Corporate Governance

Board of Directors

The Board of Directors of SFS Group AG consists of a minimum of five and a maximum of nine members. At the end of the reporting year, it consisted of six members (PY six).

Over the last three years, the external members of the Board of Directors have not had any material business relationship with SFS Group with the exemption of the below mentioned transactions.

In 2017, the property held by SFS at Nefenstrasse 30, 9435 Heerbrugg, was sold to an external body member or a related party. The property estimate by an independent expert formed the basis for determination of the price, made plausible by various purchase offers sub­mitted by third parties.

The SFS Group rendered services for information technolo­gy, finance and human resources to external body members or related parties based on internal group rates. In addition and based on usual market conditions, goods were ex­changed and property was rented or leased.

From left: Urs Kaufmann, Thomas Oetterli, Nick Huber, Heinrich Spoerry, Bettina Stadler, Jörg Walther

Heinrich Spoerry

  • Chairman of the Board of Directors (BoD) since 1999
  • External member since 2016
  • Chief Executive Officer 1999 – 2015
  • Member of the BoD of several SFS Group companies
  • With SFS from 1981 – 1986 and since 1998
  • Swiss citizen, born 1951

Other activities

  • Mikron Holding AG, Chairman of the BoD since 2010
  • Bucher Industries AG, member of the BoD since 2006
  • Frutiger AG, Chairman of the BoD since 2016

Qualifications

  • MBA, Massachusetts Institute of Technology 1979
  • Master's degree in economics, University of St. Gallen 1976

Nick Huber

  • External member since 2017
  • With SFS from 1995 – 2016 in various management positions
  • Family shareholder Huber
  • Swiss citizen, born 1964

Other activities

  • COLTENE Holding AG, Chairman of the BoD since 2005
  • HUWA Finanz- und Beteiligungs AG, Member of the BoD since 1997
  • Gurit Holding AG, member of the BoD since 1995
  • IBM (Schweiz) AG, Account Manager 1990 – 1995

Qualifications

  • Stanford Executive Program, Stanford University 2013
  • SKU, Advanced Management Program, Switzerland 2003
  • Matura type E in economics 1984

Urs Kaufmann

  • Independent, external member since 2012
  • Lead Director since 2014
  • Chairman of the Nomination and Compensation Committee since 2014
  • Swiss citizen, born 1962

Other activities/professional background

  • Swiss Employer’s Association (SAV), member of the
    Executive Committee since 2018
  • HUBER + SUHNER AG, Chairman of the BoD since 2017
  • HUBER + SUHNER AG, deputy of the BoD 2014 – 2017
    and Chief Executive Officer 2002 – 2017
  • Schaffner Holding AG, Chairman of the BoD since 2017
  • Vetropack Holding AG, member of the BoD since 2017
  • SWISSMEM, member of the Executive Committee since 2012
  • Technorama Winterthur, member of the Foundation Board since 2010
  • Müller Martini Holding AG, member of the BoD since 2009
  • Gurit Holding AG, member of the BoD since 2006

Qualifications

  • Senior Executive Program IMD Lausanne 1995
  • Master's degree in engineering, Swiss Federal Institute
    of Technology (ETH) Zurich 1987

Thomas Oetterli

  • Independent, external member since 2011
  • Chairman of the Audit Committee since 2014
  • Swiss citizen, born 1969

Other activities/professional background

  • Schindler Group, Chief Executive Officer since 2016
  • Schindler Group, Head of China 2013 – 2016
  • Schindler Group, Head of Europe North & East 2010 – 2013
  • Schindler Group, member of the Executive Management Committee since 2010
  • Schindler Group, Head of Switzerland 2006 – 2009
  • Schindler Group since 1994

Qualifications

  • Master's degree in economics, University of Zurich 1996

Bettina Stadler

  • External member since 2017
  • Family shareholder Stadler/Tschan
  • Swiss citizen, born 1967

Other activities

  • POLYGENA AG, Head of HR and member of the Executive Board since 2016
  • PWB AG, Human Resources manager since 2003,
    mem­ber of the Executive Board 2008–2018
  • Frauenhof Immobilien AG, member of the BoD since 2016
  • Residenz Frauenhof AG, Chairman of the BoD since 2015, member of the BoD
    and Managing Director since 2007
  • WISTAMA Finanz- und Beteiligungs AG, member of the BoD since 2011
  • Raiffeisenbank Oberes Rheintal, member of the BoD 2006 – 2011
  • Raiffeisenbank Lüchingen Altstätten, member of the BoD 2002 – 2006

Qualifications

  • Swiss Board School, IMP-HSG, University of St. Gallen 2015
  • Degree in business administration HF 1995

Jörg Walther

  • Independent, external member since 2014
  • Swiss citizen, born 1961

Other activities/professional background

  • Partner at Schärer Attorneys at law since 2010
  • HUBER + SUHNER AG, member of the BoD since 2016
  • Zehnder Group AG, member of the BoD and Chairman
    of the Audit Committee since 2016
  • AEW Energie AG, member of the BoD since 2014
  • Proderma AG, Chairman of the BoD since 2014
  • Kraftwerk Augst AG, member of the BoD since 2015
  • Immobilien AEW AG, member of the BoD since 2015
  • Care & Cure AG, member of the BoD since 2018
  • Resun AG, General Counsel and Head Corporate Services,
    member of the Executive Committee 2010 – 2012
  • Novartis International AG, Global Head Legal M&A and Antitrust,
    member of the Group Legal Executive Committee 2001 – 2009
  • ABB Asea Brown Boveri AG, Group Vice President M&A 1999–2001
  • ABB Schweiz AG, Senior Legal Counsel 1995 – 1998
  • Danzas Management AG, Senior Legal Counsel
    and Head Legal Services 1991 – 1995

Qualifications

  • MBA University of Chicago 1999
  • Postgraduate certificate in European economic law, University of St. Gallen 1993
  • Admitted to the bar (Attorney at Law) 1990
  • MLaw, University of Zurich 1989