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 be re-elected without limit to the number of years in office.
According to the Articles of Association, 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 Zurich Airport Ltd. 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 pre-screening, 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 the instruments used to manage and control the company and its membersʼ 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.
Any measures taken as a result of the self-assessment will be reported in the following year, especially as the Board of Directors has been newly composed and a new chair has been in post since the 2023 Annual General Meeting.
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 four women and four men, average tenure was 7 years, and the average age was 62.
|
Description |
|
V. Albers |
|
G. Brentel |
|
J. Felder |
|
B. Frey-Eigenmann |
|
S. Gemkow |
|
C. Mauch |
|
C. Pletscher |
|
C. Walker Späh |
|
Age |
|
67 |
|
68 |
|
62 |
|
57 |
|
63 |
|
63 |
|
49 |
|
65 |
|
Gender |
|
m |
|
m |
|
m |
|
f |
|
m |
|
f |
|
f |
|
f |
|
Nationality |
|
Swiss |
|
Swiss |
|
Swiss |
|
Swiss |
|
German |
|
Swiss |
|
Swiss |
|
Swiss |
|
Term of office 1) |
|
9 |
|
10 |
|
7 |
|
1 |
|
7 |
|
13 |
|
1 |
|
9 |
|
Selection process |
|
delegated |
|
elected |
|
elected |
|
delegated |
|
elected |
|
elected |
|
elected |
|
delegated |
|
Executive |
|
no |
|
no |
|
no |
|
no |
|
no |
|
no |
|
no |
|
no |
1) The current term of office 2023/2024 is counted as a full year.
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, hotels and restaurants, real estate, the platform economy and digital transformation. It is also ensured that the majority of members of the Board of Directors are familiar with political processes and Switzerlandʼs federal system. 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. The two new members of the Board of Directors attended an onboarding programme lasting several days to learn about the various aspects of the company, current and planned projects, and their particular challenges. In consultation with the respective member of the Management Board, relevant personnel in the company and the Chairman of the Board of Directors, the new board members were prepared for their specific role as chair of the respective committees (Audit & Finance Committee and Nomination & Compensation Committee).
Members
Josef Felder
- Chairman of the Board of Directors since the 2023 Annual General Meeting, 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 CEO of Flughafen-Immobilien-Gesellschaft FIG (from 1998 to 2000) and Zurich Airport Ltd. (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 AMAG Group AG and subsidiaries; member of the Board of Directors of Careal Property Group AG; Vice Chairman of the Board of Directors of Knie Holding AG; Chairman of the Board of Directors of Musikpunkt Hug Holding AG and Chairman of the Board of Directors of SGV Holding 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 Business School; mechanical engineer at Amdahl Corp., Sunnyvale and Fujitsu Ltd., Tokyo; Director of Albers & Co AG, Zurich since 1986, responsible for its Real Estate division since 1992, Partner since 1993
- Significant activities and vested interests: CEO and delegate of the Board of Directors of Hardturm AG; member of the Board of Directors and Management Board of Albers & Co AG; member of the Board of Directors of Schoeller Textil AG (Albers Group)
Guglielmo Brentel
- Member of the Board of Directors since the 2014 Annual General Meeting
- Swiss citizen, born in 1955, commercial apprenticeship, Swiss federal diploma in administration, Swiss federal diploma from Swiss Hospitality Management School in Lausanne; various consultancy roles for the hotel and tourism sector since 1989; founder, owner and Chairman of the Board of Directors of H&G Hotel Gast AG
- Significant activities and vested interests: none
Beatrix Frey-Eigenmann
- Member of the Board of Directors since May 2023 (delegation)
- Swiss citizen, born in 1966, MA in International Relations, University of St. Gallen, Head of Energie 2000 at the Swiss Federal Office of Energy (1993 to 1996); business consultant and branch manager at Federas Beratung AG since 1996, Partner (since 2009) and member of the Management Board (since 2015); politically active as head of Finance and Health on the Meilen Municipal Council (2006–2018) and as a Member of the Zurich Cantonal Parliament (from 2011 to 2023) and chair of its Finance Committee (2015–2019)
- Significant activities and vested interests: Chairwoman of the Board of Directors of Spital Männedorf 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, Vice Chairman of the Board of Directors 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 agricultural 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 Municipal Councils 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
Claudia Pletscher
- Member of the Board of Directors since the 2023 Annual General Meeting
- Swiss citizen, born in 1974, Masterʼs degree in law from the University of Bern and Poitiers (F), MBA from Henley Business School (UK) and MIT (USA); various international management positions for regions and countries at IBM; Head of Development & Innovation at Swiss Post from 2014 to 2021 as head of digital business, from 2017 extended Group executive management, chair of the INN group executive committee (innovation, new business & sustainability); positions on the Board of Directors during the establishment of Twint and following the co-founding of the SwissSign Group; currently Managing Partner of fineminds GmbH
- Significant activities and vested interests: member of the Board of Directors of Metall Zug AG; Medbase Group; Migros Vita AG; member of the Innosuisse Innovation Council; member of the Digital Advisory Board for Swissmedic, the Swiss agency for therapeutic products
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 a 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 (KöV); 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 and member of the Conference of Directors of Public Works, Planning and Environmental Protection Region East; member of the Zurich Metropolitan Council; member of the Gotthard Committee; chair of the Housing Committee of the Canton of Zurich
None of the members of the Board of Directors holds an executive position at Zurich Airport Ltd., and none was a member of the Management Board of Zurich Airport Ltd. 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 Zurich Airport Ltd.
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 22 of the companyʼs Articles of Association, 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. All members of the Board of Directors meet these requirements.
The Code of Conduct, which also applies to the Board of Directors, and the organisational regulations include a duty to disclose any internal conflicts of interest and set out the rules for dealing with conflicts of interest. 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. In addition, major shareholders and their respective shareholdings are disclosed (see Shareholders section).
Internal organisation
Chairman of the Board of Directors
Josef Felder (elected by the Annual General Meeting for one year at a time)
Vice Chairwoman of the Board of Directors
Claudia Pletscher
The Board of Directors has formed the following committees:
Audit & Finance Committee
Members
Beatrix Frey-Eigenmann (Chairwoman), Stephan Gemkow, Vincent Albers, Josef Felder (guest)
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 groupʼs 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, Guglielmo Brentel, Josef Felder (guest)
Duties
This committee reviews the strategic development of existing and new business activities abroad and oversees the development of major investment projects, currently focusing on construction of Noida Airport in India. 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
Claudia Pletscher (Chairwoman), Vincent Albers, Guglielmo Brentel, Josef Felder (guest); 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 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 (PAC)
Members
Carmen Walker Späh (Chairwoman), Corine Mauch, Beatrix Frey-Eigenmann, Josef Felder (guest)
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 Zurich Airport Ltd. convene meetings as required. During the reporting period the Board of Directors held eight meetings with an average duration of around five hours plus a two-day retreat. The three meetings that took place before the Annual General Meeting were attended by the previous board members. The Audit & Finance Committee held four meetings lasting an average of two hours, the International Business Committee held three meetings lasting an average of three hours each plus a one-day retreat, the Nomination & Compensation Committee held eight meetings with an average duration of two hours, and the Public Affairs Committee held two meeting lasting two hours in each case.
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 attend 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, the Chief People & Communications Officer 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. Attendance at Board meetings was as follows during the last financial year:
|
Board member |
|
Board meetings and retreat |
|
Attendance committee meetings 1) |
|
Vincent Albers |
|
100% |
|
100% |
|
Guglielmo Brentel |
|
100% |
|
100% |
|
Josef Felder |
|
100% |
|
100% |
|
Beatrix Frey-Eigenmann 2) |
|
100% |
|
100% |
|
Stephan Gemkow |
|
78% |
|
75% |
|
Corine Mauch |
|
78% |
|
100% |
|
Claudia Pletscher 3) |
|
100% |
|
100% |
|
Carmen Walker Späh |
|
100% |
|
100% |
|
Andreas Schmid 4) |
|
100% |
|
100% |
|
Eveline Saupper 5) |
|
100% |
|
100% |
1) comprises of the following committee meetings: AFC, IBC, NCC, PAC
2) In office since 1 May 2023
3) In office since Annual General Meeting 2023
4) In office until Annual General Meeting 2023
5) In office until 30 April 2023
Definition of areas of responsibility
Based on the Articles of Association, 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. At the first meeting in its new composition, the Board of Directors took the opportunity to review its own processes. Changes to procedures provide more time for reflecting on developments and the impacts of the company.
In 2021, the Board of Directors redefined the companyʼs 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. During the 2023 strategy review, half a day was set aside to discuss the development of aviation infrastructure, during which the Management Board worked out the fundamental principles in its respective divisions. Particular attention was paid to the impact of the planned runway extensions and to the political environment at Zurich Airport. In consultation with external experts, the Board of Directors also considered digitalisation trends in the aviation industry and the digital strategy that flowed from these. 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 companyʼs sustainability reporting in detail and prepares it for the attention of the Board of Directors. For the first time, the report on non-financial matters for the 2023 reporting year will be approved and signed off by the Board of Directors. The report on non-financial matters will also be presented to shareholders. See Approval and publication of the report on non-financial matters for further information.
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 is produced 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 companyʼs business activities. The Board of Directors is also kept informed of anticipated financial developments by means of 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. During the reporting period, Internal Audit, which was set up as an entity independent of management and the Audit & Finance Committee to help the Board of Directors exercise its duty of supervision, reviewed processes relating to remuneration, travel expenses and inventory management, as well as conducted various project audits (including the airports at Iquique in Chile and Noida in India) and on various further aspects of the Latin American subsidiaries. Follow-up activities to previous audits also took place. Internal Audit reports directly to the chair of the Audit & Finance Committee.
