Board of Directors

The members of the Board of Directors of MCH Group Ltd. (31.12.2023)

Committees of the Board of Directors

Governance, Nomination and Compensation Committee (GNCC)

  • Marco Gadola, Chair
  • Jeffrey Palker
  • Raphael Wyniger
  • Andrea Zappia

Audit Committee (AC)

  • Dr. Dagmar Maria Kamber Borens, Chairwoman
  • Markus Breitenmoser
  • Jeffrey Palker

Meetings of the Board of Directors and the committees

In the business year 2023, the meetings of the Board of Directors took place in various forms – physical, hybrid or virtual. The physical meetings were generally held on the premises of Messe Basel in Basel, three meetings were held in Rüschlikon, Effretikon and Paris.

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Board of Directors

  • Number of meetings: 9
  • Meeting calendar: February, March, May, June, August, September, October, November, December
  • Total meeting duration: 29 hours
  • Attendance of members: 94 %

Governance, Nomination and Compensation Committee (GNCC)

  • Number of meetings: 7
  • Meeting calendar: January, March, May, June, August, October, November
  • Total meeting duration: 10 hours
  • Attendance of members: 93 %

Audit Committee (AC)

  • Number of meetings: 6
  • Meeting calendar: March, June, August, November (2), December
  • Total meeting duration: 15 hours
  • Attendance of members: 95 %

Main areas of activity in 2023

In the 2023 reporting year, the Board of Directors dealt with the following key topics, among others – in brackets: preliminary discussions in the GNCC (1) and/or the AC (2):

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  • Year-end closing 2022, half-year closing 2023 (2)
  • Quarterly financial reports / forecasts (2)
  • Mid-term plan 2024–2028 (2)
  • Budget 2024 (2)
  • Coraporate strategy
  • Organzation Regulations (1 / 2) 
  • Code of Conduct (1)
  • Risk management & compliance (2)
  • Internal Audits (2)
  • Remuneration Board of Directors amd Executive Board (1)
  • Variable remuneration management and personnel (1)
  • Business Report 2023 (1 / 2)
  • Preparation / execution of Annual General Meeting (1)

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 within the sense 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 companies with an economic purpose: 15 minus the activities pursuant to litera a);
  • in the case of charitable legal entities without an economic purpose, the cumulative number of activities per member is: 10.

Shares held by members of the Board of Directors

 

Number of shares CHF 1.00 and percentage of voting rights 31.12.2023

Number of shares CHF 1.00 and percentage of voting rights 31.12.2022

 

 

 

 

 

Andrea Zappia, Chairman 1)

130 000

0.42%

86 409

0.28%

Marco Gadola, Vice Chairman

39 807

0.13%

35 000

0.11%

Christoph Brutschin 5)

0

0.00%

Markus Breitenmoser 2)

26 657

0.09%

26 657

0.09%

Dr. Balz Hösly 5)

0

0.00%

Dr. Dagmar Maria Kamber Borens

3 205

0.01%

0

0.00%

Eleni Lionaki 5)

0

0.00%

James R. Murdoch 3)

0

0.00%

0

0.00%

Jeffrey Palker 3)

0

0.00%

0

0.00%

Raphael Wyniger 6)

3 205

0.01%

Total

202 874

0.65%

148 066

0.48%

 

 

 

 

 

Shares held by related parties

 

 

 

 

of James R. Murdoch 1)

11 963 130

38.52%

11 963 130

38.52%

1) Allocation of 9,614 shares as remuneration portion 2023 with value date after 31.12.2023.

2) Allocation of 3,205 shares as remuneration portion 2023 with value date after 31.12.2023.

3) Allocation of 3,205 shares as remuneration portion 2023 with value date after 31.12.2023, held by Lupa Investment Holdings LP

4) Lupa Investment Holdings LP; allocation of 6,410 shares as remuneration portion 2023 of J. Murdoch and J. Palker with value date after 31.12.2023.

5) Member of the BoD until 04.05.2023.

6) Member of the BoD since 04.05.2023.

Changes in the composition of the Board of Directors

At the Annual General Meeting on 04.05.2023, Christoph Brutschin, Dr. Balz Hösly and Eleni Lionaki stepped down as a member of the Board of Directors. 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. 

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At the time of the Annual General Meeting on 04.05.2023, the Board of Directors was reduced from nine to seven members. For this reasons, the Canton and the City of Zurich waived the appointment of a delegate. In addition, Lupa Systems limited itself to the nomination of two members waived a third election proposal. 

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Board of Directors' Office

  • Christian Jecker, Secretary of the Board of Directors