Organization & Management

Under the terms of § 22 of the Articles of Association of 04.05.2023, the Board of Directors comprises a maximum of nine members. The Government Council of the Canton of Basel-Stadt appoints two members, one member is appointed jointly by the Government Council of the Canton of Zurich and the City Council of the City of Zurich. The remaining members are elected by the Annual General Meeting, whereby Lupa Systems has the right to nominate three members.

At the Annual General Meeting on 04.05.2023, the Canton and the City of Zurich waived their right to appoint a member of the Board of Directors for the following term of office. At the same time, Lupa Systems limited itself to nominating two members and refrained from proposing a third nomination. A corresponding amendment to the Articles of Association will be proposed to the Annual General Meeting on 21.05.2024.

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.

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 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.

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:

In addition to the statutory provisions and the Statutes of MCH Group Ltd., the Board of Directors approved and implemented revised and extended Organization Regulations in the business year 2023.

The Articles of Association (in German and English) and the Organization Regulations (in English) are avialable on the MCH Group website under “Investors” | “Governance”.
Link: https://www.mch-group.com/en/investors/governance/

MCH Group has a Group Risk and Compliance function. The Risk Management team acts as an internal advisory office on behalf of the Audit Committee and the Executive Board, supporting the group in risk management and in the implementation of the internal control system (ICS).

MCH Group's ICS comprises control mechanisms in essential and material processes that are prescribed by the Board of Directors and the Executive Board. It ensures the protection of assets, the ensuring of accountability and the maintenance of data integrity by means of timely and correct accounting of all business transactions. The key controls of the essential processes are systematically and comprehensibly reviewed and documented. The ICS constitutes an integral part of risk management and an important element of corporate governance at MCH Group

MCH Group constantly adapts its ICS to the changing business processes in compliance with laws and regulations and in line with efficiency and effectiveness considerations. Any weaknesses identified in the process are rectified with targeted measures. The ICS is monitored by the MCH Group's Audit Committee.

MCH Group's risk management deals with strategic, financial, operational and regulatory risks. In the past business year, the various business risks were identified in group workshops and individual interviews and assessed according to the potential extent of damage and the probability of occurrence. In the subsequent consolidation, the most significant risks for the Group were identified and assessed. Where possible, these are continuously reduced to an acceptable level of risk by means of targeted measures and integrated into the Group strategy and the business units' operations. The risk assessment was reviewed by the Audit Committee and approved by the Board of Directors.

In the reporting year, numerous additional risk assessments were carried out in addition to the regular risk management process, which is repeated at least once a year. The focus here was on risk management in connection with decisions on events and in view of economic and geopolitical developments. The risk management team was proactively involved in situation analyses on an ongoing basis.

MCH Group's management continues to assess geopolitical and economic developments and their impact on the group's business activity as the greatest risks for the group. In this context, MCH Group recognizes the overarching interaction with other identified risks, which may also influence the group's business performance in the near future.

The most significant risks for MCH Group in the four risk categories are described below.

The opportunities identified include the growth of our leading international shows and platforms, the consolidation and expansion of the existing event portfolio in Switzerland and the expansion of the global range of services in the area of experience marketing. The ongoing implementation of the corporate strategy is crucial to counteracting the risks arising from such developments. By integrating risk management into strategic projects, the Group aims to optimize the sustainability and value of the investments made.

The impact of the war in Ukraine, the tensions between the major economic blocs and the resulting high inflation will continue to determine MCH Group's business performance in the near future.

The economic situation and the development of the industry in each case have a direct influence on the level of customers' marketing investments and on foreign currency fluctuations. MCH Group is constantly implementing appropriate risk management measures, which affect not only the financial level but also the strategic and operational levels.

MCH Group is continuing to pursue its objective of ensuring operational excellence in all its functions and divisions in order to achieve a maximum promise of quality and the highest possible level of security and satisfaction, especially for its customers. In addition, MCH Group integrates the sustainability aspects relevant to its own value chain into its operational activities.

The increasing regulatory requirements and framework conditions and the international development of MCH Group and its products and services are increasing both the complexity of the issues and the potential risks for MCH Group. Accordingly, MCH Group is constantly adapting its organization and processes so that possible regulatory risks can be identified at an early stage and the necessary measures triggered in good time.

The Compliance Management team of the Group's Risk and Compliance function supports the Executive Board, the functions, the divisions and the legal units in ensuring compliance with laws and internal guidelines by means of a compliance framework that interprets the laws and internal guidelines for the Group and provides employees with targeted training.

Training on MCH's Code of Conduct was continued throughout the group in the business year 2023. An updated version was approved by the Board of Directors and will be rolled out throughout the Group in the current year. Furthermore, the extension of the Code of Conduct for suppliers (Supplier Code of Conduct) will ensure that they undertake to comply with MCH Group standards in a responsible manner.

The task of the Internal Auditors is to provide independent and objective auditing services in order to ensure that MCH Group complies with the applicable laws and internal guidelines and procedures. In the 2023 reporting year, internal audits were carried out in the areas of “Human Resources” and “Cyber Security” at group level in Switzerland and “General Compliance” at a subsidiary outside Switzerland. Further audit procedures will be carried out in the current year in consultation with the Audit Committee.

The findings and recommendations of the Internal Auditors are made available in a detailed report to the Audit Committee and the Board of Directors, as well as to the Executive Board and the management concerned. The implementation of the resulting necessary measures is systematically and regularly 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:

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:

In the business year 2023, blackout periods for members of the Board of Directors and the Executive Board as well as for other insiders applied from 15.01.2023 to 29.03.2023 (year-end closing 2022) and from 15.07.2023 to 29.08.2023 (half-year closing 2023). There were no additional blackout periods in the business year 2023.