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.

According to the Articles of Incorporation, the Canton of Zurich is entitled to appoint three of seven or eight, or four of nine Members of the Board of Directors in accordance with Article 762 of the Swiss Code of Obligations. 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, Member of the Board of Directors of Barry Callebaut AG from December 2014 to December 2017 and Vice-Chairman from December 2005; Chairman of the Board of Oettinger Davidoff Group between 2007 and 2017, and Chairman of the Board of Directors of Helvetica Capital AG since 2016.
  • Other activities and vested interests: Member of the Board of Directors of Gategroup Holding AG and of Steiner AG, Chairman of the Governing Board of Villeroy & Boch AG, Germany.

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 Zurich) 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 vested interests: CEO of Hardturm AG, Member of the Board of Directors of Schoeller Textil AG.

Guglielmo Brentel

  • Member of the Board of Directors since the 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 consultancy roles for the hotel and tourism sector since 1989; founder, owner and managing director of H&G Hotel Gast AG.
  • Other activities and vested interests: none.

Josef Felder

  • Member of the Board of Directors since the 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 vested interests: Vice Chairman of the Board of Directors of Luzerner Kantonalbank AG as well as of AMAG Group AG and subsidiaries, Member of the Boards of Directors of HTC Corporation and the Careal Property Group AG.

Stephan Gemkow

  • Member of the Board of Directors since the 2017 General Meeting of Shareholders.
  • German citizen, born in 1960, graduated in business management from the University of Paderborn and St. Olaf College, Northfield, MN, USA; 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 from 2012 to 2019.
  • Other activities and vested interests: Member of the Board of Directors of Airbus SE, Leiden, Netherlands, and of Amadeus IT Group S.A., Madrid, Spain and Member of the Board of Trustees of Waelzholz GmbH & Co. KG, Hagen, Germany.

Corine Mauch

  • Member of the Board of Directors since the 2011 General Meeting of Shareholders.
  • Swiss citizen, born in 1960, degree in agr. engineering from the Federal Institute of Technology (ETH); research work (1993–2002) and political studies (2002–2008) in the fields of environment, transport, energy and sustainable development; politically active as a member of the City Parliament of Zurich (1999–2009), Mayor of Zurich since 2009.
  • Other activities and vested interests: Member of the Greater Zurich Area Foundation Board, member of the Metropolitan Council of the Metropolitan Conference Association of Zurich, Deputy President of the SSV Association of Swiss Cities, 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 Park Zurich, member and patron of digitalswitzerland.

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 vested interests: Member of the Boards of Directors of Georg Fischer AG, Stäubli Holding AG, Clariant AG and Tourismus Savognin Bivio Albula 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 member of the Government Council and Head of the Department for Economic Affairs of the Canton of Zurich.
  • Other activities and vested interests: President of the Greater Zurich Area Foundation Board, Member of the Board of the Swiss Conference of Cantonal Directors of Finance and of the Conference of Cantonal Directors of Public Transport (KoV), President of the Conference of Directors of Public Transport for the Zurich Region, Chair of the ZVV Transport Council, member of the Swiss Conference of Directors of Building, Planning and Environmental Protection, President of the Zurich Metropolitan Council and Metropolitan Conference, President of the Intercantonal Conference of the Zurich Metropolitan Area, President of the Gotthard-Komitee, Member of the Board of the Swiss Blockchain Federation.

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, with the exception of the transactions disclosed in the consolidated financial statements (see note 24.4 Related parties), there were no significant business relationships between members of the Board of Directors or the entities they represent and Flughafen Zürich AG.

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, Vincent Albers, 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 matters 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

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

INTERNATIONAL BUSINESS COMMITTEE

Members

Stephan Gemkow (Chairman), Vincent Albers, Andreas Schmid

Duties

This committee considers investment opportunities and proposals for international business, and in particular evaluates and finalises any related tenders to be submitted within the bounds stipulated by the Board of Directors in each case.

Organisation and participants

The executive bodies of Flughafen Zürich AG convene meetings as required. During the reporting period the Board of Directors held eleven meetings with an average duration of around five hours, while the Audit & Finance Committee and the Nomination & Compensation Committee each held three meetings and the Public Affairs Committee held two meetings with an average duration of two hours each, and the International Business Committee held four meetings with an average duration of three hours.

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

The Chief Executive Officer 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 lead auditor at the external auditing firm 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. The CEO, COO, Head of Public Affairs and the General Secretary are invited to attend meetings of the Public Affairs Committee, and the CEO, CFO and the General Secretary are invited to attend meetings of the International Business Committee.

DEFINITION OF AREAS OF RESPONSIBILITY

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 further fundamental strategic responsibilities, 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 changes to fees and charges, In all other matters, it entrusts the Management Board with the general management of the company.

INFORMATION AND CONTROL INSTRUMENTS VIS-À-VIS THE MANAGEMENT BOARD

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

In consultation with the Audit & Finance Committee, the external auditors EY (Ernst & Young AG) reviewed the internal control system as part of the interim audit. In the reporting period, Internal Audit, which was set up by management as an independent entity to help the Board of Directors and the Audit & Finance Committee exercise their duty of supervision, conducted reviews of aspects of building project management and IT licence management, among other things. Follow-up activities to previous audits also took place. Internal Audit reports directly to the Chairman of the Audit & Finance Committee.