Board of Directors
Election and term of office
Members of the Board of Directors (BoD) are elected by the Annual General Meeting for a one-year term of office. They may be re-elected without limit to the number of years in office.
Pursuant 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 (CO). 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 the 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 of Directors 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 selected candidates on the list. The executive search agency and, subsequently, the Nomination & Compensation Committee conduct several 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 delegated by the Canton of Zurich are sometimes selected with the assistance of an external consultant in a comparable process closely involving the Chair of the Board of Directors. The process described above does not apply to the representative on the Board of Directors elected by the Annual General Meeting, who is put forward for election on the basis of the City of Zurich’s right of proposal pursuant to Article 21 of the Articles of Incorporation.
The Board of Directors evaluates the instruments used to manage and control the company and its members’ competencies in the form of a self-assessment. This provides a basis for comparing existing and required competencies on the Board of Directors. If such an analysis reveals that certain competencies are incomplete or lacking entirely on the Board of Directors, this will be taken into account in the next selection process for new members.
In the reporting year, the Nomination & Compensation Committee created a profile for the search for an independent member of the Board of Directors using an external executive search service as part of its ordinary succession planning. The Board of Directors approved this search profile, which not only defines requirements in terms of experience, personality and values, but also specifies the knowledge that Zurich Airport Ltd. needs to replace and newly acquire in the course of succession planning.
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 8 years, and the average age was 63.
Description | G. Brentel | J. Felder | B. Frey-Eigenmann | S. Gemkow | C. Mauch | C. Pletscher | B. Schwab | C. Walker Späh | ||||||||
Age | 70 | 64 | 59 | 65 | 65 | 51 | 59 | 67 | ||||||||
Gender | m | m | f | m | f | f | m | f | ||||||||
Nationality | Swiss | Swiss | Swiss | German | Swiss | Swiss | Swiss | Swiss | ||||||||
Term of office 1 | 12 | 9 | 3 | 9 | 15 | 3 | 1 | 11 | ||||||||
Selection process | elected | elected | delegated | elected | elected | elected | delegated | delegated | ||||||||
Executive | no | no | no | no | no | no | no | no |
1The current term of office 2025/2026 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 (ESG), communication, politics and reputation management; these broad-based competencies are all covered by multiple members of the Board of Directors. 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 Switzerland’s federal system. As well as having a balanced composition, this enables the Board of Directors 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 reporting year, the Board of Directors addressed the strategic question of international business and the company’s risk management, calling on the services of internal and external experts. For strategy management, the Board of Directors makes targeted use of foresight management and a trend radar for trend analysis. The Board of Directors undertook specific further training on issues relating to the impact of artificial intelligence (AI) and the use of AI in the company.
Members
Josef Felder
- Chairman of the Board of Directors since the 2023 AGM, member of the Board of Directors since the 2017 AGM, non-executive
- 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 and Chairman of the Board of Directors of SGV Holding AG
Guglielmo Brentel
- Member of the Board of Directors since the 2014 AGM, non-executive
- 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), non-executive
- Swiss citizen, born in 1966, MA in in international relations, University of St. Gallen; Head of Energie 2000 at the Swiss Federal Office of Energy (from 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 (from 2006 to 2018) and as a member of the Zurich Cantonal Council (from 2011 to 2023) and chair of its Finance Committee (from 2015 to 2019)
- Significant activities and vested interests: Chairwoman of the Board of Directors of Spital Männedorf AG; member of the Board of Trustees of the Careum Foundation and member of the Board of Directors of Careum AG Training Centre for Health Care Professions
Stephan Gemkow
- Member of the Board of Directors since the 2017 AGM, non-executive
- German citizen, born in 1960, graduated with a degree in business management from the University of Paderborn and St. Olaf College, Northfield, MN, USA; business consultant at BDO Deutsche Warentreuhand AG (from 1988 to 1990) and, from 1990, various management roles at Deutsche Lufthansa AG; Chief Financial Officer and member of the Executive Board (2006 to 2012), then Chairman of the Board of Franz Haniel Cie.& GmbH (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; 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 AGM, non-executive
- 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 digitalswitzerland; member of the Board of Directors of Tonhalle-Gesellschaft Zürich AG
Claudia Pletscher
- Member of the Board of Directors since the 2023 AGM, non-executive
- Swiss citizen, born in 1974, master’s 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 and 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; member of the Board of Directors of Medbase AG; member of the Board of Directors of Migros Vita AG; member of the Innosuisse Innovation Council
Beat Schwab
- Member of the Board of Directors since May 2025 (delegation), non-executive
- Swiss citizen, born in 1966, PhD in political science from the University of Bern, MBA from Columbia University, NY (USA); research activities at UBS and Credit Suisse First Boston (from 1992 to 1998), as a member of the Management Board of SEVIS AG and, following the sale of ISS Schweiz AG (from 1999 to 2006), as CEO of Wincasa AG (from 2006 to 2012) and as Managing Director and Global Head of Real Estate at Credit Suisse AG (from 2012 to 2017). Since 2017, independent entrepreneur and independent member of the Board of Directors and Board of Trustees at various organisations.
- Significant activities and vested interests: Chairman of the Board of Directors of Zug Estates Holding AG; member of the Board of Directors of Varia US Properties AG; member of the Board of Directors of Raiffeisen Switzerland Cooperative; Vice-Chairman of the Board of Trustees of the Foundation for Art, Culture and History (SKKG).
Carmen Walker Späh
- Member of the Board of Directors since July 2015 (delegation), non-executive
- Swiss citizen, born in 1958, MA in 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.
Beatrix Frey-Eigenmann, Beat Schwab, Carmen Walker Späh, Josef Felder, Guglielmo Brentel, Corine Mauch, Stephan Gemkow and Claudia Pletscher (from left to right)
All members of the Board of Directors are non-executive members. None of the members of the Board of Directors 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 reporting period. 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 company’s 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 the consolidated group 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 conflicts of interest internally 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 the section entitled Shareholder structure).
Internal organisation
Chairman of the Board of Directors1 | Josef Felder | |
Vice-Chairwoman of the Board of Directors | Claudia Pletscher |
1Elected by the Annual General Meeting for a one-year term of office.
In the reporting year, the Board of Directors continued to hold the following committees:
Audit & Finance Committee (AFC)
Members
Beatrix Frey-Eigenmann (Chair), Vincent Albers (until the end of April 2025), Stephan Gemkow, Claudia Pletscher (from May 2025), Josef Felder (guest)
Duties
The committee deals with financial and non-financial reporting on sustainability (environmental, social and governance, observance of human rights and anti-corruption) as well as with the internal control system (ICS) and risk and compliance management. In addition, its duties include the detailed analysis of the annual financial statements and accounting policies, an assessment of the financial report, the audit programme, the audit findings and the recommendations of the auditors and Internal Audit as well as ICT security and cyber resilience. The AFC also deals with the company’s financing policy.
Investment Committee (IC)
Members
Stephan Gemkow (Chairman), Vincent Albers (until the end of April 2025), Guglielmo Brentel, Beat Schwab (from May 2025), Josef Felder (guest)
Duties
The committee is responsible for overseeing, monitoring and financially reviewing significant investment projects by the Zurich Airport Group and evaluates strategic international partnerships and investments. This includes overseeing and monitoring investment projects that are classified by the Board of Directors as significant in terms of their complexity, long-term nature, investment volume or risk exposure. It reviews 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 (NCC)
Members
Claudia Pletscher (Chair), Vincent Albers (until the 2025 AGM), Guglielmo Brentel, Beat Schwab (from May 2025), Josef Felder (guest) are elected by the AGM for a one-year term of office.
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 on the Board of Directors and Management Board. The NCC is responsible for the structure of the remuneration report. It formulates the principles of the company’s personnel and remuneration policy and both defines and monitors the remuneration system of the Board of Directors and the Management Board. The committee deals with strategic questions relating to human resources (HR) as well as HR governance and culture and is regularly briefed by the Management Board on developments in these areas. 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 (Chair), 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. The PAC also deals with strategically relevant legislative and regulatory developments and fosters relationships with stakeholders.
Organisation and participants
The executive bodies of Zurich Airport Ltd. convene meetings as required. During the reporting period, the Board of Directors held seven meetings with an average duration of around five hours as well as one two-day retreat. The Audit & Finance Committee held five meetings lasting an average of three hours, the Investment Committee five meetings lasting an average of three hours each plus a one-day workshop, the Nomination & Compensation Committee seven meetings with an average duration of two hours and the Public Affairs Committee two meetings lasting two hours in each case.
The committees approve recommendations, 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 chair, the members of the Management Board and the Secretary General are regularly invited to attend the meetings of the Board of Directors. As a rule, the Secretary General takes part in all committee meetings. The CEO and CFO are invited to attend meetings of the Audit & Finance Committee; the CEO, the CFO, the MD of Zurich Airport International and the Chief Real Estate Officer are invited to attend meetings of the Investment Committee; the CEO and the Chief People & Communications Officer are invited to attend meetings of the Nomination & Compensation Committee; and the CEO, the COO and the Head of Public Affairs 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 and Committee meetings was as follows during the last financial year:
Name | Function | Board meetings and retreat | AFC 1 | IC 1 | NCC 1 | PAC 1 | ||||||
Josef Felder 2 | Chairman | 8/8 | 5/5 | 6/6 | 7/7 | 2/2 | ||||||
Claudia Pletscher | Vice Chairwoman | 8/8 | 4/43 | 7/7 | ||||||||
Guglielmo Brentel | Member | 8/8 | 6/6 | 7/7 | ||||||||
Beatrix Frey-Eigenmann | Member | 8/8 | 5/5 | 2/2 | ||||||||
Stephan Gemkow | Member | 8/8 | 5/5 | 6/6 | ||||||||
Corine Mauch | Member | 6/8 | 2/2 | |||||||||
Beat Schwab 4 | Member | 5/5 | 4/5 | 6/6 | ||||||||
Carmen Walker Späh | Member | 6/8 | 2/2 | |||||||||
Vincent Albers 5 | Member | 3/3 | 1/1 | 1/1 | 1/1 |
1Committee names: AFC: Audit & Finance Committee; NCC: Nomination & Compensation Committee; IC: Investment Committee; PAC: Public Affairs Committee
2Participation of Josef Felder in committee meetings without voting rights.
3Committee member since AGM 2025.
4Member of the BoD and committees since May 2025
5Member until April 2025
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. In addition to the duties that cannot be delegated by law, in these regulations it has reserved for itself further fundamental strategic responsibilities. It did so in particular in connection with the rights and obligations arising from the federal civil aviation concession, namely the passing of resolutions on significant licence applications, major planning approval applications, petitions for amendment to operating regulations and fee adjustments. 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. The Board of Directors regularly determines the matters that are to be examined and considered in greater detail by the Management Board at the next meeting.
In 2021, the Board of Directors defined the company’s strategy and values in consultation with the Management Board. Sustainable development has been expressly included in our strategy ever since (see the section entitled Purpose, strategy and values). The strategy takes account of the mega-trends of particular relevance for the company, which the Management Board identified and re-evaluated in the reporting year.
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. Based on the strategy, the Board of Directors defines the key performance indicators (KPIs) for the Zurich Airport Group and determines whether they have been achieved. KPIs have also been defined for the target dimensions of ecological and local responsibility and for the company’s impact on society. In this connection, central importance is attached to employee satisfaction. This is measured annually by means of two surveys conducted by Zurich Airport Ltd.
Representatives of individual stakeholder groups and experts are invited to the annual retreat to present 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 the section entitled Stakeholder engagement 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 report on non-financial matters is approved and signed by the Board of Directors and submitted to the shareholders for approval. See Approval and publication of the report on non-financial matters for further information.
The Finance & Services division has overall responsibility for integrated reporting, which is prepared in close consultation with the Sustainability & Public Affairs division. The People & Communications division is responsible for key aspects of managing impacts on social sustainability (employees and people generally). Reporting on governance matters requires the involvement of the General Secretary.
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; however, 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 exposure to aircraft noise.
Right of proposal of the City of Zurich
In accordance with Article 21 of the company’s Articles of Incorporation, the City of Zurich has the right to appoint a member of the Board of Directors. The representative of the City of Zurich exercises the mandate with the same rights and obligations as any other member of the Board of Directors and is solely committed to the interests of the company.
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 company’s business activities. The Board of Directors is also kept informed of anticipated financial developments by means of long-term planning for various scenarios.
In coordination with the Audit & Finance Committee, the external auditors EY (Ernst & Young AG) carried out specific audits of the internal control system during the interim audit, in particular with regard to the investment and property, plant and equipment process as well as IT controls. Internal Audit, which is designed to exercise ultimate supervision as an instrument of the Board of Directors and the Audit & Finance Committee that is independent of management, carried out audits of structural maintenance projects, procurement and the letting of acquired properties at the Zurich site in the reporting year. At the subsidiaries in Latin America, the airport charges at the airports in Brazil were assessed. At the Noida site, the audit concerned entitlement management in the ERP system and the payroll process. Follow-up activities to previous audits also took place. Internal Audit reports directly to the chair of the Audit & Finance Committee.
