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

Vincent Albers

Guglielmo Brentel

Josef Felder

Stephan Gemkow

Corine Mauch

Eveline Saupper

Carmen Walker Späh

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 company’s 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 accounting policies, the evaluation of financial reporting and auditing activities, the assessment of findings obtained from audits and recommendations by the auditors and Internal Audit, ICT security and cyber resilience, the definition of the group’s financing policy and an examination of business transactions of special importance.

International Business Committee

Members

Stephan Gemkow (Chairman), Vincent Albers, Andreas Schmid

Duties

This committee reviews the strategic development of existing and new business activities abroad and oversees the development of major investment projects. The committee also 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.

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 appointment 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 Group’s 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.

Organisation and participants

The executive bodies of Flughafen Zürich AG convene meetings as required. During the reporting period the Board of Directors held eight meetings (including a two-day conference) with an average duration of around five hours, the Audit & Finance Committee held nine meetings, the International Business Committee held a two-day conference plus two meetings lasting an average of two hours in each case, while the Nomination & Compensation Committee and the Public Affairs Committee each held three meetings with an average duration of two 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, members of the Management Board and the General Secretary are regularly invited to participate in meetings of the Board of Directors; the CEO, CFO and the General Secretary are invited to attend meetings of the Audit & Finance Committee; the CEO, CFO, MD of Zurich Airport International and the General Secretary are invited to attend meetings of the International Business Committee; the CEO, Head of Human Resources and the General Secretary are invited to attend meetings of the Nomination & Compensation Committee; and the CEO, COO, Head of Public Affairs and the General Secretary are invited to attend meetings of the Public Affairs 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.

Delegates appointed by the Canton

Members of the Board of Directors appointed by the Canton exercise their mandate with the same rights and obligations as every other member of the Board of Directors. The Canton may issue instructions to its delegates in certain legally defined circumstances: this applies to resolutions by the Board of Directors relating to changes in the location or length of runways and to changes to the operating regulations that have a significant impact on aircraft noise exposure.

Information and control instruments vis-à-vis the Management Board

The Management Board reports to the Board of Directors by means of a monthly Management Information System (MIS). 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, reviewed service agreements with third parties, project audits and aspects of retail business along with time and attendance recording, among other things. Follow-up activities to previous audits also took place. Internal Audit reports directly to the Chairman of the Audit & Finance Committee.