Management

The Board of Directors has delegated the management of the company to the CEO in accordance with the Articles of Association and the Organisational Regulations. The CEO assumes operational management of the Galenica Group and heads the Corporate Executive Committee. The CEO reports to the Chairman of the Board of Directors. The Board of Directors maintains regular contact with the CEO and the members of the Corporate Executive Committee.

As of the end of 2024, the Corporate Executive Committee had nine members. The Board of Directors appointed Stephan Mignot, Chief Pharmacies Marketing, to the Corporate Executive Committee with effect from 1 September 2024.

Important changes that occurred between the balance sheet date and the release date of the Annual Report:

Since 1 January 2025, Julian Fiessinger has been CFO and successor to Felix Burkhard (until 31 December 2024).

Corporate Executive Committee

The instructions and resolutions of the Board of Directors are implemented for each of the Group’s Service Units by the Corporate Executive Committee under the leadership of the CEO. The Board sets appropriate objectives for the CEO and those members of the Corporate Executive Committee allocated to the relevant Service Unit and approves the budget. The Board of Directors receives monthly reports, which include key figures and reporting on important events and developments, and on the planning cycle. In the first quarter, the previous year's results are compared with an initial forecast for the current financial year, and the annual financial statements for the previous year are prepared. In the second quarter, a second forecast for the current financial year is made. In the third quarter, the half-year financial statements are prepared, along with a third forecast for the current year. In the fourth quarter, another forecast is created for the current year together with the budget for the following year and medium-term planning for the next two years.

If a member of the Corporate Executive Committee wishes to accept appointments with comparable functions at other commercial companies, this requires the approval of the Board of Directors and is limited to five appointments, of which a maximum of one per member of the Corporate Executive Committee may be at a listed company; the maximum number of appointments per member of the Corporate Executive Committee at other legal entities such as non-profit foundations and associations is limited to ten. Only temporary exceedances are permitted. These restrictions do not apply to appointments at companies controlled by Galenica or carried out on behalf of Galenica or companies controlled by it. Appointments in different legal entities which are under uniform control are deemed a single appointment (Article 20 (4) of the Articles of Association). All members of the Corporate Executive Committee are compliant with this Article. Please refer to the Remuneration report for information regarding functions exercised by members of the Bord of Directors and members of the Corporate Executive Committee at other for-profit companies.

Further information on the other duties of the Board of Directors and the Corporate Executive Committee can be found in the Organisational Regulations published on the Galenica website.

Information and monitoring tools

The Board of Directors monitors the Corporate Executive Committee and supervises its working practices. The Galenica Group has a comprehensive electronic information management system. The Board of Directors receives a written report on a quarterly basis and is informed on a monthly basis about the Group’s financial and operating performance. In addition, operating performance, opportunities, and risks are discussed in depth at meetings attended by members of the Corporate Executive Committee.

Management contracts

No management contracts exist as specified under point 4.4 of the Annexe to the SIX Swiss Exchange Directive Corporate Governance.