Board of Directors

The Board of Directors of Aduno Holding consists of seven members. Their CVs are based on information available to the Group. Only major mandates are listed.

I. Dr Pierin Vincenz
Swiss citizen

Dr Pierin Vincenz has been the Chairman of the Board of Directors of Aduno Holding AG since 1999. He represents the Raiffeisen Group of which he was the Chief Executive Officer between 1999 and 2015.
In addition to his activities on behalf of the Aduno Group, Pierin Vincenz is the Chairman of the Boards of Directors of Helvetia Insurance, Investnet Holding AG and Plozza Vini SA. He is also the Vice-Chairman of the Board of Directors of Leonteq Securities AG and active in various foundations.
Dr Pierin Vincenz studied business administration at the University of St. Gallen where he obtained a doctorate in economics.

II. Ewald Burgener
Swiss citizen

Ewald Burgener has been a member of the Board of Directors since 2013. As a member of the Executive Board of Valiant Bank, he is responsible, as the Chief Financial Officer, for finance and infrastructure. He previously held the same position with RBA-Holding AG and Entris Banking AG. Before being promoted to CFO, he held various managerial positions at RBA between 2002 and 2009. From 1996 to 2002, he worked as an auditor in the Financial Services organisational unit at Ernst & Young.
Ewald Burgener studied economics at the University of Berne and holds a lic. rer. pol. degree. He has been a Swiss certified auditor since 1999.

III. Rudolf Dudler
Swiss citizen

Rudolf Dudler has been a member of the Board of Directors since 1999 and Chief Financial Officer and member of the executive management of BSI SA, Lugano since 1999.
In addition to his activities on behalf of the Aduno Group and BSI SA, he is a member of the Boards of Directors of a number of companies, including Dynamic Securities Ltd., Athens, BSI Art Collection SA, Luxembourg, BSI Art Collection (Svizzera) SA, Lugano, and the Swiss Pro Venezia Foundation established by the Federal Council in 1972.
Rudolf Dudler is a Swiss certified accountant and financial controller.

IV. Christian Meixenberger
Swiss citizen

Christian Meixenberger has been a member of the Board of Directors since 2014. He has worked at Fribourg Cantonal Bank since 1997, where he had been Chief Information Officer until 2000. He has been the member of the Executive Board with responsibility for the Service Center sector since 2000. Previously, he worked for Credit Suisse in Geneva for three years, where he headed the Organisation, IT and HR Logistics departments. From 1987 to 1993 he worked at Centre Suisse d’Electronique et Microtechnique SA in Neuchâtel as an engineer and deputy head of the department for computer-supported development.
Christian Meixenberger graduated from the University of Neuchâtel with a master’s degree in physics and electrical engineering and has an MBA from the Business School in Lausanne.

V. Dr. Harald Nedwed
Swiss citizen

Dr Harald Nedwed has been a member of the Board of Directors since 2007 and the Chief Executive Officer of Migros Bank AG since 2003.
In addition to his activities on behalf of the Aduno Group and Migros Bank AG, he is a member of the Board of Directors of the Mortgage Bond Bank of the Swiss Mortgage Institutions, the Chairman of the Investment Committee of the Migros Pension Fund, and a member of the Board of Trustees of the Migros Pension Fund.
Dr Harald Nedwed studied economics and business administration at the University of Basel, where he was also awarded his doctorate.

VI. Pascal Niquille
Swiss citizen

Pascal Niquille was elected as a member of the Board of Directors at the 2015 Annual General Meeting and appointed by the Board of Directors as its Vice-Chairman. He has been Chief Executive Officer of Zuger Kantonalbank since 2009. Prior to that he worked for UBS in various functions both in Switzerland and abroad from 1985.
As well as his activities on behalf of the Aduno Group, he is a member of the Executive Committee of the Association of Swiss Cantonal Banks, a member of the Board of Directors of the Pfandbriefzentrale der Schweizerischen Kantonalbanken AG and a member of the Board of Directors of Zug Chamber of Economy.
Pascal Niquille has a degree in law (lic. iur.) from the University of St. Gallen.

VII. Daniel Previdoli
Swiss citizen

Daniel Previdoli was elected as a member of the Board of Directors at the 2015 Annual General Meeting. He has been a member of Zürcher Kantonalbank’s Executive Board since 2007 and Head of its Products, Services & Direct Banking business unit since 2014.
Prior to this he worked for 11 years at UBS and held various functions at Credit Suisse both in Switzerland and abroad between 1987 and 1996.
As well as his activities on behalf of the Aduno Group, he is Chairman of the Board of Directors of Swisscanto Fund Management Company Ltd., a member of the Boards of Directors of Swisscanto Holding Ltd. and Homegate AG and Deputy Chairman of the Greater Zurich Area Foundation Board.
Daniel Previdoli has a degree in economics and social sciences (lic. rer. pol.) from the University of Fribourg.

Election and term of office

In accordance with the principle of re-electing the entire Board of Directors, the members of the Board of Directors are usually elected at the Annual General meeting for a term of three years. Re-election is possible. The term of office ends on the date of the Annual General Meeting held in the final year of the Board members’ term of office. New members continue the term of office of their predecessors. The current term of office runs until the Annual General Meeting in 2017.

Internal organisation

The Board of Directors is the highest management body of the company and also supervises and monitors the Executive Board. It issues guidelines on the business policy and regularly receives information on the course of business. The Board of Directors delegates the management of operations in its entirety to the Executive Board, unless a ruling to the contrary exists under the law, the company’s articles of incorporation or the organisational regulations.

The Board of Directors has the following tasks in particular:

  • Managing the company and issuing the necessary directives;
  • Determining the company’s strategy in compliance with the corporate objective;
  • Determining the organisational structure and issuing and amending the organisational regulations and its appendices as well as any other regulations;
  • Defining the structure and principles of the accounting, financial control and financial planning systems;
  • Appointing and dismissing persons entrusted with the management of business operations and representation duties, and organising their signatory powers in compliance with the articles of incorporation and the organisational regulations;
  • Supervising the persons entrusted with the management of business operations, also with regard to compliance with the law, the articles of incorporation, the organisational regulations and all directives;
  • Drawing up the annual report, preparing the Annual General Meeting and implementing its resolutions;
  • Informing the judicial authorities in the event of overindebtedness;
  • Deciding on share capital increases, provided that this power has been delegated to the Board of Directors (Art. 651 IV of the Swiss Code of Obligations), and determining share capital increases and the resulting amendments to the articles of incorporation.

The Board of Directors may pass resolutions on all matters that are not reserved for or were not transferred to the Annual General Meeting or another governing body of the company in accordance with the law, the articles of incorporation or the organisational regulations. The Board of Directors may appoint individual committees (e. g. for finance, audit, products, etc.) and delegate specific tasks and responsibilities to these committees. The activities of the committees are governed by regulations that must be approved by the Board of Directors.

Information and reports

At Board meetings, every member of the Board of Directors may request information on all matters concerning the company. In every meeting the Executive Board must report to the Board of Directors on the current course of business and the more important business cases. The members of the Board of Directors must be informed of any extraordinary events by circular letter without delay.

If a member of the Board of Directors wishes to receive information or inspect business documents outside of a meeting, a corresponding request must be submitted to the Chairman of the Board of Directors or the CEO with a copy to the Chairman. If required for the performance of a duty, every member can request access to the books and files from the Chairman. If the Chairman refuses a request for information, consultation or inspection, the Board of Directors must decide on the matter.

Committees

The Board of Directors has formed an Audit Committee and a Compensation Committee. The Board of Directors determines the composition of these committees. The committees meet regularly and prepare meeting minutes and recommendations for the attention of the regular Board meetings. The relevant chairmen of the committees determine the agendas for committee meetings. Before every meeting, the committee members receive documents to help them prepare for the topics listed on the agenda.

Audit Committee

The Audit Committee consists of three non-executive members of the Board of Directors. Currently, the members of the Audit Committee are Ewald Burgener (Chairman), Pierin Vincenz and Daniel Previdoli. In the 2015 financial year, the committee met three times. The meetings are attended by the CEO, the CFO and the internal audit unit, and the meeting to discuss the annual financial statements is also attended by the external auditors. The Audit Committee keeps minutes of its discussions and resolutions.

The principal task of the Audit Committee is to maintain a comprehensive and efficient audit concept for the Aduno Group. As regards the external auditors, its tasks comprise the following:

  • Approving the focal points for the audit;
  • Approving the auditors’ report before the annual financial statements are submitted to the full Board of Directors for approval;
  • Submitting a recommendation to the Board of Directors on which external auditors to propose for election as Group auditors to the Annual General Meeting.

As regards the internal audit unit, its tasks comprise the following:

  • Approving the guidelines on the organisation and tasks of the internal audit unit;
  • Approving the audit plans;
  • Checking the audit results and recommendations received from the external or internal auditors.

Compensation Committee

The Compensation Committee consists of Dr Pierin Vincenz (Chairman), Rudolf Dudler, Dr Harald Nedwed and Pascal Niquille. The CEO and the Head of Human Resources of the Aduno Group also attend the meetings. The committee met three times in the 2015 financial year. The topics that are discussed include, inter alia, personnel risks, salary policies, labour market analyses, demographic trends and the remuneration paid to the CEO.

There are no other Board committees.

Information and control tools vis-à-vis the Executive Board

The Aduno Group has a comprehensive management information system (MIS). Monthly, quarterly, semi-annual and annual financial statements are prepared for the Group and the results per business segment are discussed in the management report. All figures are compared to and analysed against the budget and the prior year’s figures and, if available, the forecast. The budget is drawn up once a year for the next financial year and is based on a previously approved three-year plan. At the meetings of the Board of Directors, the Board is informed of the status of budget compliance and any deviations from the forecast by the CEO and CFO and any measures required are discussed.