Annual Report 2009 - Von Roll

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Corporate Governance 313.4.33.53.63.7| Working methods of the Board of Directors and its CommitteesThe relevant information can be found in sections 3.4.1 and 3.4.2.| Powers and responsibilitiesThe Board of Directors is responsible for the company’s overall management as well as supervising the managementof Von Roll Holding AG and the Group, in particular with regard to compliance with legislation, the Articles ofAssociation, regulations and instructions. The Board of Directors issues the necessary directives regarding businesspolicy and receives regular reports about business development, and may give orders and instructions to theCEO. The powers and responsibilities and nature of cooperation between the Board of Directors and the ExecutiveManagement are stipulated in the Rules of Procedure. These are available on Von Roll Holding AG’s website,www.vonroll.com, under Rules of Procedure in the Corporate Governance section, under Investor Relations. TheBoard of Directors has delegated responsibility for business operations to the CEO of Von Roll Holding AG. However,in accordance with its resolution, the Board of Directors continues to make important personnel decisions anddecisions regarding acquisitions and divestments exceeding CHF 1 million. Furthermore, the Board of Directorsdecides on investments in technology depending on the type of investment that exceed CHF 1 million as well asother matters that are relevant to the Group and cannot be delegated by law.| Information and instruments for monitoring the Executive ManagementThe Executive Management provides transparent and timely information and documentation to the Board of Directors.Each Member of the Board of Directors receives the detailed monthly financial statements plus comments,quarterly financial statements (first and third quarter), half-yearly and annual financial statements. The CEO andCFO also report to the meetings of the Board of Directors on business activities and all matters relevant to theGroup including significant legal cases. Site visits complete the information received. Each year, based on the proposalsof the CEO and CFO, the Board of Directors discusses and approves the next year’s budget, which it thenregularly reviews. Once a year, the Board of Directors reviews the strategic direction of the Group.| Risk management in the GroupThe Board of Directors and Executive Management attach a great deal of importance to the careful handling of risksand expanded their risk management during the reporting year. In addition to ensuring that comprehensive andeffective insurance cover is in place, risk management involves the systematic identification, assessment and reportingof strategic, operational and financial risk. Strategic risks are primarily assessed by the Board of Directors,while financial and operational risks are assessed by the Executive Management. The Risk Manager reports on riskmanagement to the Executive Management every six months. The Board of Directors is informed immediately ofrisks involving gross exposure of over CHF 25 million. Risk management is not only limited to the Group’s financesbut includes all business segments and companies. Suitable management instruments were allocated to the risksidentified within the segments. According to their importance, risks were allocated to the core processes procurement,production and sales, and in accordance with risks to support processes such as IT, communications technologyand Human Resources. The risk assessment carried out is based on information obtained in interviews withkey employees. Risks are categorised in accordance with the same framework as that used in the internal controlsystem. For the top ten risks (including those which can lead to incorrect or fraudulent reporting), a detailed probabilityand impact analysis was carried out, which constitutes the basis for the introduction of an appropriate riskmanagement system. Risk management activities are focused on hedging currency and metal price risks and inmanaging receivables. Furthermore, new risks are identified through direct contact between the departments andrisk management.
32 Corporate Governance4. | Executive Management4.1| Members of the Executive ManagementOn 26 April 2009, Dr. Jürgen Bremer (CLO) left the Executive Management. As of 31 December 2009, the ExecutiveManagement of Von Roll Holding AG therefore comprises the following members:Name Nationality Born Position In the position sinceThomas Limberger D 1967 CEO (Delegate) August 2007Markus Scherbel D 1972 CFO October 2007Andreas Harting D 1970 Member September 2007Markus ScherbelChief Financial Officer (CFO)German nationalBusiness economics degree fromthe European Business School (ebs),Oestrich-Winkel, GermanyProfessional career1997–2000:Head auditor of accounting and consultancy services for accountingfirm Arthur Andersen, Stuttgart, Germany2000–2004:Head of International Financial Accounting at the listed company mgtechnologies ag, Frankfurt, Germany (formerly Metallgesellschaft AG)2004–2006:Member of the Executive Management and Chief Financial ControllerEurope of automotive supplier Hilite Group Europe, Marktheidenfeld,Germany2006–2007:Senior Vice President and Head of Corporate Accounting andReporting, OC Oerlikon Management AG, Pfäffikon SZ, SwitzerlandOther activitiesThere are no further activities or interests.Andreas HartingMember of the ExecutiveManagement,Marketing Strategy and ITGerman nationalBusiness economics degree,a Diplôme de Grande École anda Masters from the ESCP-EAPEuropean School of Management(Paris, Oxford, Berlin)Professional career1996–1997:Consultant, The Boston Consulting Group GmbH, Munich, Germany1997–1999:Product Manager for Johnson & Johnson GmbH, Düsseldorf, Germany2000–2002:Member of the Executive Board of United Screens Media AG,Unterföhring, Germany2002–2005:Manager, BBDO Consulting GmbH, Munich, Germany2005–2007:Senior Vice President (Global Marketing), OC OerlikonManagement AG, Pfäffikon SZ, SwitzerlandOther activitiesThere are no further activities or interests.4.24.3| Other activitiesInformation on other activities and interests of Executive Management members is shown in section 4.1 and forT. Limberger, Chairman of the Board of Directors and Delegate in section 3.1.| Management contractsThere are no management contracts with third parties.
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