Board of Directors
Members of the Board of Directors
The Board of Directors of Kuoni Travel Holding Ltd consists of the following seven members:
All terms expire at the next regular Annual General Meeting of Shareholders. The curricula vitae of the individual Board members can read under kuoni.com. All the members of the Board of Directors are independent directors.
None of the present Board members sat on the Group Executive Board of Kuoni Travel Holding Ltd or on the executive board of any Group subsidiary of Kuoni Travel Holding Ltd within the last three years. Similarly, none of the present Board members maintains material business relationships with Kuoni Travel Holding Ltd or with any Group subsidiary of Kuoni Travel Holding Ltd.
Other activities and functions
Details of other activities and functions of the members of the Board of Directors are available on the company website.
Regulation on the number of additional positions
The members of the Board of Directors shall not occupy or exercise more than eight additional positions in other companies, thereof not more than four publicly listed companies and five unpaid positions in non-profit organisations. An additional position shall be deemed to be a position in the highest managing or supervising body of other entities that are obliged to be entered into the commercial register or a comparable foreign register and that are neither controlled by nor that control the company. A number of positions in several different companies that form part of the same group of companies is regarded as one position. Additional positions that are held by a member of the Board of Directors or a member of the Executive Board within the scope of functions and based on the instructions of the company or another group company are not subject to the limitation.
Election and term of office
Each individual member of the Kuoni Travel Holding Ltd Board of Directors is elected separately by the Annual General Meeting of Shareholders. The latter elects the Chairman of the Board of Directors among the elected members of the Board of Directors. The Board of Directors consists of a minimum of three and a maximum of nine members.
The terms of office of the members of the Board of Directors as well as the term of office of the Chairman of the Board of Directors shall end no later than the closing of the Annual General Meeting of Shareholders following their election. Re-election is permitted.
In the event that the position of the Chairman is vacant, the Board of Directors appoints a new Chairman for the remaining of the term of office. The Board of Directors is self-constituting. It designates from among its members one or more Vice-Chairmen. Furthermore, the Board of Directors designates a secretary who need not be a member of the Board of Directors.
The organisational regulations and company bylaws also stipulate that members of the Board of Directors will automatically retire from the Board on the date of the Annual General Meeting of Shareholders following their 70th birthday.
The internal organisation of the Board of Directors is based on the companyʼs relevant valid Organisational Regulations, which are issued by the Board of Directors and revised regularly. The Organisational Regulations may be consulted under kuoni.com. They were reviewed in December 2015 and came into force on 1 January 2016.
Division of duties within the Board of Directors
Within the Board of Directors, the Chairman has the following duties and authorities. The Deputy Chairman deputises for the Chairman in his absence, and bears the same duties and authorities when doing so. Apart from these duties and authorities, the Chairman and Deputy Chairman have no particular function within the Board of Directors. The Chairman is responsible for the formal and organisational leadership and management of the Board of Directors. In urgent cases, he shall also take the necessary decisions and precautions until the matter can be decided upon by the Board of Directors.
The Chairman further monitors the observance of legal requirements, the Articles of Incorporation, regulations and directives by the companyʼs management bodies, and submits the requisite motions, requests and proposals to the Board of Directors. The Chairman also ensures, in collaboration with the Group Executive Board, that information is provided in good time on all major aspects of the company which are of relevance to the monitoring of its activities and to the corporate decision-making process. Further details of the duties and authorities of the Chairman of the Board are provided in Section 2.5 of the Organisational Regulations.
The Board of Directors has formed the following three committees to assist it in its work: the Compensation Committee, the Nomination Committee and the Audit Committee.
As a rule, the committees are constituted by the Board of Directors, subject to different provisions in the Articles of Incorporation or in regulations. The chairmen of the committees inform the Board of Directors at the respective following ordinary meeting of the Board of Directors about their activities, in urgent cases also immediately. All of these committees have written regulations specifying their tasks and responsibilities.
The General Meeting of Shareholders elects a Compensation Committee consisting of two to five members. The members of the Compensation Committee are elected individually. Only members of the Board of Directors are eligible for election. The term of office of the members of the Compensation Committee ends at the latest with the closing of the General Meeting of Shareholders following their election. Re-election is admissible.
If the Compensation Committee is not fully staffed, the Board of Directors elects the missing members for the remainder of the term.
The task of the Compensation Committee is to make a proposal to the Board of Directors regarding the total compensation of the Group Executive Board for the financial year following the General Meeting of Shareholders in accordance with Article 28 of the Articles of Incorporation. In addition, based on the total amounts approved by the General Meeting of Shareholders, the Compensation Committee makes proposals to the Board of Directors regarding the effective payment of the compensation and supervises together with the Board of Directors the adherence to the total compensation and the compliance with the compensation regulations. Further, the Compensation Committee prepares the Compensation Report and submits it to the Board of Directors.
To fulfil its duties, the Compensation Committee may consult other persons and external consultants for support and have them participate in its meetings.
The Board of Directors may assign further tasks to the Compensation Committee. Members of this committee are: Adrianus (Adriaan) Nühn (Chair), Jae Hyun (Jay) Lee and Annette Schömmel.
The Nomination Committee makes sure that Kuoni recruits and develops experienced and qualified executives and obtains their long-term commitment. Thereby, it observes the standards of a good corporate governance and the long-term interest of the shareholders. Upon request by the Compensation Committee, the Nomination Committee may provide the necessary information in order to allow the Compensation Committee to propose an appropriate and market-conform compensation for evaluated candidates for the Board of Directors of the Group Executive Board.
Members of this committee are: Adrianus (Adriaan) Nühn (Chair), Jae Hyun (Jay) Lee and Annette Schömmel.
The Audit Committee shall support the Board of Directors in its non-delegable duties to provide supreme supervision and financial control by forming its own opinion of the organisation and functioning of the Groupʼs internal and external control system and of the disclosed consolidated financial statements.
Members of this committee are: David Schnell (Chair), John Lindquist and Selina Neri.
Working methods of the Board of Directors and its committees
The Board of Directors and its committees meet as often as business requires, but a minimum of six times a year for the Board of Directors, four times a year for the Audit Committee, three times a year for the Compensation Committee and twice for the Nomination Committee.
The Board of Directors and the committees met as follows in 2015: 16 times (including telephone conferences).
The Audit Committee held four meetings.
The Compensation Committee met five times and the Nomination Committee four times.
The Board of Directors meets at the invitation of its Chairman. A Board meeting may also be demanded by any of its members or by the CEO. The agenda of the Board of Directorsʼ meetings is set by the Chairman. Any member of the Board of Directors may table an agenda item. The members of the Board of Directors each receive documentation prior to the meetings, which enables them to prepare for discussion of the agenda items concerned. Board meetings are chaired by the Chairman. A Board meeting shall be quorate provided the majority of Board members are present.
The Board votes and passes resolutions by a simple majority. In the event of a tie, the meeting chair has the casting vote. In addition to its members, meetings of the Board of Directors are generally attended by the Chief Executive Officer (CEO) and the Chief Financial Officer (CFO), and by further members of the Group Executive Board as and when required. These attendees have only an advisory function, along with the right to table motions or agenda items. Persons who are not members of the Group Executive Board may also attend as specialists at the chairʼs invitation.
Minutes are kept of all meeting deliberations. Board resolutions may also be passed by written approval (letter, fax, e-mail or other written form), again by a simple majority, provided all Board members have had the opportunity to cast their vote and provided no member demands oral discussion of the matter concerned.
Board committee meetings are held at the invitation of the chair. A Board committee meeting may also be demanded by any committee member or the CEO (and an Audit Committee meeting may additionally be demanded by the Chairman of the Board, the CFO or the internal or external auditors). The agenda of Board committee meetings is compiled by the chair. Any committee member may table an agenda item.
The committee members each receive documentation prior to the meetings, which enables them to prepare for discussion of the agenda items concerned.
Board committee meetings are chaired by the committee chair. A committee meeting shall be quorate (and empowered to submit proposals to the Board of Directors) provided the majority of committee members are present. The meeting votes and passes resolutions by a simple majority. In the event of a tie, the meeting chair has the casting vote. In addition to its members, meetings of the Audit Committee are generally attended by the Chairman of the Board, the CEO, the CFO, the Head of Internal Audit and a representative of the external auditors. In addition to its members, meetings of the Nomination- and Compensation Committee are generally attended by the Chairman of the Board, the CEO and the Chief Human Resources Officer.
Minutes are kept of all Board committee meetings. Committee resolutions may also be passed by circular written communication provided no member demands that a meeting be convened.
An annual self-assessment procedure has been established to permanently monitor and if possible enhance the performance of the Board of Directors. This evaluates how efficiently the Board and its committees are performing their functions and meeting their responsibilities, whether each Board member participates actively in Board discussions and makes contributions based on independent judgement, and whether an environment of open discussions is maintained at Board meetings.
Areas of responsibility
The Board of Directors is the companyʼs supreme managing body and is responsible for supervising the management of the company and its business. It deals with all matters that are not entrusted to another body of the company under the law, the companyʼs Articles of Incorporation or its Organisational and Business Regulations.
With regard to the non-transferability and inalienability of duties of the Board of Directors, reference is made to Article 716a of the Swiss Code of Obligations and Article 22 of the Articles of Incorporation.
The Board of Directors may also, subject to the relevant legal provisions, delegate all or part of its duties to manage and represent the company to one or more of its members (as managing directors) or to third parties by issuing the appropriate Organisational Regulations. In this connection, the Board of Directors has issued a set of Organisational Regulations which specify (under Section 2.3) its further duties and authorities and list (under Section 4.3) those business items which require its approval.
The Board of Directors of Kuoni Travel Holding Ltd manages the subsidiaries under its legal and/or economic control as a corporate group. The responsibility for the resolutions taken by the Board of Directors therefore extends not only to the company in the legal sense but also to all the subsidiaries described above by virtue of the Boardʼs authority to issue instructions to the representatives of the company in their respective governing bodies.
Within the overall parameters imposed by the law and the Articles of Incorporation, the Board of Directors delegates the management of the company to the Group Executive Board by means of the relevant Organisational Regulations, which can be viewed on the company website.
The Group Executive Board has the duty and the authority to manage the Kuoni Groupʼs business operations. It is responsible in particular for:
- compiling the annual and interim financial statements and providing the requisite additional information for the Board of Directors;
- planning, managing and monitoring the companyʼs profitability, risk positions, balance sheet structure and liquidity within the guideline parameters laid down by the Board of Directors;
- devising the business strategy, multi-year business plan and budget for the following business year, and submitting these to the Board of Directors;
- preparing and submitting proposals to the Board of Directors, particularly in relation to financing policy, investment policy, asset management policy, risk management and sourcing and trading policy, and in other areas as and where required.
The Group Executive Board shall also ensure the subsequent detailed adoption of such policies and the observance of the principles laid down in connection therewith, and shall report regularly to the Board of Directors thereon:
- implementing Board resolutions;
- ensuring that all legal requirements are observed and that all applicable legal provisions are familiar to and observed by the companyʼs employees (Corporate Compliance; the basic parameters here are laid down in the companyʼs Code of Conduct);
- the internal organisation and the internal control system;
- hiring and dismissing employees;
- monitoring the performance of external service providers;
- preparing meetings of the Board of Directors together with its Chairman and presenting the necessary documents;
- devising proposals and requests for submission to the Board of Directors;
- reporting to the Board of Directors.
The Group Executive Board is empowered to pass resolutions on all business assigned to it. The Group Executive Board may submit such business to the Board of Directors for approval. The provisions on which items of business must be submitted to the Board of Directors for approval are laid down in the Organisational Regulations.
Information and controlling instruments for supervising the group Executive Board
The Management Information System (MIS) of the Kuoni Group is structured as follows: The financial statements of the individual subsidiaries are prepared on a monthly, quarterly, semi-annual and annual basis. These figures are aggregated per segment/division and consolidated for the Group. The figures are compared with the previous year and the budget. The attainability of the budget is assessed on the basis of quarterly reporting and forecasts. The heads of the divisions submit monthly written reports on the progress of business to the Group Executive Board and the Board of Directors. These reports are discussed with the Group Executive Board at the Board of Directorsʼ meetings, as are the implementation and observance of Board resolutions and the companyʼs liquidity levels.
Any member of the Board of Directors may demand to be informed about the companyʼs affairs. The CEO is responsible for informing the Board of Directors about the current course of business and important business transactions occurring in the company and in its subsidiaries. The CEO reports to the Chairman of the Board at regular intervals. The CEO must also inform the Chairman immediately of any unusual events, and the Chairman will in turn pass such information on to the members of the Board.
To ensure the direct information of the full Board of Directors, the CEO regularly attends meetings of the Board of Directors and its committees unless the Board or its committees need to conduct a closed meeting session. The CFO also attends all meetings of the Audit Committee and is further present for most agenda items at full Board meetings. The further members of the Group Executive Board attend Board meetings for particular agenda items as and when required. The Chairman of the Board also receives copies of the minutes of all meetings of the Group Executive Board.
The companyʼs risk management function provides an established risk model for identifying, managing and monitoring strategic and operational risks throughout the Kuoni Group. The Group-wide risk profile consists of the risks identified in the Groupʼs main country organisations (adopting the bottom-up approach) and Group-wide strategic risks (adopting the top-down approach). The present risk profile and the current status of risk-reducing measures resolved are regularly monitored and are reported twice a year to the Board of Directors.
Internal Audit complements the controlling mechanisms available to the Board of Directors and reports directly to the Boardʼs Audit Committee. Internal Audit supports the Group Executive Board in special projects as requested by the CEO or other members of the Group Executive Board, and in other matters. Internal Auditʼs main task is to conduct an independent assessment of internal controls and their effectiveness with regard to potential risks. The reports prepared by Internal Audit regarding the audits carried out are submitted to the members of the Audit Committee, the Chairman of the Board, the CEO, the CFO, the Head of IT, the Head of Corporate Controlling, the Group General Counsel and the external auditor. Each report also contains comments by the Group Executive Board regarding the key findings of the audits conducted in addition to appointed improvements.