Leadership and governance

The Board of Directors and the Executive Committee are the highest management bodies within Georg Fischer Ltd. The Board of Directors is, among other things, responsible for the overall supervision of the Executive Committee, defining the company’s strategic direction, and setting financial and accounting policies. The Executive Committee addresses all issues of relevance to the company, takes decisions within its remit and submits proposals to the Board of Directors.

The Chief Executive Officer and the Heads of Corporate Development and Corporate Finance & Controlling make up the Group staff units. These units assist the Board of Directors in the execution of its duties.

Good Corporate Governance is a fundamental and essential prerequisite for the success of a company. At GF, the implementation and ongoing improvement of the generally  accepted principles of Corporate Governance ensure the necessary transparency to enable investors to judge the quality of the Corporation. Corporate Governance provides information on structures and processes, areas of responsibility and decision-making procedures, control mechanisms, as well as the rights and obligations of the various stakeholders.

The Audit Committee supports the Board of Directors in monitoring accounting and financial reporting, supervises the internal and external audit function, assesses the efficiency of the internal control system including risk management and compliance with legal and statutory provisions, and issues its opinions on transactions concerning equity and liabilities at Georg Fischer AG. It also focuses on ensuring IT and cyber security, and assessing due diligence processes in M&A transactions. The Audit Committee also decides whether the GF Annual Reports, comprising the consolidated financial statements of Georg Fischer AG (GF) and its GF Group Companies (collectively referred to as the GF Group), can be recommended to the Board of Directors for presentation to the Annual Shareholders’ Meeting.

The Compensation Committee supports the Board of Directors in setting compensation policy at the highest corporate level. It draws on the knowledge of internal and external compensation specialists about market data from comparable companies in Switzerland, in addition to publicly available data obtained on the basis of compensation disclosures. Furthermore, based on internal and external sources, common market practices and stakeholder expectations are continuously evaluated by the Compensation Committee. The Compensation Committee proposes to the Board of Directors the total amount of compensation to be paid to the entire Executive Committee and the CEO.

The focus in the area of nominations is on supporting the Board of Directors with succession planning and the selection of suitable candidates for the Board of Directors and the Executive Committee. The CEO and Head of Corporate HR inform the Nomination and Sustainability Committee annually about succession planning at the Senior Management level, the talent pipeline within Senior Management and the diversity situation. For specific recruitments at the Board of Directors and Executive Committee level, headhunters are engaged.

The committee’s focus in the area of sustainability is on advising the Board of Directors on the sustainability strategy, targets, initiatives and legislation relating to ESG, and includes the review of the annual Sustainability Statement and supporting management in responding to stakeholders.