Board of Directors
Members of the Board of Directors
The Board of Directors, which should have at least five members according to the Articles of Association, currently has seven members. In the reporting year, Barbara Lambert was newly elected to the Board of Directors. No member of the Board of Directors performs any operational management duties for Implenia Ltd or for any of its Group companies. Nor has any member of the Board of Directors belonged to the Group Executive Board or Implenia Executive Committee of Implenia Ltd or any of the Group companies thereof during the last three financial years preceding the reporting period. No member of the Board of Directors maintains significant business relations with the Implenia Group. As of 31 December 2019, the Board of Directors was composed of the following members:
Name | Nationality | Position | In office since 1 | |||
Hans Ulrich Meister | Switzerland | Chairman | 2016 | |||
Kyrre Olaf Johansen | Norway | Vice Chairman | 2016 | |||
Henner Mahlstedt | Germany | Member | 2015 | |||
Ines Pöschel | Switzerland | Member | 2016 | |||
Laurent Vulliet | Switzerland | Member | 2016 | |||
Martin Fischer | Switzerland and USA | Member | 2018 | |||
Barbara Lambert | Switzerland and Germany | Member | 2019 | |||
1 Annual General Meeting in the designated year | ||||||
The current composition of the Board of Directors covers a number of areas of competence. The members have many years of professional experience in a variety of industries. The graphs below illustrate the diversity of the Board of Directors.
Composition of the Board of Directors
by gender (number)
Composition of the Board of Directors
by nationality (number)
Composition of the Board of Directors
By background, experience, knowledge, know-how (%)
Education, activities and vested interests
The following summary provides essential information about the education and career path of each member of the Board of Directors. It also discloses the mandates held by each member of the Board of Directors outside the Group as well as any further significant activities and permanent positions in significant interest groups.
Hans Ulrich Meister
Member and Chairman of the Board of Directors1
Born 1959
Swiss citizen
Non-executive
Education
Advanced Management Program, Harvard Business School
Advanced Management Program, Wharton School
Business degree, Zurich University of Applied Sciences
Professional Experience
2008—2016 Member of Executive Board of Credit Suisse
Group AG and Credit Suisse AG
2012—2016 Head of the Private Banking & Wealth Management Division, responsible for the Private Banking business in EMEA and Asia Pacific
2011—2012 CEO of the Private Banking Division
2008—2016 CEO of Credit Suisse Switzerland Region
2005—2007 Head of Private and Corporate Customers Switzerland at UBS
2004—2007 Member of the Managing Board of UBS Group
2003—2004 Head of Large Corporates & Multinationals at UBS
2002 Wealth Management of UBS, New York
Additional memberships on boards of directors
Alpiq Holding AG (Member of the Board of Directors and Chairman of the Audit and Risk Committee)
1 Since March 2016
Kyrre Olaf Johansen
Member and Vice-Chairman of the Board of Directors and Member of the Audit Committee2
Born 1962
Norwegian citizen
Non-executive
Education
Degree as Business Candidate, BI Norwegian Business School
MSc Civil Engineer, NTNU Trondheim
Professional Experience
since 2013 CEO of Norsk Mineral AS
2008—2012 CEO of Entra Eiendom ASA
2003—2008 CEO of Mesta AS
2000—2003 CEO of the Road Construction Division of NCC Industri
1999—2003 Region Head of NCC in Norway
1991—1998 various leadership positions for construction work at ABB Power Generation AG
1986—1991 Engineering consultant
2 Since March 2016
Henner Mahlstedt
Member of the Board of Directors and Chairman of the Audit Committee3
Born 1953
German citizen
Non-executive
Education
Civil engineering, Braunschweig Technical University
Professional Experience
Since 2012 Managing shareholder of Mahlstedt Consultants GbR
2007—2012 Member of the Global Executive Committee of Hochtief AG
2010—2012 Chairman of the Executive Board of Hochtief Solutions AG
2007—2010 Chairman of the Executive Board of Hochtief Construction AG
2005—2007 Member of the Executive Board of Hochtief Construction AG
2003—2005 Division Head for the new German federal states at Hochtief Construction AG
2001—2003 Chairman of the Management of Pegel & Sohn GmbH
1997—2001 Member of the Executive Board of Strabag Hoch- und Ingenieurbau AG
1980—1997 various positions within Strabag Hoch- und Ingenieurbau AG
Additional functions and offices
Lecturer, Westphalian College at Gelsenkirchen
Member of the Advisory Board of Huesker Synthetic GmbH
Member of the Board of Trustees of Diakonie Kaiserswerth
3 Since March 2015
Ines Pöschel
Member of the Board of Directors and Chairman of the Nomination and Compensation Committee1
Born 1968
Swiss citizen
Non-executive
Education
Lic. iur., University of Zurich
Attorney-at-law
Stanford Executive Program (2018)
Professional Experience
Since 2007 Partner at the Kellerhals Carrard law firm
2002—2007 Attorney-at-law at Bär & Karrer
1999—2002 Senior Manager at Andersen Legal
Additional memberships on boards of directors
Alcon AG (member) – listed
Graubündner Kantonalbank (member) – listed
Reichle Holding AG (member)
Wirz Partner Holding AG (member)
Bioengineering Holding AG (member)
Additional functions and offices
Vice-Chairmen of the Lotti Latrous Foundation
Member of the Swiss Expert Commission for the Commercial Register
Co-Chairmen of the Association Smiling Gecko
1 Since March 2016
Laurent Vulliet
Member of the Board of Directors and Chairman of the Nomination and Compensation Committee2
Born 1958
Swiss citizen
Non-executive
Education
Advanced Management Program INSEAD, Fontainebleau
Dr. sc. Tech. EPF Lausanne
Diploma in Civil Engineering, ETH Zurich
Professional Experience
Since 1994 Professor for Soil Mechanics and Risk Management at EPFL
Since 2018 Owner, Prof. Vulliet Consulting
2009—2013 Vice-President of the Swiss Society of Engineers and Architects (SIA)
2006—2013 Member, CEO and partner at BG Ingenieure und Berater AG
2001—2007 Dean of the ENAC Faculty at EPFL
1989—1993 Senior Engineer at Cérenville Géotechnique SA
1986—1989 Lecturer for Solid Mechanics at the University of Arizona
Additional functions and offices
Chairman of "Société du quartier nord del l'EPFL"
Member of the Federal Geological Expert Commission
2 Since March 2016
Martin Fischer
Member of the Board of Directorsand Chairman of the Nomination and Compensation Committee3
Born 1960
Swiss and American citizen
Non-executive
Education
Ph.D. in Civil Engineering, Stanford University
M.S. in Industrial Engineering, Stanford University
Diploma in Civil Engineering, EPF Lausanne
Professional Experience
Since 2006 Professor for Civil and Environmental Engineering at Stanford University
1999—2001 Associate Professor for Civil and Environmental Engineering at Stanford University
1992—1999 Assistant Professor for Civil and Environmental Engineering at Stanford University
1991—1992 Acting Assistant Professor for Civil and Environmental Engineering at Stanford University
1984—1991 Various positions in industry and academy in Switzerland, Germany, the USA, and Japan
Additional memberships on boards of directors
RIB Software SE (member) – listed
sfirion AG (Chairman of the Supervisory Board)
3 Since March 2018
Barbara Lambert
Member of the Board of Directors and Member of the Audit Committee1
Born 1962
Swiss and German citizen
Non-executive
Education
Degree in Economics, University of Geneva
Certified Public Accountant
Banker
Professional Experience
2008—2018 Member of the Management Committee and Group Chief Risk Officer at Banque Pictet & Cie S.A.
2002—2007 Partner at Ernst & Young, Head of Banking and Insurance Auditing
1987—2002 Partner at Arthur Andersen, Switzerland
Additional memberships on boards of directors
Banque Pictet & Cie S.A. (Member)
Deutsche Börse AG (Member of the Supervisory Board, Chairman of the Audit Committee and Member of the Risk Committee) – listed
Additional functions and offices
Member of the Advisory Board of the Geneva School of Economics and Management
1 Since March 2019
Rules of the Articles of Association regarding the number of permissible activities according to Art. 12 1) (1) of the Swiss Ordinance against Excessive Compensation at Stock Exchange Listed Companies (“OaEC”)
According to Art. 22e of the Articles of Association, each Board Member may hold no more than 14 mandates as a director or officer of legal entities outside the Implenia Group (no more than four of which may be held in exchange-listed companies), which are to be registered in the Swiss Commercial Register or a similar foreign register. Mandates held in different legal entities of one and the same corporate group or held on behalf of a corporate group or a legal entity shall count as a single mandate in each case. According to the above-cited provision of the Articles of Association, it is permissible to exceed the foregoing limits for short periods.
The Articles of Association with the exact wording of the above-cited provision can be viewed on Implenia's website.
http://www.implenia.com/goto/corporategovernance/2019/de/Statuten-20180327.pdf
Election and term of office
The members of the Board of Directors shall have a one year term of office, commencing with the election and ending after the close of the next annual General Meeting, without prejudice to prior resignation or prior removal from office (Art. 18 (3) of the Articles of Association). The members of the Board of Directors may be re-elected at any time (Art. 18 (4) of the Articles of Association) subject to an upper age limit of 70 years of age. The retirement occurs at the end of the annual General Meeting following the 70th birthday (Art. 18 (5) of the Articles of Association). In compliance with the Swiss Ordinance against Excessive Compensation at Stock Exchange Listed Companies (“OaEC”), the members and Chairperson of the Board of Directors and the members of the Nomination and Compensation Committee shall be elected individually by the General Meeting (Art. 9 (b) and Art. 18 (2) of the Articles of Association). Likewise in compliance with the OaEC, the independent proxy is elected by the General Meeting (Art. 9 (b) of the Articles of Association). Moreover, the Board of Directors generally chooses its own members and, in particular, appoints its Vice-Chairman and secretary of the Board of Directors.
In case of vacancy of the office of the Chairperson of the Board of Directors or in case the Nomination and Compensation Committee is not completely filled or the Company lacks an independent proxy, the Articles of Association have no rules to eliminate such organisational problems that deviate from OaEC Art. 4 (4), Art. 7 (4) and Art. 8 (6).
