Annual report 2020

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. No replacements occurred on the Board of Directors during the reporting year. No member 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 maintains significant business relationships with the Implenia Group. The members are therefore independent. The Board of Directors is composed of the following members as of 31 December 2020.

Name

 

Nationality

 

Position

 

In office since1

Hans Ulrich Meister

 

Switzerland

 

Chairman

 

2016

Henner Mahlstedt

 

Germany

 

Vice-Chairman2

 

2015

Kyrre Olaf Johansen3

 

Norway

 

Member

 

2016

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

2 Since 24.3.2020

3 Vice-Chairman until 24.3.2020

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 on the right illustrate the diversity of the Board of Directors.

Education, activities and vested interests

The overview on the following pages 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 and any further significant activities and permanent positions in significant interest groups.

Composition of the Board of Directors

by gender (number)

 

Composition of the Board of Directors

by nationality (number)

 

Composition of the Board of Directors

Number of members by background, experience, expertise

 

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 listed companies), which are to be registered in the Swiss Commercial Register or a similar foreign register. If mandates are held in different legal entities of one and the same group or are held on behalf of a group or a legal entity, then these will be counted in their entirety as one 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.

https://www.implenia.com/goto/corporategovernance/2020/en/Articles-of-Association.pdf​​​​​​​

Election and term of office

The members of the Board of Directors shall have a 1-year term of office, commencing with the election and ending after the close of the next annual General Meeting, without prejudice to the right of prior resignation or prior removal from office (AoA Art.18 (3)). The members of the Board of Directors may be re-elected at any time (AoA Art.18  (4)) providing they are not yet 70 years old. Retirement shall commence at the end of the annual General Meeting following the member’s 70th birthday (AoA Art.18  (5)). As required by the Swiss Ordinance against Excessive Compensation at Stock Exchange Listed Companies (“OaEC”), the Board of Directors members and chair and the Nomination and Compensation Committee members shall be elected individually by the General Meeting (AoA Art. 9 (b) and18 (2)). Likewise as required by the OaEC, the independent proxy is elected by the General Meeting (AoA Art. 9 (b)). Moreover, the Board of Directors generally chooses its own members and, in particular, appoints its Vice-Chairperson and secretary of the Board of Directors.

If the office of the Chairperson of the Board of Directors becomes vacant or 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).

Board of Directors

Hans Ulrich Meister

Member1 and Chairman of the Board of Directors

Born 1959
Swiss citizen

Non executive/independent

Education

Advanced Management Program, Harvard Business School

Advanced Management Program, Wharton School

Business degree, Zurich University of Applied Sciences

Professional experience

2008 – 2015 Member of management of Credit Suisse Group AG and Credit Suisse AG

2012 – 2015 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 – 2015 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

Ina Invest Holding Ltd (Member of the Board of Directors and Chairman of the Audit Committee) - listed

Alpiq Holding AG (Member of the Board of Directors and Chairman of the Audit and Risk Committee)

1 Since March 2016

Henner Mahlstedt

Member2 and Vice-Chairman of the Board of Directors and member of the Audit Committee

Born 1953
German citizen

Non executive/independent

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

2 Since March 2015

Martin Fischer

Member3 of the Board of Directors and member of the Nomination and Compensation Committee

Born 1960
Swiss and American citizen

Non executive/independent

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 Engineeringat 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 at colleges and universities 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

Kyrre Olaf Johansen

Member1 of the Board of Directors and member of the Audit Committee

Born 1962
Norwegian citizen

Non executive/independent

Education

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 AS

2003 — 2008 CEO of Mesta AS

2000 — 2003 CEO of the Road Construction Division of NCC Industry

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

1 Since March 2016

Barbara Lambert

Member2 of the Board of Directors and Chairmanof the Audit Committee

Born 1962
Swiss and Germancitizen

Non-executive / independent

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 SA

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 SA (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

2 Since March 2019

Ines Pöschel

Member3 of the Board of Directors and Chairman of the Nomination and Compensation Committee

Born 1968
Swiss citizen

Non executive/independent

Education

Attorney-at-law

Lic. iur., University of Zurich

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-Chairperson of the Lotti Latrous Foundation

Member of the Swiss Expert Commission for the Commercial Register

Co-Chairperson of the Smiling Gecko Association

3 Since March 2016

Laurent Vulliet

Member1 of the Board of Directors and member of the Nomination and Compensation Committee

Born 1958
Swiss citizen

Non executive/independent

Education

Advanced Management Program INSEAD, Fontainebleau

Dr. sc. tech. EPF Lausanne

Diploma in Civil Engineering, ETH Zurich

Professional experience

Since 1994 Full 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 Faculty of Architecture, Civil and Environmental Engineering at EPFL

1989 – 1993 Senior Engineer at De Cérenville Géotechnique SA

1986 – 1989 Lecturer for Soil Mechanics at the University of Arizona

Additional functions and offices

President of the Association of the Northern District of EPFL

Member of the Swiss Federal Geological Commission

1 Since March 2016

The entire Corporate Governance Report can be found in the Annual Report.

PDF Annual Report 2020