Board of Directors
Election and term of office
Members of the Board of Directors are elected by the Annual General Meeting 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 Annual General Meeting 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 Annual General Meeting were elected by individual vote.
Process for selecting and appointing the Board of Directors
The Board of Directors of Flughafen Zürich AG continually and proactively reviews membership of the Board itself. Coordinated strategic human resources planning which takes account of the composition and selection process requirements is carried out for all members of the Board of Directors.
On the basis of a skills matrix and a general requirements profile covering diversity, personality and leadership qualities, the Board of Directors determines what expertise and experience are lacking. The Board will generally employ an external executive search agency to identify a number of potential candidates on the basis of its requirements profile. Following prescreening, the Nomination & Compensation Committee reviews the resulting shortlist and contacts the candidates on the list. The executive search agency and subsequently the Nomination & Compensation Committee conducts one or more interviews with the candidates. The Nomination & Compensation Committee will then make a recommendation to the Board of Directors as to which candidate it should put forward for election at the Annual General Meeting. Members of the Board of Directors appointed by the Canton of Zurich are likewise always selected with the assistance of an external consultant in a comparable process closely involving the Chair of the Board of Directors.
The Board of Directors evaluates its members’ competencies in the form of a self-assessment. This provides a basis for comparing existing and required competencies on the Board as a whole. If such an analysis reveals that certain competencies are incomplete or lacking entirely on the Board of Directors, this will flow into the next selection process for new members.
Diversity and competencies
Both a good gender balance and an appropriate length of tenure on the Board of Directors are desirable. In the year under review, the Board of Directors was composed of three women and five men, average tenure was 9 years, and the average age was 64.
Along with a knowledge of law and compliance, the competencies required on the Board of Directors encompass core entrepreneurial skills, leadership experience at board or senior executive level, international experience, strategy development, finance, sustainability, communication, politics and reputation management; these broad-based competencies are all covered by multiple members of the Board. The Board of Directors also attaches importance to representation from individuals with (sector) knowledge of important stakeholders and in the areas of aviation, tourism, retailing and hospitality, real estate, the platform economy and digital transformation. As well as having a balanced composition, this enables the Board to appoint deputies (vice chairs and committee chairs).
Every year the Board of Directors meets for in-depth discussions focusing on a particular issue for which it also draws on the knowledge of internal and external experts. In the 2022 financial year, for instance, the Board looked at cyber risks and how to deal with cyberattacks together with external experts who ran a workshop on the topic. Various measures were subsequently put in place to minimise the impact of such attacks, including from a sustainability standpoint.
Members
Andreas Schmid
- Chairman of the Board of Directors since the 2000 Annual General Meeting
- 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
- Significant activities and vested interests: Chairman of the Supervisory Board of Villeroy & Boch AG, Germany, Member of the Board of Directors of Gategroup Holding AG and of Steiner AG
Vincent Albers
- Member of the Board of Directors since May 2015 (delegation)
- 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
- Significant 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 Annual General Meeting
- 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
- Significant activities and vested interests: none
Josef Felder
- Member of the Board of Directors since the 2017 Annual General Meeting
- Swiss citizen, born in 1961, Swiss Certified Expert for Accounting and Controlling and AMP 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 (from 1998 to 2000) and Flughafen Zürich AG (from 2000 to 2008); member of the Boards of Directors at various companies since 2009
- Significant 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 Careal Property Group AG, Gebr. Knie Schweizer National-Circus AG and of HTC Corporation, Chairman of the Board of Directors of Musikpunkt Hug Holding AG and member of the Board of Directors of SGV Holding AG
Stephan Gemkow
- Member of the Board of Directors since the 2017 Annual General Meeting
- 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
- Significant activities and vested interests: Member of the Board of Directors of Airbus SE, Leiden, Netherlands, and of Amadeus IT Group S.A., Madrid, Spain, Senior Advisor BNP Paribas Group, Frankfurt, Germany and member of the Board of Trustees of C. D. Waelzholz GmbH & Co. KG, Hagen, Germany
Corine Mauch
- Member of the Board of Directors since the 2011 Annual General Meeting
- Swiss citizen, born in 1960, degree in agr. engineering from the Federal Institute of Technology (ETH); research work (from 1993 to 2002) and political studies (from 2002 to 2008) in the fields of environment, transport, energy and sustainable development; politically active as a member of the City Parliament of Zurich (from 1999 to 2009), Mayor of Zurich since 2009
- Significant 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 Municipalities 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 Digital Switzerland, member of the Board of Directors of Tonhalle-Gesellschaft Zurich AG
Eveline Saupper
- Member of the Board of Directors since May 2015 (delegation)
- 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
- Significant activities and vested interests: Member of the Boards of Directors of Clariant AG, Georg Fischer AG, Forbo Holding Ltd, Stäubli Holding AG and Tourismus Savognin Bivio Albula AG
Carmen Walker Späh
- Member of the Board of Directors since July 2015 (delegation)
- 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 (from 1998 to 2000); independent attorney (from 2000 to 2015), politically active as a member of the Cantonal Parliament (from 2002 to 2015) and since 2015 as member of the Government Council and Head of the Department for Economic Affairs of the Canton of Zurich
- Significant activities and vested interests: President of the Greater Zurich Area Foundation Board, location marketing, Vice-Chairwoman 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, Chairwoman of the ZVV Transport Council, member of the Swiss Conference of Directors of Building, Planning and Environmental Protection, member of the Conference of Directors of Public Works, Planning and Environmental Protection Region East, President of the Zurich Metropolitan Council and President of the Metropolitan Conference, member of the Intercantonal Conference of the Zurich Metropolitan Area, member of the Gotthard-Komitee
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.
Details of activities in companies with a commercial purpose and other legal entities entered in the Commercial Register are set out in the Remuneration report. The requirements for disclosure of additional mandates of members of the Board of Directors and the Management Board are geared to the SIX Corporate Governance policy, and in the Remuneration Report they are geared to the Swiss Code of Obligations. These requirements are not identical. 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.
Members of the Board of Directors have a duty to disclose conflicts of interest, or any appearance of a conflict of interest, in relation to an individual business matter, even minor ones. The Board of Directors will decide on the action to be taken, which may include the respective member withdrawing from deliberations and not voting on a particular item of business.
There are no cross-board memberships between Boards of Directors. The Code of Conduct also includes a duty to disclose any internal conflicts of interest. In addition, major shareholders and their respective shareholdings are disclosed (see Shareholders section).
Internal organisation
Chairman of the Board of Directors
Andreas Schmid (elected by the Annual General Meeting for one year at a time)
Vice Chairman of the Board of Directors
Josef Felder
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. The committee also considers non-financial reporting matters.
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. It 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 Annual General Meeting 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 seven meetings with an average duration of around five hours plus a two-day retreat, the Audit & Finance Committee held seven meetings lasting an average of two hours, the International Business Committee held three meetings lasting an average of two hours in each case, plus a one-day retreat and a multi-day trip to India, the Nomination & Compensation Committee held six meetings with an average duration of two hours, and the Public Affairs Committee held one meeting lasting 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 – or Chief People & Communications Officer since 1 June 2022 – 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.
Members of the Board of Directors are required to attend all meetings of the Board and of the committees to which they belong and to spend the necessary preparation time to adequately carry out their responsibilities. During the last financial year there were solely two excused absences of members of the Board of Directors from committee meetings, with Board meeting attendance being as follows:
|
Board member |
|
Board meetings |
|
Andreas Schmid |
|
8/8 |
|
Vincent Albers |
|
8/8 |
|
Guglielmo Brentel |
|
8/8 |
|
Josef Felder |
|
8/8 |
|
Stephan Gemkow |
|
7/8 |
|
Corine Mauch |
|
7/8 |
|
Eveline Saupper |
|
8/8 |
|
Carmen Walker Späh |
|
4/8 |
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.
Role of the Board of Directors in overseeing the impacts of management practices
The Board of Directors reviews developments and the impacts of the company and all its divisions at every meeting. These are also discussed with members of the Management Board, including aspects of sustainable development. Encounters with and developments among stakeholder constituencies are also considered.
In 2021, the Board of Directors redefined the company’s strategy and values in consultation with the Management Board. These are based on megatrends identified by the Management Board as particularly relevant to the company. Sustainable development has been expressly included in our strategy ever since (see Strategy section).
Every year at a two-day retreat, the Board of Directors and the Management Board together develop and define business goals that align with this strategy. Half a day was set aside for the topic of sustainable development during the 2022 strategy review, for which the Management Board established the fundamental principles in its respective divisions. Representatives of individual stakeholder groups are regularly invited to these retreats to set out their expectations and views. At their meetings, members of the Management Board report on all significant contact with stakeholders as a matter of course (see Stakeholders section for more information).
Delegation of responsibility
In accordance with the organisational regulations, the Board of Directors has delegated the management of the company to the Management Board. Division heads are responsible for allocating responsibilities within their divisions, with sustainability being a matter for all divisions. The Board of Directors is accordingly notified of all relevant developments in the general situation assessment at every meeting. Various reports presented to the Board of Directors over the course of the financial year elucidate elements of how impacts are managed.
Reporting on sustainable development is carried out through the Integrated Report. The Audit & Finance Committee is accordingly responsible for this and consequently analyses the company’s sustainability reporting in detail and prepares it for the attention of the Board of Directors.
The Finance & Services division, which includes the Financial Services and Sustainability & Environmental departments, has overall responsibility for integrated reporting. Reporting on governance matters requires the involvement of the General Secretary. The People & Communications division is responsible for key aspects of managing impacts on social sustainability (employees and people generally).
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 solely 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. As part of its general situation assessment, the Management Board also informs the Board of Directors at every meeting about any developments and critical concerns or particular risks that have recently come to light in the company’s business activities. The Board of Directors is also kept informed of anticipated financial developments by means of rolling long-term planning for various scenarios, receiving over the course of the financial year reports on matters such as compliance management, noise management or risk management, for example.
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. During the reporting period, Internal Audit, which was set up as an entity independent of management to help the Board of Directors and the Audit & Finance Committee exercise their duty of oversight, reviewed aspects of the internal control system, project audits and various aspects of the Latin American subsidiaries, among other things. Follow-up activities to previous audits also took place. Internal Audit reports directly to the Chairman of the Audit & Finance Committee.
