Corporate Governance

Introduction by the Chairman of the Board of Directors

Dear shareholders,

The Board of Directors and the Executive Committee of GF attach great importance to good Corporate Governance in the interest of shareholders and all other stakeholders. In the year under review, we held many fruitful discussions and deepened our understanding of our shareholders’ expectations. In 2019 the focus of these meetings was on Environmental, Social and Governance (ESG) as well as on strategy. You can review the results of these exchanges in our report and in the comments below.

Trust-based collaboration

GF has a strong and independent, non-executive Board of Directors. A transparent and trust-based collaboration between the Board of Directors, Chairman, CEO and Executive Committee is a prerequisite for the success of a company. This is nurtured and put into practice in exemplary fashion at GF with mutual respect as well as regular and open information of the Board of Directors by the Executive Committee. Joint visits to companies and markets allow us to understand the needs of our customers but also to increase the mutual understanding.

Business conduct and corporate culture

As an international industrial company, GF is at home in a variety of activities and countries. Wherever we operate, we fully comply with all applicable laws and regulations. We firmly believe that sustainable and long-term success is always based on excellent Corporate Governance practices and ethically impeccable conduct.

GF’s business conduct and corporate strategy are based on the foundation and the implementation of our five GF values. They shape and embody the philosophy and spirit of GF in its daily work for the benefit of our key stakeholders and the whole company. The values are translated into a set of standards for ethical conduct and integrity, which define GF’s corporate culture and are summarized in the Code of Conduct. This document is published in 18 languages and is binding for all employees of all three divisions and at all locations. For the daily operations in the GF entities, it is complemented by internal policies and regulations implemented at the Corporate and local levels.

Changes to the Board of Directors and the Executive Committee

Early 2020, the Board of Directors of GF has finalized several aspects of its long-term personnel planning which includes a rejuvenation of both the Board of Directors and Executive Committee. Andreas Koopmann, Chairman of the Board of Directors of Georg Fischer Ltd., will not stand for re-election at the next Annual Shareholders’ Meeting and Roman Boutellier will step down as Member of the Board of Directors on reaching the age-restriction defined in the GF organization and business rules. The Board of Directors will propose Yves Serra for election as new Chairman and Peter Hackel as new Member of the Board of Directors. In addition, the Board of Directors appointed Ivan Filisetti as new President of GF Machining Solutions and Member of the Executive Committee of GF effective 1 July 2020. He will succeed Pascal Boillat, who will reach the retirement age in September.

Hubert Achermann, Member of the Board of Directors since 2014 and currently Chairman of the Audit Committee, will be, subject to re-election at the Annual Shareholders’ Meeting, nominated as Vice Chairman and Independent Lead Director. As such, with his experience and seniority, Hubert Achermann, together with the other independent Members of the Board of Directors, will ensure efficient control and supervision in compliance with best Corporate Governance practices due to the fact, that Yves Serra served as CEO and Member of the Executive Committee of GF until 2019. 

We are very pleased about these long-planned succession solutions at the helm of GF. With his in-depth knowledge, Yves Serra will contribute to secure continuity on GF’s strategic orientation and successful growth path. By creating a strong position of Independent Lead Director (www.georgfischer.com/en/investors/corporate-governance.html) with Hubert Achermann, we will ensure strict compliance with broadly accepted Corporate Governance guidelines. With these changes, GF is strategically well positioned to meet the upcoming future challenges. 

We propose Zhiqiang Zhang (Member of the Board of Directors since 2005) for re-election, although he already serves 14 years. Zhiqiang Zhang is a Chinese citizen and has held key positions in leading European corporations in China for many years. As GF generates more than 20% of the Corporation’s revenue in China, his expertise in China and in-depth knowledge of European culture and its economy are extremely valuable. Therefore, the Board of Directors is proposing his re-election.

At the end of 2019, one third of the Board of Directors has been on the Board for less than five years and two of the nine Members are female. This means that we have a well balanced ratio of continuity and newer input, and benefit from the widely spread experience and in-depth knowledge of all Members of the Board of Directors.

Focus on strategy implementation

In the last year of its strategy cycle 2016-2020, GF will continue to focus on the implementation of its strategic thrusts and the acceleration of the strategic transformation in all divisions, especially at GF Casting Solutions. The structural shift within the automotive industry from traditional powertrain systems to hybrid and e-mobility concepts, shows that the focus on lightweight structural components and parts for the energy and aerospace sector were the right moves. GF Piping Systems will continue to shift its portfolio to higher value business. The broad global customer base and the focus on sustainable solutions resulted in a strong performance despite difficult market conditions. The focus on sustainable innovations and solutions for the safe transport of liquids and gases will remain the key focus of the division. GF Machining Solutions’ passion for customer-centric innovations, especially for innovative, digitalized solutions, remains the key driver for growth and profitability. 

Engagement with shareholders

GF puts high attention to a positive and trustful collaboration with our shareholders. For the Board of Directors, the high level of approval of all agenda items at the 2019 Annual Shareholders’  Meeting was a great satisfaction. However, we are not resting on our laurels. In the year under review, we once again attached great importance to good and trusting cooperation with our shareholders, and visited many shareholders as well as proxy advisors to explain our positions and to receive their expectations. We very much appreciate this close and open dialogue.

2019 was a significant and successful year, but there is still a great deal to do. The fast changing economic conditions and high uncertainties require a high level of commitment and flexibility from everyone. We are very confident that GF will continue to make significant further progress with your continued support.

Andreas Koopmann

Chairman of the Board of Directors

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