Service-oriented - Die Schweizerische Post

76 Annual Geschäftsbericht Report | Corporate 2006 Governance
Role and working methods of the
Board of Directors
As the most senior management body,
the Board of irectors is responsible for
implementing the strategic objectives
set by the Federal Council. In the year
under review, the Board of irectors met
a total of ten times. Key topics included
the strategies of Swiss Post and the
owner, the company’s performance
(transport/finance), the major projects
“REMA” and “Ymago”, organizational
and pension fund issues (such as the
transition from a defined benefit to a
defined contribution plan and funding),
and regulation and further steps towards
deregulation. The Chief Executive
Officer and Head of Finance usually attend
the meetings in an advisory capacity.
epending on the circumstances,
other members of Executive Management,
internal and external specialists or
members of the internal audit team may
also be included. There is no reciprocal
occupation of seats on boards between
Swiss Post and any other commercial
company. Apart from the choice of the
Chairman, the Board is responsible for
its own structure and also appoints a
secretary, who is not a member of the
Board. All members of the Board are
subject to an age limit of 70 years. The
Board of irectors has two standing
committees, which have an advisory role
and prepare the way for decisions (Audit
Committee and Human Resources Committee).
The Chairman of the Board has
a seat on both committees by virtue of
his office.
Audit Committee
The four-member Audit Committee assists
the Board, among other things, in
the supervision of the accounts and of
financial reporting operations. It is responsible
for the creation and development
of appropriate internal supervisory
structures and ensures compliance with
legal provisions. It also assesses Swiss
Post’s risk control at regular intervals. To
enable it to carry out these duties properly,
there is regular contact with Executive
Management and with the internal
and external audit functions. The committee
checks the findings and recommendations
of the internal and external
audit teams and makes corresponding
applications to the Board as appropriate.
The Committee meets as often as business
dictates; five meetings were held
during the past business year. Key topics
included the financial performance, the
investment and risk policy of PostFinance,
the implementation of the Money Laundering
Act and the SRO regulation (selfregulating
organization), implementation
of recommendations of the internal auditors
and corporate governance issues.
The members are: Rudolf W. Hug (Chairman
of the Committee), Anton Menth,
Lucrezia Meier-Schatz, Peter Thomas
Sany.
Human Resources Committee
The Human Resources Committee comprises
four members of the Board of irectors.
The committee has an advisory
function in appointing and removing
members of Executive Management as
well as in deciding on their salaries. It also
submits a recommendation for setting the
negotiating mandate for the annual
round of wage talks with the employee
associations. The committee met five
times in the last financial year, iscussions
centred on the salary measures for staff
and Executive Management, the remuneration
concept for Executive Management,
management development and
management succession planning plus
pension fund topics (switch from defined
benefit to defined contribution plan,
funding). The members are: Anton Menth
(Chairman of the Committee), ominique
Freymond, Rudolf W. Hug, Nicola Thibaudeau.
Information and controlling tools
used by the Board of Directors
All duties not expressly reserved for the
Board of irectors fall within the authority
of Executive Management. However,
the Board of irectors may, at any time
as it sees fit, take the tasks of Executive
Management on itself and carry them
out. The duties and responsibilities of
members of the Board of irectors and
Executive Management are based on the
provisions of the Postal Organization Act.
The Board of irectors receives, among
other things, monthly reports twelve
times a year, and quarterly financial and
project controlling reports, and is informed
by the Audit Committee on
budget compliance, strategic financial
planning and the Federal Council’s strategy
targets. At the beginning of each
meeting of the Board of irectors, the
CEO and the Head of Finance provide
information on the current business situation.
Risk management
Swiss Post operates a comprehensive risk
management system, applicable to all
units of the parent company and to the
subsidiaries. Risk management is a line
management responsibility, The risk management
process is integrated into the
Group’s annual strategy process. The
fields considered include strategy and
environment, customers/market, service
provision, pricing policy, projects/external
services, reporting/controlling, security,
own damage and liability, human resources
management, information technology,
finance, corporate governance, legal
aspects and communication/image.
In 2006, Swiss Post identified and evaluated
12 top-level risks, which it addressed
and for which it developed scenarios and
drew up possible measures. These risks
entail potential losses of over 50 million
francs. Five concern the (political) operating
conditions, four are market-related
and three are endogenous risks. Eight
other risks that do not have the status of
a “top-level risk” were added to the observation
list as a precaution.