Board of Directors

The members of the Board of Directors of MCH Group Ltd. (31.12.2022)

Andrea Zappia

Chairman

Andrea Zappia is Executive Vice President and Chief Executive Officer New Markets and Business of Sky Group. He is Chairman of SkyShowtime (a Joint Venture of Sky and Paramount Global). He is a member of the Board of Directors and Chairman of the Nomination and Compensation Committee (NNC) of EssilorLuxottica. Andrea Zappia started his career at the multinational Procter&Gamble company, where he held the post of European Group Marketing Manager. From 1996 to 2001, he was Global Sales and Marketing Director for Ferrari and Maserati. In 2003, he joined Sky Italia, where he held various executive positions before holding the post of CEO from 2011 to 2019 and moving to the management of Sky Group. Andrea Zappia is an Italian citizen. He was born in Tripoli and grew up in Bologna, where he graduated in Economics.

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  • Place of residence: Milan (Italy)
  • Date of birth: 24.09.1963
  • Nationality: IT
  • BD member since 2021
  • Elected annually by the AGM
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Marco Gadola

Vice-Chairman

Marco Gadola is currently, among other things, Chairman of the Board of Directors of DKSH Holding AG and Medartis and a member of the Board of Directors of various Basel-based firms, including Straumann and Tally Weijl, as well as other companies. From 2006 to 2008 he was CFO and EVP Operations and, from 2013 to 2019, CEO of the Straumann Group. Between these posts he was Chief Financial Officer and Regional CEO Asia/Pacific at Panalpina Management AG. Prior to his initial period at Straumann, he held different managerial posts at Hero AG, Hilti, Sandoz International Ltd. and Swiss Bank Corporation. Marco Gadola studied economics in Basel, followed by other courses of study in London and Lausanne.

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  • Place of residence: Engelberg (Switzerland)
  • Date of birth: 23.09.1963
  • Nationality: CH / FR
  • BD member from 2016 to 2019 and since 2021
  • Elected annually by the AGM
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Markus Breitenmoser

Markus Breitenmoser has been active internationally for more than 30 years as a Board member, investor, manager and consultant in various industries, including the financial industry, where he has worked especially in the field of corporate restructuring and repositioning. He holds an MBA from the University of St. Gallen. He started his career with Ascom Holding AG before moving to Credit Suisse First Boston and Actienbank and was then a partner and director at Arthur D. Little Central Europe and Helbling Business Advisory AG, where he provided consultancy services to numerous corporate customers from different sectors. He subsequently held Board of Directors’ mandates at the stock-exchange-listed and internationally operating companies of Precious Woods Holding AG and Lifewatch AG, and the innovation analytics company Alpora AG, where he was also a founding partner. Today he is a shareholder and partner of consultancy firm Breitenmoser & Partner GmbH and Chairman of the Central American forestry company Novelteak AG and its subsidiaries as well as MCBM Beteiligungen AG.

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  • Place of residence: Jona (Switzerland)
  • Date of birth: 12.01.1963
  • Nationality: CH
  • BD member since 2019
  • Elected annually by the AGM
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Christoph Brutschin

Christoph Brutschin was a member of the cantonal government and Head of the Economic, Social Affairs and Environment Department of the Canton of Basel-Stadt from 2009 until January 2021. He is, among other things, Chairman of  “Schweizerischen Vereinigung für Schiffart” (Swiss Shipping Association) and a member of the Board of Directors of Grande Dixence SA. Christoph Brutschin studied business administration in Zurich and also economics and the teaching of economics in Fribourg, before taking up employment with PriceWaterhouseCoopers and maxit AG. Prior to his election onto the executive of the Canton of Basel-Stadt, he worked at Basel Commercial College – as a teacher and lecturer as of 1991 and then as the principal from 1996 onwards.

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  • Place of residence: Basel (Switzerland)
  • Date of birth: 21.02.1958
  • Nationality: CH
  • BD member since 2009
  • Delegate of the Canton of Basel-Stadt
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Dr. Balz Hösly

Dr. iur. Balz Hösly is a lawyer and partner at MME Legal | Tax | Compliance in Zurich and Zug. He is an experienced Board of Directors’ practitioner in matters of governance and also in development and change management for private and public companies. Balz Hösly has previously worked in senior positions in different companies, including Winterthur Versicherungen and CS, and also as CEO of the Swiss export promotion organization Osec (now Switzerland – Global Enterprise). He is a lecturer at the University of Zurich and the ZfU Business School in Thalwil. He is Chairman of the Board of Directors of Greater Zurich Area AG and the AG Hallenstadion Zürich as well as a member of the Board of Directors of Showwerk AG in Aegeri and Alstom (Schweiz) AG in Zurich.

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  • Place of residence: Zurich (Switzerland)
  • Date of birth: 08.03.1958
  • Nationality: CH
  • BD member since 2018
  • Delegate of the Canton and City of Zurich
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Dr. Dagmar Maria Kamber Borens

Dr. Dagmar Maria Kamber Borens is a member of the Executive Board of State Street Bank International GmbH and responsible for Switzerland, Austria, the Netherlands, Scandinavia and the custodian bank Germany. She has more than twenty years of experience in the banking industry. Among others, she has worked for UBS for over 17 years in various management positions in Zurich, London and Singapore, most recently as Group CFO for the Asia Pacific region. Furthermore, she was COO and a member of the Executive Board of Swiss Universal Bank of Credit Suisse (Switzerland). Dagmar Kamber Borens studied law at the University of Basel and holds a PhD.

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  • Place of residence: Basel (Switzerland)
  • Date of birth: 28.09.1972
  • Nationality: CH
  • BD member since 2019
  • Delegate of the Canton of Basel-Stadt
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Eleni Lionaki

Eleni Lionaki is a Managing Director at Liberty Global plc. She previously acted as a partner of Lupa Systems LLC and then a Strategic Advisor from 2019 until 2022. Prior to her time at Lupa, she headed 21st Century Fox’s corporate office in Europe and was in charge of Mergers & Acquisitions activity in the region. Before that, she held senior positions in investment banking at Deutsche Bank and Goldman Sachs. She was previously on the boards of Endemol Shine, Moby Group and Tribeca Enterprises and is currently a member on the Board of Directors of All3 Media Group.

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  • Place of residence: London (UK)
  • Date of birth: 17.09.1977
  • Nationality: GR / GB
  • BD member since 2020 (21.12.)
  • Elected annually by the AGM
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James R. Murdoch

James Murdoch is an investor and philanthropist. After more than two decades of global leadership in the media and technology industries, James Murdoch founded LUPA Systems as a private holding company. He most recently served as CEO of 21st Century Fox from 2015 to 2019; previously he served as 21st Century Fox Co-COO, Chairman and CEO for Europe and Asia. Prior to his time at 21st Century Fox, he was the CEO and Chairman of Sky, and CEO of STAR TV. James Murdoch is member of the Board of Directors of Tesla and the Dia Art Foundation, Vice-Chairman of the Center for New American Security, and a member of the Council for Foreign Relations. James and his wife, Kathryn Murdoch, are founders of Quadrivium, a foundation that invests in democracy reform, technology and society, scientific awareness, and climate and ocean health issues.

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  • Place of residence: New York, N.Y. (USA)
  • Date of birth: 13.12.1972
  • Nationality: US
  • BD member since 2020 (21.12.)
  • Elected annually by the AGM
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Jeffrey Palker

Jeffrey Palker joined Lupa Systems LLC as Managing Partner and General Counsel in April 2019. Previously, he worked at 21st Century Fox, where he served as Executive Vice President, Deputy General Counsel and Deputy Chief Compliance Officer. Owing to his extensive international experience, he was previously also General Counsel for Europe and Asia at 21st Century Fox. Jeffrey Palker has extensive experience as a member of Boards of Directors. He was previously on the Board of Endemol Shine and is currently a member of the Board of Directors of Tribeca Enterprises and AWA studios.

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  • Place of residence: Short Hills, N.J. (USA)
  • Date of birth: 30.10.1973
  • Nationality: US
  • BD member since 2020 (21.12.)
  • Elected annually by the AGM
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Committees of the Board of Directors

Governance, Nomination and Compensation Committee (GNCC)

  • Christoph Brutschin, Chairman
  • Marco Gadola
  • Jeffrey Palker
  • Andrea Zappia

Audit Committee (AC)

  • Dr. Dagmar Maria Kamber Borens, Chairwoman
  • Markus Breitenmoser
  • Christoph Brutschin
  • Eleni Lionaki (since 01.01.2023 Jeffrey Palker)

Strategy Committee (SC)

  • James R. Murdoch, Chairman
  • Marco Gadola
  • Dr. Balz Hösly
  • Eleni Lionaki
  • Andrea Zappia

Special Committees Capital Increase

Steering Committee:

  • Christoph Brutschin
  • Eleni Lionaki

Pricing Committee:

  • Christoph Brutschin
  • Eleni Lionaki
  • Marco Gadola

Meetings of the Board of Directors and the committees

In the 2022 business year, the meetings of the Board of Directors were held either in hybrid form (physical presence in the facilities of Messe Basel and participation via video conference) or solely as video conferences.

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Board of Directors

  • Number of meetings: 9
  • Meeting calendar: February, March, April, May, June, August, September, November, December
  • Total meeting duration: 25 hours
  • Attendance of members: 95 %

Governance, Nomination and Compensation Committee (GNCC)

  • Number of meetings: 15
  • Meeting calendar: January (4), February, March (2), April (2), June, July, August, November (3)
  • Total meeting duration: 32 hours
  • Attendance of members: 93 %

Audit Committee (AC)

  • Number of meetings: 7
  • Meeting calendar: January, February, March, June, August, November, December
  • Total meeting duration: 18 hours
  • Attendance of members: 97 %

Strategy Committee (SC)

  • Number of meetings: 3
  • Meeting calendar: January, March, June
  • Total meeting duration: 7 hours
  • Attendance of members: 100 %

Special Committees Capital Increase

  • Number of meetings (all virtual): 24
  • Meeting calendar: April (4), May (4), June (4), July (2), August (3), September (6), October
  • Total meeting duration: 17 hours
  • Attendance of members: 100 %

Main areas of activity in 2022

During the 2022 reporting year, the Board of Directors addressed the following main topics, among others :

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  • Year-end closing 2021, half-year closing 2022 (2)
  • Quarterly financial reports / forecasts 2022 (2)
  • Mid-term plan 2022-2027 (2 / 3)
  • Budget 2023 (2)
  • Bond refinancing / capital increase (2 / 4)
  • Capital reduction / nominal value reduction (2 / 4)
  • Review corporate strategy (3)
  • Monitoring strategy implementation (3)
  • Risk management & compliance (2)
  • Internal Audits
  • Reorganization management level 1 and 2 (1)
  • Recruiting Group CEO (1)
  • Remuneration models Board of Directors / management / employees (1)
  • Salary policy 2023 (1)
  • Preparation / execution of Annual General Meeting and Extraordinary General Meeting

Preparation
1 Governance, Nomination and Compensation Committee (GNCC)
2 Audit Committee (AC)
3 Strategy Committee (SC)
4 Steering Committee / Pricing Committee

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Permitted activities of the members of the Board of Directors

Permitted activities as per §23 of the Articles of Association of MCH Group Ltd.

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  • a) in the case of corporations pursuant to Articles 620-673 of the Swiss Code of Obligations or comparable foreign legal entities whose shares are listed on a stock exchange in Switzerland or abroad: 5;
  • b) in the case of other legal entities registered in the Commercial Register or in a corresponding foreign register, insofar as not included in litera c): 15 mi-nus the activities pursuant to litera a);
  • c) in the case of charitable legal entities registered in the Commercial Register or in a corresponding foreign register, which pursue public or charitable purposes: 10.

Shares held by members of the Board of Directors

 

Number of shares CHF 1.00 and percentage of voting rights 31.12.2022

Number of shares CHF 1.00 and percentage of voting rights 31.12.2021

 

 

 

 

 

Andrea Zappia, Chairman 1)

86 409

0.3%

38 409

0.3%

Marco Gadola, Vice Chairman

35 000

0.1%

Christoph Brutschin

Markus Breitenmoser

26 657

0.1%

9 000

0.1%

Dr. Balz Hösly

Dr. Dagmar Maria Kamber Borens

Eleni Lionaki

James R. Murdoch

Jeffrey Palker

Total

148 066

0.5%

47 409

0.3%

 

 

 

 

 

Shares held by related parties

 

 

 

 

of Markus Breitenmoser 2)

2 847

0.0%

of James R. Murdoch 3)

11 963 130

38.5%

4 805 238

32.3%

1) Registered with voting rights 38 409

2) MCBM Beteiligungen AG

3) Lupa Investment Holdings LP

Changes in the composition of the Board of Directors

There were no personnel changes on the Board of Directors in business year 2022.

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At the Annual General Meeting on 04.05.2023, Christoph Brutschin will step down as a member of the Board of Directors. He has been a member of the Board of Directors since 2009 as Delegate of the Canton of Basel-Stadt – with numerous additional functions: 2016 to 2021 Vice Chairman, 2009 to 2023 member of the Audit Committee (AC) and 2020 to 2023 member of the Governance, Nomination and Compensation Committee (GNCC, since 2021 Chairman).

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At the Annual General Meeting on 04.05.2023, Dr. Balz Hösly will step down as a member of the Board of Directors. He has been a member of the Board of Directors since 2018, until 2020 as delegate of the City of Zurich, since December 2020 as delegate of the Canton and the City of Zurich. He was a member of the Governance, Nomination and Compensation Committee (GNCC) from 2018 to 2022 and has been since 2019 a member of the Strategy Committee (SC), which was established at that time.

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At the Annual General Meeting on 04.05.2023, Eleni Lionaki will step down as a member of the Board of Directors. She has been a member of the Board of Directors as well as of the Audit Committee (AC) and the Strategy Committee (SC) as a representative of Lupa Systems since December 2020. She has left Lupa Systems as of the end of 2022 to take up a new professional challenge.

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The Executive Council of the Canton of Basel-Stadt has appointed Raphael Wyniger, an entrepreneur and hotelier from Basel, as delegate of the Canton of Basel-Stadt and successor of Christoph Brutschin as a member of the Board of Directors as of the date of the Annual General Meeting on 04.05.2023. Raphael Wyniger has an extensive know-how from the hospitality and event industry. With his knowledge and experience, will be able to make an outstanding contribution to the development of the MCH Group and Basel as an exhibition venue

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The Board of Directors intends to reduce the number of members of the Board of Directors from nine to seven. For this reason, at the time of the Annual General Meeting on 04.05.2023, the Canton and the City of Zurich are waiving the appointment of a delegate to which they would be entitled under the MCH Group's Articles of Association. In addition, Lupa Systems will limit itself to the nomination of two members at the Annual General Meeting and will waive a third election proposal to succeed Eleni Lionaki.

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Board of Directorsʼ Office

  • Christian Jecker, Secretary of the Board of Directors