprehensive financial and business reports are also prepared on a quarterly basis and a report on substantial business risks and the compliance situation every six months. The Board of Directors is kept informed about anticipated developments by means of rolling long-term planning.

Group auditors KPMG AG worked with the Audit & Finance Committee to review the internal control system as part of the interim audit. Internal Audit, which was set up by management as an independent entity to help the Board of Directors and Audit & Finance Committee perform their duty of overall supervision, conducted reviews of the handling of credit card details, the fee charging process, the handling of contract awards and payment processes within major investment projects, among other things, in the reporting period. Follow-up activities to previous audits also took place. Internal Audit reports directly to the Chairman of the Audit & Finance Committee.