Corporate Governance
Conzzeta attaches great importance to good Corporate Governance and the provision of detailed information for shareholders. In this section, the Committee Chairmen report on their activities in 2020. These accounts are followed by the Corporate Governance Report based on the Swiss Stock Exchange Directive on Information relating to Corporate Governance as well as the Compensation Report.
Report of the Human Resources Committee
“Our focus was on preparing Bystronic as an independent, stock-exchange-listed company.”
Chairman of the Human Resources Committee
Dual challenge
The Human Resources Committee, made up of Philip Mosimann (Chairman), Robert F. Spoerry and Urs Riedener, met five times during 2020. As a general rule, the Chairman of the Board of Directors, the Group CEO and the Group HR manager also participate in meetings of the Human Resources Committee in an advisory capacity, albeit not when it comes to determining their own compensation.
The work of the Human Resources Committee was largely dictated by the Group’s strategic reorientation announced at the end of 2019 and the necessary organizational and personnel adjustments this entailed, as well as the impact of the global coronavirus pandemic.
The pandemic had multi-layered impacts on performance: disrupted supply chains, plant closures and protective measures impacted the business. In consultation with the Executive Committee, the Human Resources Committee supported various measures to protect the health of employees and mitigate the economic impact of the pandemic. These measures included both the use of support mechanisms made available in various countries and selective organizational measures to secure jobs in the long term.
The Human Resources Committee’s priority during the realignment process was to prepare Bystronic as an independent, stock-exchange-listed company. This involved, in particular, the organizational structure, the staffing of key positions at Bystronic as well as the transfer of individual Group functions from Conzzeta.
Despite the realignment and the pandemic, employee training and development was not neglected. The existing succession planning for key positions proved particularly valuable. Wherever possible, employees affected by organizational measures were supported in their professional reorientation with transparent communication and transitional assistance.
On behalf of the Human Resources Committee, a company-internal equal pay analysis was carried out at all Swiss sites of the Group, the results of which were verified by an independent body (KPMG) in the first quarter of 2021. At Bystronic, the legally required equal pay was determined, confirmed and certified. At Mammut and FoamPartner, minimal deviations were found, each of which was less than one percentage point above the reference value. The results were communicated in the business units and steps were initiated to correct partial inequalities.
The compensation budgets for the Board of Directors and the Executive Committee as approved at the 2019 and 2020 Annual General Meetings were adhered to in accordance with the Articles of Association. At the 2021 Annual General Meeting, the shareholders will decide on the future compensation budgets for the Board of Directors and the Executive Committee and voice their opinion on the 2020 Compensation Report by means of a consultative vote.
Philip Mosimann
Chairman of the Human Resources Committee
Report of the Audit Committee
“Ensuring the functioning of the newly created structures will be a focus in the current year.”
Chairman of the Audit Committee
Under the sign of realignment
In 2020, the Audit Committee was again made up of Matthias Auer and Roland Abt (Chairman). Four meetings were held in the reporting year. The Chairman of the Board, Group CEO and Group CFO generally also attend the meetings in an advisory capacity alongside the committee members. Where items of relevance to the external auditors were on the agenda, their representatives were also present.
In addition to addressing the standard topics, such as the analysis of the annual and half-year financial statements, risk management and the monitoring of internal and external auditing, some special aspects of financial management were again analyzed in greater depth.
Extensive preparations have been made for the realignment of the Group with a focus on the Bystronic business unit. With the forthcoming departure of current Conzzeta Group staff, Bystronic must be in a position to perform all the functions of a listed entity in the future. The prerequisites for an efficient financial organization have been established, particularly in the areas of Group Accounting (consolidation), Treasury, Legal, Risk Management, Compliance and Investor Relations. Ensuring that the newly created structures function properly will be a priority in the coming year. Conzzeta’s realignment also affects the previous pension fund, which is why a new pension solution has been drawn up not only for the actively insured at Bystronic but also for those in the discontinued business units. The Audit Committee has closely monitored these processes and also provided advisory input.
The standard process for acquisitions and divestments called for by management in 2019 has now been introduced. Among other things, this involves the monitoring the success of acquisitions made. During the reporting year, the acquisitions of the Italian companies Antil and TTM in 2018 were analyzed. On the one hand, systematic lessons are to be learned from the transaction processes, and on the other hand, the business plans on which management based the transactions are to be reviewed.
The internal audit function, which is carried out by the accountancy firm Deloitte, performed valuable work again in the reporting year. Nine internal audits were carried out, and the Audit Committee discussed the presented reports in detail. It also discussed and approved the audit schedule for 2021. The Audit Committee regularly monitors management’s progress to address follow-up items identified during the audits.
The effects of the Swiss tax reforms were also analyzed in 2020. The newly established patent box offers tax benefits for Bystronic in particular. The Audit Committee ensured that measures were rigorously implemented to take advantage of these opportunities.
Raw materials and spare parts are a significant item in Bystronic’s balance sheet. Spare parts have to be kept in stock for customers over a very long time period. The corresponding valuation method was examined in depth by the Audit Committee with regard to its plausibility.
Roland Abt
Chairman of the
Audit Committee