Organization & Management
MCH Group is under the management of the Board of Directors and the Executive Board of its holding company, MCH Group Ltd.
The Board of Directors has the following non-transferable and inalienable duties inter alia:
- top management of the company;
- definition of the corporate strategy and its implementation;
- definition of the organization;
- configuration of the accounting, financial control and financial planning;
- appointment of the Executive Board entrusted with the management, and its supervision;
- compilation of the Annual Report and preparation of the General Meeting and the execution of its resolutions;
- submission of proposals to the General Meeting regarding approval of the remuneration for the Board of Directors and the management.
Details of the members of the Board of Directors, their permitted activities and the shares they hold in MCH Group Ltd., together with the composition of the specialist committees and the meetings held in the 2021 financial year, may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”.
– Online: Link
– Download pdf: Page 64
The Executive Board appointed by the Board of Directors manages the business of MCH Group in accordance with the law, the Articles of Association, the Organizational Regulations and other guidelines and instructions issued by the Board of Directors. It is responsible for all key business transactions and matters which are significant for or impact the group as a whole and which are not reserved for the Board of Directors or the General Meeting by law or through the internal regulations.
Details of the members of the Executive Board, their permitted activities and the shares they hold in MCH Group Ltd. may be found in the “Corporate Governance” section of the Annual Report under “Executive Board”.
– Online: Link
– Download pdf: Page 72
Articles of Association and regulations
The Articles of Association of MCH Group Ltd. were approved by the shareholders of the then Schweizer Mustermesse AG on 14.05.2001, 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 08.05.2009, §1 of the Articles of Association was modified for purposes of changing the name of MCH Swiss Exhibition (Holding) Ltd. to MCH Group Ltd. In addition, the Articles of Association were modified at the General Meeting of 17.05.2010 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 22.05.2014, the General Meeting approved a partial revision of the Articles of Association taking in not only the changes required by the "Ordinance against abusive remuneration in listed companies" (VegüV) but also additional amendments which included the updating of the purpose clause and the deletion of the above-mentioned §3a “Approved Share Capital”.
On 27.11.2020, the Extraordinary General Meeting approved the following amendments to the Articles of Association: introduction of a formally selective opting up clause for Lupa Systems LLC (§5); a changed composition for the Board of Directors with a maximum of nine members, two of whom are delegated by the government of the Canton of Basel-Stadt and one of whom by the government of the Canton of Zurich and the Zurich City Council (§8 and §22); the lifting of the restrictions on voting rights and the amendment of the registration restrictions (§3 and §5). These amendments to the Articles of Association became legally effective with the completion of the capital increases and the entry in the Commercial Register on 21.12.2020.
The Articles of Association (in German and English) and the Organizational Regulations and the Regulations governing the specialist committees (in German) are posted on the MCH Group website under “Investors” | “Governance”.
– Link: https://www.mch-group.com/en/investors/governance/
Composition of the Board of Directors
Under the terms of §22 of the Articles of Association of 21.12.2020, the Board of Directors comprises a maximum of nine members. It is made up of three representatives of the public-sector entities and three representatives of Lupa Systems, as well as three additional, independent members. In accordance with the Articles of Association, two members are appointed by the government of the Canton of Basel-Stadt and one member is appointed jointly by the government of the Canton of Zurich and the Zurich City Council. The remaining members are elected by the General Meeting.
The members of the Board of Directors are generally non-executive members, as per the SIX Swiss Exchange Directive. From 03.08.2018 to 04.09.2018, the Chairman of the Board of Directors, Dr. Ulrich Vischer, was responsible for operational management of the company as the delegate of the Board of Directors. From 04.09.2018 to 31.07.2019, Hans-Kristian Hoejsgaard was interim CEO of MCH Group. With the exception of these two transitional arrangements for limited periods, the members of the Board of Directors have never belonged to the operational management of MCH Group and have no significant business relationships with it. 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 MCH Group.
The Board of Directors constitutes itself unless the General Meeting has the power to constitute the Board (election of the Chairperson and the members of the Governance, Nomination and Compensation Committee (GNCC)).
The Board of Directors’ meetings are generally also attended by all the members of the Executive Board – without the right to vote – and, if required for individual transactions, by other members of the management and external experts.
Specialist Committees of the Board of Directors
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. The GNCC has no decision-making powers of its own. It regularly informs the Board of Directors about its activities and submits the corresponding recommendations and proposals. Apart from the members of the Board of Directors elected by the Annual General Meeting, the GNCC meetings are also attended, if necessary, by the Group CEO, the Group CFO and the Head of Corporate Human Resources.
The Audit Committee (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. It regularly informs the Board of Directors about its activities and submits the corresponding recommendations and proposals. The AC meetings are attended by the Group CEO and Group CFO and also, as a rule, by the representative of the statutory auditor, as well as by the auditor's representatives when auditing topics are treated.
In spring 2019, the Board of Directors set up a Strategy Committee (SC) to deal in depth with all strategic issues. In 2021, it also carried out the review and further development of the strategy and submitted the results to the Board of Directors. The SC has no decision-making powers of its own. It regularly informs the Board of Directors about its activities and submits the corresponding recommendations and proposals. As a rule, the meetings of the SC are also attended by the members of the Executive Board and, if required, by other members of the management.
Management and control instruments
The duties and competences of the Board of Directors and the Executive Board are governed by the Articles of Association, the Organizational Regulations and the Regulations of the specialist committees. Data on the current and expected course of business is continuously recorded 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, the Executive Board compiles a written monthly 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 intensive contact with the Group CEO and Group CFO.
Following the emergence of the Covid pandemic, contingency plans were immediately drawn up for all business areas in March 2020. Various scenarios were calculated for the development of the business environment and business activities as well as for the corresponding impact on the company’s financial situation. This contingency planning has been taken forward in the 2021 financial year, and has been updated several times and deliberated on by the Board of Directors.
Risk Management and Internal Control System
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, in the further development of the internal control system (ICS) and the further building up of the compliance management system. Over the past business year, corporate risk management has conducted various strategic, financial, operational and regulatory examinations.
The MCH Group’s 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 corporate governance for 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 continually aligns its ICS to the effectiveness of its business processes and to compliance with laws 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’s risk management deals with strategic, financial, operational and also regulatory risks. In the reporting year, the different business risks were identified in group workshops and individual interviews and assessed in terms of their potential level of impact and the probability of their occurrence. During subsequent consolidation, the most important risks for the group are identified and evaluated. These risks are then reduced to an acceptable level through targeted management measures and, where addressable, are integrated in the company’s strategy and operating business. The risk assessment was verified by the Audit Committee (AC) and adopted by the Board of Directors.
In the reporting year, numerous additional risk assessments were performed in addition to the regular risk management process, which is repeated at least once a year. Particular weight was attached to risk management in the decisions taken regarding events. Risk management was actively included in the preparations and ongoing situation analyses on a permanent basis.
The most important risks for the MCH Group are described below for the individual risk categories. The MCH Group continues to regard the impact of the Covid-19 pandemic on its business activities as one of the key risks for the group. MCH recognizes the overarching interaction with other identified risks, which could also affect the group’s course of business in the near future.
The opportunities identified include the consolidation and growth of internationally leading exhibitions and platforms, as well as the ongoing strong development in the area of digitalization. MCH Group is assuming that the ongoing implementation of its corporate strategy will be decisive in countering the risks arising from developments such as these. By integrating risk management in its strategic projects, the company is endeavoring to optimise the sustainability and value retention of the investments made.
The at times far-reaching impact of the various measures imposed by the authorities to contain the pandemic will continue to determine business performance at MCH Group for the near future. As its business activity increases in the course of the year, MCH Group expects a positive effect on its business performance once again.
The economic situation in general and the development of the respective industries, in particular, has a direct influence on customers' financial standing, the level of investments made in marketing and foreign currency fluctuations. Appropriate risk management measures have been initiated at MCH Group at a strategic, financial and operational level.
MCH Group remains ready to implement any new measures introduced to combat the pandemic, on the one hand, while still pursuing the objective of guaranteeing operational excellence in all matters, on the other hand, especially when it comes to achieving maximum safety and satisfaction for its customers. With the ongoing implementation of its corporate strategy, MCH Group is aligning itself to the ever more rapidly changing market conditions. This implementation is also actively contributing to continuous improvements in the external conditions.
The increasing regulatory requirements and framework conditions, together with the international development of MCH Group and its products, are increasing both the complexity of the different issues and the group’s exposure. MCH Group is thus continually adapting its organization and processes to this end so as to ensure that potential regulatory risks can be identified at an early stage and the required measures triggered in good time.
Compliance and Internal Audit
MCH Group wishes to further strengthen governance of the company and, to this end, reinforced Corporate Risk & Compliance with the addition of a further post in the first half of 2021. The Corporate Compliance Officer supports the management and the company in ensuring compliance with the regulations and guidelines. In implementing the Compliance Framework over the next few years, the regulations and guidelines will be updated and targeted training provided. Employees who detect violations of the applicable regulations and guidelines can contact Risk Management & Compliance in confidence.
In 2021, the Board of Directors also approved the establishment of an internal audit unit. The internal audit unit provides independent and objective audit services, thus ensuring that MCH complies with both the applicable laws and its internal policies and procedures. The internal audit unit reports to the Audit Committee.
To coordinate the setting up of this unit, an audit schedule was compiled in cooperation with Ernst & Young and approved by the Audit Committee. In the past financial year, two internal audits were conducted as pilots in the areas of “Project Management” and “Compliance Management”. In 2022, further internal audits will be conducted throughout the group for the attention of the Board of Directors.
The internal audit unit informs the competent members of the group management and the Audit Committee of its main findings and recommendations on a regular basis.
MCH Group pursues a policy of open and objective communication as a matter of principle. It complies with the rules of the SIX Swiss Exchange as far as its information practice is concerned. It maintains regular contact with the investors and the media, including via investor conference calls and media talks on important topics such as the annual and half-year financial statements. The invitation to the General Meeting and the documents are sent out by letter. All the key information may be found on the MCH Group website:
- Ad hoc announcements under “Investors” | “Ad hoc publications”
– Link: https://www.mch-group.com/en/investors/ad-hoc-announcements/
- Registration for the push service for ad hoc announcements under “Investors” | “Ad hoc publications”
– Link: https://www.mch-group.com/en/investors/ad-hoc-announcements/
- Media releases under “News”
– Link: https://www.mch-group.com/news/
- Annual reports and half-year reports under “Investors” | “Reports”
– Link: https://www.mch-group.com/investoren/berichte/
- Agenda and contact under “Investors” | “Agenda & Contact”
– Link: https://www.mch-group.com/investoren/berichte/
MCH Group has set out the regulations governing blackout periods in its Insider & Ad hoc Regulations. The following blackout periods apply for all members of the Board of Directors and the Executive Board as well as for other permanent insiders (employees in the areas of Corporate Finance, Corporate Communications, Management Office, etc.) and, where appropriate, for insiders working on special projects:
- from 15 July up to the ad hoc communication of the half-year results
- from 15 January up to the ad hoc communication of the annual results
- Decisions are taken on additional blackout periods if an event or a project is subjected to the insider and ad hoc rules. An additional blackout period requires the agreement of the Governance, Nomination and Compensation Committee (GNCC).
In the 2021 business year, blackout periods applied for the members of the Board of Directors and the Executive Board together with the other insiders from 15.01.2021 to 25.03.2021 and from 15.07.2021 to 03.09.2021. There were no additional blackout periods in the 2021 financial year.