Board of Directors
Based on the Swiss Code of Best Practice for Corporate Governance from Economiesuisse all Members of the Board of Directors are non-executive. Six Members of the Board of Directors are independent and one Member of the Board of Directors was a Member of the Executive Committee less than three years ago. After the 2022 Annual Shareholders’ Meeting, all members will be independent. Moreover, the Chairman of the Board of Directors does not simultaneously act as the CEO. The Board of Directors assigns the preparation of businesses to the following three committees:
- Audit Committee
- Compensation Committee
- Nomination and Sustainability Committee
At the end of 2021, the Board of Directors was composed of seven Members, with diversity of background, experience, nationalities, skills, and knowledge. Two of the seven (29%) Members of the Board of Directors are female. The three committees each consist of three Members, with every Member belonging to at least one committee. More information on the Members of the Board of Directors’ backgrounds can be found in the chapter Members of the Board of Directors.
The Board of Directors appoints the persons entrusted with the management. The CEO, supported by the other Members of the Executive Committee, bears responsibility for the management of the GF Corporation, where this is not delegated to the divisions or the Corporate Staff Units. The Presidents of the divisions, supported by the Heads of the Business Units and Service Centers, bear responsibility for the management of the divisions. The Corporate Staff Units support the Board of Directors and the Executive Committee in their management and supervisory functions.
Compensation, shareholdings, and loans
Information regarding the compensation paid to and shareholdings of the Members of the Board of Directors and Executive Committee, as well as loans granted to those individuals can be found in the Compensation Report and in note 4 Additional information of the financial statements of Georg Fischer Ltd.
Corporate structure and affiliated companies
The parent company of all GF Corporate Companies is Georg Fischer Ltd. It is incorporated under Swiss law and domiciled in Schaffhausen (Switzerland). Georg Fischer Ltd is listed on the SIX Swiss Exchange (FI-N; security number 175230). Its share capital is CHF 4’100’898, and its market capitalization was CHF 5’680 million as of 31 December 2021 (previous year: CHF 4’675 million).
The GF Corporation has three operational divisions: GF Piping Systems, GF Casting Solutions, and GF Machining Solutions, plus the Corporate Staff Units Finance & Controlling and Corporate Development. The GF organization structure is displayed in the chapter Organization of GF in the Business Report.
An overview of all affiliated companies in the scope of consolidation can be found in the notes to the consolidated financial statements in note 4.2 Affiliated companies. The list contains the company name, domicile, share capital, and percentage held by GF.
GF is a member of various Swiss and international business associations. In the year under review, membership fees of CHF 0.16 million were paid, as well as a contribution to a political party in the range of less than ten thousand Swiss francs.