Organisation & Management

The Statutes of MCH Group Ltd. were approved by the shareholders of the then Schweizer Mustermesse AG on 14 May 2001, with a view to the merger of Schweizer Mustermesse AG and Messe Zürich AG for international trade fairs and special exhibitions. At the General Meeting of 8 May 2009, §1 of the Statutes was modified for purposes of changing the name of MCH Swiss Exhibition (Holding) Ltd. to MCH Group Ltd. In addition, the Statutes were modified at the General Meeting of 17 May 2010 through §3a “Approved Share Capital”. In line with this decision taken by the General Meeting, the share capital of MCH Group Ltd. was increased to CHF 60,065,750 in May 2011.

On 22 May 2014, the General Meeting approved a partial revision of the Statutes taking in not only the changes required by the "Ordinance against abusive remuneration in listed companies" (VegüV) but also additional modifications including the updating of the purpose clause and the deletion of the above-mentioned §3a “Approved Share Capital”.

The Statutes, the Organisational Regulations and the Regulations governing the specialist committees are posted in German on the MCH Group website:
MCH Group / Investor Relations

The Board of Directors has eleven members. All the members of the Board of Directors are non-executive members, as per the SIX Swiss Exchange Directive. They have never belonged to the operational management of the MCH Group and do not maintain significant business relations with this management. The relations between the representatives of the public-sector entities and the company are based on the institutional relationship that exists between these entities and the MCH Group. In addition to other lawyers’ offices, the MCH Group also uses the services of Vischer AG in Basel. These mandates are awarded at the standard market rates to lawyers at the office and not to Dr. Ulrich Vischer.

Under the terms of the Statutes, three members of the Board of Directors are appointed by the government of the Canton of Basel-Stadt, one member each by the governments of the Canton of Basel-Landschaft and the Canton of Zurich, and one member by the Zurich City Council. The remaining members are elected by the General Meeting. The term of office of members elected by the General Meeting is one year; re-election is possible.

The Board of Directors constitutes itself, unless the General Meeting is authorised to do so. The General Meeting elects the Chairman of the Board and the members of the Governance, Nomination and Compensation Committee (GNCC) which assumes the function of the remuneration committee, inter alia. Members of the Board of Directors can be elected to the GNCC. The term of office of the Chairman of the Board and the members of the GNCC is one year, and re-election is possible.

All the members of the Executive Board attend the Board of Directors’ meetings.

The Governance, Nomination and Compensation Committee (GNCC) is a specialist committee that advises the Board of Directors on the execution of its duties in the fields of corporate governance, human resources planning at Board of Directors and Executive Board level, and the remuneration policy and remuneration to be paid to the Board of Directors and the Executive Board. It provides the Board of Directors with an appropriate report of its activities and findings at least once a year. In particular, the GNCC submits proposals to the Board of Directors on all questions relating to remuneration which are incumbent upon it in its function of remuneration committee as per the provisions of the "Ordinance against abusive remuneration in listed companies" (VegüV). The GNCC has no decision-making powers of its own. Apart from the members of the Board of Directors elected by the General Meeting, the GNCC meetings are also attended by the CEO and the Head of Corporate Human Resources. The latter leave the meeting room when issues concerning them are discussed.

The Board of Directors has appointed an internal Audit Committee (AC). The AC is a specialist committee which supports the Board of Directors in supervising the financial and accounting systems, the financial reporting, the auditors and also the risk management and internal control system. The AC has no decision-making powers of its own. Apart from the members of the Board of Directors who sit on the AC, the Chairman of the Board of Directors and the CEO and CFO also attend the AC meetings; for individual items on the agenda, representatives of the statutory auditor are present.

In the 2017 business year, the Board of Directors had six half-day meetings. These were held in the months of February, March, April, June, August and November. The GNCC held two meetings in 2017, in the months of March and November. The AC held three meetings in the reporting year; these took place in March, April and November. The Board and committees met in their standard composition in each case. No external advisors were consulted in the reporting year.

The duties and competences of the Board of Directors and the Executive Board are governed by the Statutes, the Organisational Regulations and the Regulations governing the specialist committees. Data on the current and expected course of business is recorded on a continuous basis in a controlling, planning and information system. The Executive Board draws up regular business reports for submission to the Board of Directors on the basis of this underlying data. In addition, prior to each meeting, the Executive Board compiles a written report for the Board of Directors on the current course of business in the different divisions. If exceptional events occur, the Board of Directors is notified without delay. The Chairman of the Board of Directors maintains constant close contact with the CEO and CFO.

The MCH Group’s risk management (RM) deals with financial, strategic, operational and also regulatory risks. The risks are first identified in the MCH Group's different risk centres. During the subsequent consolidation phase, the key risks for the group are identified and evaluated. These risks are then reduced to an acceptable level, where possible, through targeted measures for managing them and integrated in the corporate strategy. This process is repeated at least once a year, with new risks being taken up and dealt with promptly. Reconciliation with the corporate strategy is performed at regular intervals.

In the reporting year, the different business risks were identified in group workshops and individual interviews and were assessed with regard to their potential level of impact and the probability of their occurrence. The risk assessment was verified by the Audit Committee (AC) and adopted by the Board of Directors.

The key risks for the MCH Group are described in the following section for the individual risk categories:

The MCH Group has a corporate risk management function. Corporate risk management acts as an advisory unit on behalf of the Audit Committee and the Executive Board and supports the group in risk management and in the further development of the internal control system. Over the past business year, corporate risk management conducted various strategic, financial, operational and regulatory examinations.

The MCH Group’s internal control system (ICS) takes in all the processes, methods and measures prescribed by the Board of Directors and Executive Board and constitutes an integral part of risk management and a key element of the corporate governance of the MCH Group. It is aimed first and foremost at ensuring the prompt and correct accounting of all business processes and the periodical availability of reliable data on the company’s financial position. The key processes and controls, together with their implementation, are verified and documented on a systematic and readily comprehensible basis to this end. When acquisitions are made, we aim to bring the internal control procedures of the acquired entities into line with those of the MCH Group as rapidly as possible.

The MCH Group has extended its ICS to cover the efficiency of the company’s business processes and compliance with legislation and regulations. The weak points identified in this way are rectified by means of selective actions. The Audit Committee of the MCH Group monitors the ICS.

The MCH Group pursues an open communication policy as a matter of principle. It complies with the rules of the SIX Swiss Exchange as far as its information practice is concerned. All the key information may be found on the MCH Group's website: