Organization & Management
MCH Group is under the management of the Board of Directors and the Executive Board of its holding company, MCH Group Ltd.
Board of Directors
The Board of Directors has – among others – the following non-transferable and inalienable duties:
- the ultimate management of the Company; the definition of the corporate strategy and the organization, and the determination of the accounting system, the financial controls and the financial planning;
- the appointment and dismissal of persons entrusted with the management (the members of the Executive Board) and the supervision of them, namely with regard to compliance with the law, the Articles of Association, regulations and directives
- the issuance of regulations for the management (organizational regulations);
- the preparation of the Annual General Meeting, the submission of proposals concerning the business on which the Annual General Meeting has to decide, and the execution of its resolutions;
- the preparation of the Business Report with the Annual Report (Activities and Corporate Governance), the Financial Report and the Remuneration Report.
Composition of the Board of Directors
Under the terms of §22 of the Articles of Association of 12.10.2022, 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 Board of Directors intends to reduce the number of members and to redefine the composition of the Board of Directors accordingly. A revision of the Articles of Association in this regard is expected to be submitted to the Annual General Meeting 2024.
The members of the Board of Directors are generally non-executive members, as per the SIX Swiss Exchange Directive. With the exception of two temporary transitional arrangements in 2018 and 2019, the members of the Board of Directors have never belonged to the operational management of the MCH Group. The members of the Board of Directors do not have any significant business relationships with the MCH Group. The relationships of the representatives of the public-law entities with the company are rooted in the institutional relationship between these entities and the 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 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.
Committees of the Board of Directors
The Board of Directors has appointed various committees to deal in depth with the areas of responsibility of the Board of Directors and to prepare the topics to be treated by the Board of Directors:
- the Governance, Nomination and Compensation Committee (GNCC) in the areas of corporate governance, the composition of the Board of Directors and management, the organization of the Company and the remuneration policy, as well as the remuneration of the Board of Directors and the Executive Board;
- the Audit Committee (AC) in the areas of finance and accounting – planning, budgeting, forecasting, closing, reporting, controlling – as well as risk management, compliance and internal audit;
- the Strategy Committee (SC) in the areas of reviewing and defining corporate strategy and strategic initiatives and monitoring their implementation.
The committees act in a preparatory and advisory capacity and have no decision-making authority. However, the Board of Directors may authorize them to make a final judgment and decision on a specific matter. The committees provide information on their activities at the meetings of the Board of Directors and submit their corresponding recommendations and proposals. In addition to the committee members appointed by the Board of Directors (in the case of the GNCC elected by the Annual General Meeting), the meetings of the specialist committees are attended by the Group CEO and the Group CFO and, if required, other members of management, representatives of the statutory auditors and external advisors.
In the reporting year 2022, the Board of Directors established a Steering Committee and a Pricing Committee for the preparation and implementation of the capital increase, which supported and supervised the responsible project management and continuously informed the Board of Directors about the current status.
Information on the members of the Board of Directors, their permitted activities and participation in MCH Group Ltd., as well as the composition of the specialist committees and the meetings held in the business year 2022 may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”.
– Online: Link
– Download pdf: Page 67
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.
Information on the members of the Executive Board, their permitted activities and participation in MCH Group Ltd. may be found in the “Corporate Governance” section of the Annual Report under “Executive Board”.
– Online: Link
– Download pdf: Page 76
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.
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. Subsequently, the General Assembly approved the following amendments to the Articles of Association:
- 08.05.2009: Change of the name of MCH Swiss Exhibition (Holding) Ltd. to MCH Group Ltd.
- 17.05.2010: Approved share capital. Subsequent increase of the share capital to CHF 60,065,750.
- 22.05.2014: Adjustments in accordance with the Ordinance against Excessive Compensation in Listed Stock Corporations (OaEC); update of the purpose article; deletion of the article on approved share capital.
- 27.11.2020: Introduction of a formally selective opting up clause for Lupa Systems LLC; change of the composition of the Board of Directors with a maximum of nine members; lifting of the restrictions on voting rights and the amendment of the registration restrictions; increase of the share capital in two tranches by a total of up to CHF 94,500,00.Subsequent increase of the share capital to CHF 148,693,510 and entry in the Articles of Association as of 21.12.2020.
- 23.05.2022: Adjustments regarding the remuneration of the Board of Directors and the Executive Board as a prerequisite for the introduction of new remuneration models; reduction of the share capital to CHF 14,869,351 by nominal value reduction from CHF 10.00 to CHF 1.00 per share. Subsequent reduction of the share capital and entry in the Articles of Association as of 02.08.2022.
- 28.09.2022: Increase of share capital by up to CHF 18,586,688. Subsequent increase of share capital to CHF 31,053,147 and entry in the Articles of Association as of 12.10.2022.
In addition to the legal regulations and the Articles of Association of MCH Group Ltd., the organization and management are defined in several internal regulations, namely the Organizational Regulations and the Regulations of the Audit Committee (AC) and the Governance, Nomination and Compensation Committee (GNCC).
At the Annual General Meeting of 04.05.2023, various amendments to the Articles of Association will be proposed, which are necessary due to the new Company Law Regulations having been in force since 01.01.2023. In addition, the organizational regulations will be revised in the current business year.
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/
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 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 and economic and geopolitical developments. Risk management was actively included in the preparations and ongoing situation analyses on a permanent basis.
The most important risks for MCH Group are described below for the individual risk categories. MCH Group continues to regard the impact of geopolitical and economic developments on its business activities as the most significant risks for the group. MCH Group 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 growth of leading international exhibitions and platforms, the strengthening of the existing event portfolio in Switzerland, and the expansion of the global offering of services in the field of experience marketing. The ongoing implementation of the corporate strategy is decisive in countering the risks arising from such developments. By integrating risk management in its strategic projects, the company is endeavoring to optimize the sustainability and value retention of the investments made.
The partly far-reaching effects of the war in Ukraine and the resulting uncertainties and uneven developments in the global economy will continue to determine MCH Group's business performance in the near future. MCH Group expects the pandemic to have a positive impact on the course of business again once it is over.
The economic situation and the respective industry development have a direct influence on the creditworthiness of customers, the level of marketing investments and foreign currency fluctuations. The MCH Group constantly implements appropriate measures to manage risks at both the strategic, financial and operational levels.
MCH Group continues to adhere to its objective of ensuring operational excellence in all respects in order to achieve maximum security and satisfaction for its customers in particular. With the ongoing implementation of its corporate strategy, MCH Group is gearing itself to the ever more rapidly changing market 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
The Corporate Compliance function supports the management and the company in ensuring compliance with regulations and guidelines. In implementing the compliance framework, the regulations and guidelines are updated and trained in a targeted manner.
In the 2022 reporting year, the Code of Conduct introduced in 2018 was again trained throughout the company. In the current year, its application will be continuously extended to partners and suppliers. It is planned to introduce an independent reporting office in the current year for reporting violations of the applicable regulations and guidelines.
The task of the Internal Auditor is to provide independent and objective auditing services to ensure that MCH Group complies with the applicable laws and internal guidelines and procedures. In the 2022 reporting year, internal audits were carried out in the areas of “Facility & Asset Management / Safety & Health” and “General Compliance” at two subsidiaries outside Switzerland. In the current year, further audit procedures will be planned and carried out in consultation with the Audit Committee.
The findings and recommendations of the Internal Auditor are recorded in a detailed report for the attention of the Audit Committee and the Board of Directors. The implementation of necessary measures is systematically monitored.
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 announcements”
– Link: https://www.mch-group.com/en/investors/ad-hoc-announcements/
- Media releases under “News”
– Link: https://www.mch-group.com/en/news/
- Annual reports and half-year reports under “Investors” | “Reports”
– Link: https://www.mch-group.com/en/investors/reports/
- Agenda and contact under “Investors” | “Agenda & Contact”
– Link: https://www.mch-group.com/en/investors/agenda-contact/
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 business year 2022, blackout periods for members of the Board of Directors and the Executive Board as well as for other insiders applied from 15.01.2022 to 29.03.2022 (year-end closing 2021) and from 10.06.2022 to 29.09.2022 (capital increase). The usual blackout period in the context of the half-year closing was overlapped in time by the extraordinary blackout period in connection with the capital increase.