Governance

MCH Group's Board of Directors annually approves the remuneration principles for the employees and determines the remunerations of the members of the Board of Directors and the Executive Board. It submits maximum aggregate remuneration amounts of the members of the Board of Directors and the Executive Board to the Annual General Meeting for approval.

The Board of Directors' resolutions on remunerations are made at the request of the Governance, Nomination and Compensation Committee (GNCC), which performs the duties of a Remuneration Committee and whose members are elected annually by the Annual General Meeting.

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On 04.05.2023, the Annual General Meeting elected the following members of the Board of Directors as members of the GNCC for the term of office until the Annual General Meeting 2024:

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

In the business year 2023, the GNCC treated remuneration topics at seven meetings and conference calls. The Chairman of the GNCC informed the Board of Directors about the work of the GNCC and submitted the GNCC's proposals at the Board meetings following the GNCC meetings. The Board of Directors passed resolutions regarding remuneration at six meetings in the business year 2023.

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The Group CEO and the Group CFO attend the meetings of the GNCC in an advisory capacity. They are not present at the discussions and resolutions concerning their own performance and compensation.

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In the past two years, the GNCC involved PricewaterhouseCoopers AG (PwC) to provide advice on specific remuneration matters.

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Further information on the function of the GNCC may be found in the “Corporate Governance” section of the Annual Report under “Organization & Management” | “Specialist Committees of the Board of Directors”.
Online: Link
Download pdf: Page 43

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Information on the members of the Board of Directors

Shares held by members of the Board of Directors

Information on the number of shares in MCH Group Ltd. held by members of the Board of Directors as per 31.12.2023:

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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.

Activities of the members of the Board of Directors

Activities in other undertakings as per 31.12.2023 pursuant to Art. 734e Code of Obligations:

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Andrea Zappia
  • EssilorLuxottica | Member of the Board of Directors and Chairman of the Nomination and Compensation Committee (NNC)
  • MultiChoice Group | Member of the Board of Directors
  • Sky Showtime | Chairman of the Board of Directors
  • Sky Group | Executive Vice President and Chief Executive Officer New Markets and Business
Marco Gadola
  • DKSH Holding AG | Chairman of the Board of Directors
  • Medartis Holding AG | Chairman of the Board of Directors
  • WS Audiology Ltd | Chairman of the Board of Directors
  • Straumann Group | Member of the Board of Directors,  Chair of the Human Resources & Compensation Committee
  • Bühler Group| Member of the Board of Directors
  • AVAG Anlage und Verwaltungs AG | Member of the Board of Directors
  • Endeavour Vision Ltd | Operating Partner
Markus Breitenmoser
  • Breitenmoser & Partner GmbH | Shareholder and Partner
  • MCBM Beteiligungen AG | Chairman of the Board of Directors
  • Novelteak AG | Chairman of the Board of Directors
Dr. Dagmar Maria Kamber Borens
  • State Street Bank International GmbH | Member of the Executive Management Board
James R. Murdoch
  • LUPA Systems | Founder and Owner
  • Tesla | Member of the Board of Directors
  • Dia Art Foundation | Member of the Board of Directors
Jeffrey Palker
  • Tribeca Enterprises | Member of the Board of Directors
  • AWA Studios | Member of the Board of Directors
Raphael Wyniger
  • Wyniger Management AG / Wyniger Group | Managing Owner
  • KKL Luzern | Member of the Board of Directors

Details of the members of the Board of Directors may be found in the “Corporate Governance” section of the Annual Report under “Board of Directors”.
Online: Link
Download pdf: Page 53

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Information on the members of the Executive Board

Shares held by members of the Executive Board

Information on the number of shares in MCH Group Ltd. held by members of the Executive Board as per 31.12.2023:

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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

 

 

 

 

 

Florian Faber

11 844

0.04%

0

0.00%

Michael Hüsler

26 460

0.09%

20 000

0.06%

Total

38 304

0.12%

20 000

0.06%

Activities of the members of the Executive Board

Activities in other undertakings as per 31.12.2023 pursuant to Art. 734e Code of Obligations:

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Florian Faber
  • None
Michael Hüsler
  • None

Details of the members of the Executive Board may be found in the “Corporate Governance” section of the Annual Report under “Executive Board”.
Online: Link
Download pdf: Page 60

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