Board of Directors

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

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 and a member of the Board of Directors of MultiChoice Group. 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 AVAG. 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: Rapperswil-Jona (Switzerland)
  • Date of birth: 12.01.1963
  • Nationality: CH
  • BD member since 2019
  • Elected annually by the AGM
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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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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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Raphael Wyniger

Raphael Wyniger is the managing owner of the Wyniger Group, which he founded and built up in 2009. The group emerged from the hospitality and culture house Der Teufelhof Basel and is active in the fields of gastronomy, hotels, catering & events, production and trade as well as services. The group employs around 600 people and its business focus is in the Basel region. Raphael Wyniger is a qualified hotelier and holds an MAS in Marketing from the University of Basel. In his previous position, he was Deputy Director of Basel Tourism, where he was also Head of Tourism and a member of the Host City Basel project management team for the UEFA EURO 2008tm in Switzerland and Austria. In addition to his current position, he is also a member of the Board of Directors of the KKL-Lucerne.

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  • Place of residence: Muttenz (Switzerland)
  • Date of birth: 20.07.1975
  • Nationality: CH 
  • BD member since 2023 (04.05.)
  • Delegate of the Canton of Basel-Stadt
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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