Board of Directors (GRI 2-9, 2-10, 2-15)

The Board of Directors of Galenica is responsible for the overall management and ultimate supervision of the Group. It determines the strategic goals, the general ways and means to achieve them while harmonising strategy, risks, and financial resources, and issues instructions and oversees the managers responsible for conducting the company’s businesses. The Board of Directors pursues the aim of increasing enterprise value on a sustainable basis and ensures a balanced relationship between management and control (corporate governance). It decides on the Group’s medium-term planning, budget, and annual objectives. The values and essential framework of the company’s activities are also determined by the Board of Directors. For the Board of Directors, sustainability is of central importance and bears ultimate responsibility for the economic, environmental and social impact of the Galenica Group. The Board of Directors approves the sustainability goals and monitors progress in achieving them. With regard to personnel, the Board of Directors is responsible for the selection and deselection of the members of the committees, the CEO, and the members of the Corporate Executive Committee, as well as the organisation of the remuneration system.

The specific duties of the Board of Directors of Galenica are based on the Swiss Code of Obligations (in particular Article 716a CO), the company’s Articles of Association, and its Organisational Regulations. Pursuant to the Articles of Association, the Board of Directors consists of five to nine members.

The Board of Directors consisted of seven members as of the end of 2023.

Board of Directors competence and evaluation

In selecting the members of the Board of Directors, care is taken to ensure that the relevant competences for Galenica’s activities are represented and that the necessary specialised expertise is available. The Board of Directors evaluates current and prospective members of the Board according to a competence matrix to ensure that an appropriate mix of relevant skills and experience is represented. Particular attention is paid to diversity and complementarity.

In 2022, an assessment was carried out with external support (Thomas Hammer, Board Consulting). The Board of Directors is a well-constituted team of optimum size, with a range of experience, complementary expertise and a good combination of different personalities. The Board of Directors and the committees of the Board of Directors carried out a self-assessment in 2023.

The number of appointments that a member of the Board of Directors may hold in comparable positions at other commercial companies is limited to seven, of which four may be appointments at listed companies, and is limited to fifteen appointments at other legal entities such as foundations and associations with a for-profit purpose. These limits must not be exceeded, unless the appointment is temporary. These restrictions do not apply to appointments at companies controlled by the company or carried out on behalf of the company or companies controlled by it. An appointment at a Group of legal entities which are under uniform control is deemed a single appointment (Article 17(3) of the Articles of Association).

None of the members of the Board of Directors hold an executive role within Galenica or in any of the companies within the Group in the year under review or has held such a role in any of the three financial years prior to the year under review.

Based on the criteria of the Swiss Code of Best Practice for Corporate Governance, all members are therefore independent.

Disclosure of potential conflicts of interest

No member of the Galenica Board of Directors has any significant relations with Galenica or any of its subsidiaries.

Election and term of office

Each member of the Board of Directors and the Chairman are elected individually by the Annual General Meeting for a term of office of one year until the end of the next Annual General Meeting. Re-election is permissible. Upon reaching the age of 70, the members of the Group Board of Directors must resign from office with effect from the next Annual General Meeting. The Board of Directors may, however, propose to the Annual General Meeting that they be re-elected in individual cases (Article 3.4 of the Organisational Regulations).

Internal organisation

The Chairman calls a meeting of the Board of Directors at least four times a year and prepares and leads the meetings. The individual agenda items are set by the Chairman. He decides on a case-by-case basis whether to involve additional persons in the consultations of the Board of Directors. The Corporate Executive Committee also participates in part of every meeting to report on ongoing business and to explain in more detail the documentation in light of the decisions to be taken. Any member of the Board may request that the Chairman calls a meeting of the Board of Directors and that items be included on the agenda. The members of the Board receive the documentation they need to prepare for the agenda items in a timely manner, normally seven days before the meeting in question. The Board of Directors constitutes a quorum when the majority of its members are present. Minutes are kept, recording all discussions and resolutions.

As part of its risk management, the Board of Directors receives from the Corporate Executive Committee an overview of the most important risks, along with preventive measures to be implemented Group-wide as part of the risk management process. This is provided when circumstances require it, but at least twice a year. The Board of Directors approves the overview. 

A commitment to abiding by the law and guidelines (compliance) and acting with integrity is the cornerstone of the corporate culture of the Galenica Group and is a consistent focus of its corporate governance. The Board of Directors ascertained the current status of the various compliance measures at a meeting held during the year under review. The Code of Conduct of the Galenica Group is particularly important for the Board of Directors. It sets out all of the key principles relating to corruption, bribery, gifts and the provision of hospitality for all employees.

The Galenica Group operates mostly in Switzerland nevertheless the Group is within the scope of the OECD Pillar Two model rules. Since the Pillar Two model legislation is enacted in the jurisdictions relevant to Galenica as per January 2024, Galenica has reviewed its corporate structure considering the introduction of Pillar Two model rules.

Committees

The Board of Directors forms the following committees from its members:

• Governance, Nomination and Sustainability Committee
• Remuneration Committee
• Audit and Risk Committee

The committees prepare the business of the Board of Directors in the areas of activity assigned to them and submit recommendations to the entire Board of Directors. They meet as often as business requires and report to the Board of Directors on their activities and results. They draw up their own agendas and keep minutes.

Each committee has its own duties and responsibilities, which are stipulated in a charter. 

Governance, Nomination and Sustainability Committee

The Governance, Nomination and Sustainability Committee comprises three members. This committee supports the Board of Directors in the ultimate direction and supervision of the Company and the Group. It supports the Board of Directors in determining the appropriate size, function, and needs of the Board, as well as the identification of individuals qualified to become or be re-elected as Board members. It also evaluates the appointment of and changes to the members of the Executive Committee and is kept informed about the succession planning for the Senior Management levels.

The Committee assists the Board in advising on the sustainability strategy, targets, initiatives and legislation regarding ESG topics. It includes monitoring progress on sustainability goals.

Remuneration Committee

The Remuneration Committee is composed of four members of the Board of Directors who meet the independence criteria set forth in the Organisational Regulations. The Remuneration Committee carries out the following duties in particular:

• Proposes a remuneration strategy and objectives for the Group and the members of the Corporate Executive Committee to the Board of Directors;
• Proposes the salaries and remuneration for the members of the Board of Directors, the Chairman and the CEO to the Board of Directors;
• Approves the remuneration for the members of the Corporate Executive Committee (excluding the CEO) according to the proposal of the CEO and in agreement with the Chairman of the Board of Directors.

The regulations in the Articles of Association governing remuneration as well as the activities and focuses of the Remuneration Committee in the year under review are detailed in the Remuneration report.

Audit and Risk Committee

The Audit and Risk Committee comprises four members and supports the Board of Directors in fulfilling its duties with regard to accounting, financial and non-financial reporting, risk management, and compliance, as well as internal and external audits. The Audit and Risk Committee carries out the following duties in particular:

• Audits reports by the Corporate Executive Committee on the company’s compliance and risk management process;
• Monitors measures taken by the Corporate Executive Committee for compliance with internal and external regulations;
• Evaluates the effectiveness of the external auditor and approves its fees;
• Evaluates the internal audit programme, takes note of reports from Internal Audit and checks whether the Corporate Executive Committee has used appropriate measures to implement Internal Audit’s recommendations;
• Submits recommendations to the Board of Directors on the Group’s capital structure, financing of investments and acquisitions, and setting of long-term objectives;
• Reviews the non-financial reporting.

Frequency of meetings of the Board of Directors and its committees in 2023

In 2023, the Board of Directors held eleven meetings. Each meeting lasted between two to seven hours, including a two-day strategy meeting. The Remuneration Committee met three times, the Audit and Risk Committee nine times. The Governance Nomination and Sustainability Committee met five times. Furthermore, various videoconferences regarding specific issues were held.

In principle, all the members participate in all the meetings of the Board of Directors. Attendance of meetings of the Board of Directors in 2023 was 96%, and that of committee meetings was 100%.

The CEO and CFO attended each meeting of the Board of Directors and the Audit and Risk Committee. The Board of Directors and its Committees invite members of the Corporate Executive Committee and the Extended Corporate Executive Committee to attend the meetings related to specific topics.