Board of Directors
The members of the Board of Directors are elected individually by the Annual Shareholders' Meeting for a term of one year until the conclusion of the next ordinary Annual Shareholders' Meeting. Based on the Swiss Code of Best Practice for Corporate Governance from Economiesuisse, all members of the Board of Directors are non-executive and 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 standing committees:
- Audit Committee
- Compensation Committee
- Nomination and Sustainability Committee
At the end of 2022, the Board of Directors was composed of eight members, with diversity of background, experience, nationalities, skills, and knowledge. Three of the eight (38%) members of the Board of Directors are female. The three committees each consist of three members, with every members of the Board of Directors belonging to at least one committee. 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 supervisory and management 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 (GF; security number: 116 915 100). Its share capital is CHF 4’100’898, and its market capitalization was CHF 4’642 million as of 31 December 2022 (previous year: CHF 5’680 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 Corporate companies. The list contains the company name, domicile, share capital, and percentage held by GF.
As a leading Swiss industrial company, GF is actively involved in important industrial associations in Switzerland. The CEO of GF is a member of the Council of the Board of Swissmem, the leading association for SMEs and large companies in the Swiss technology industry. GF managers are also actively involved in working groups and training courses. Swissmem is one of the contracting parties to the collective labor agreement for all employees in industry, a cornerstone of the social partnership with the trade unions that has existed in Switzerland for over 70 years.
GF is also committed to SwissHoldings, the association of multinational companies based in Switzerland. At SwissHoldings, GF actively participates in expert groups. At the local level, the GF Corporation is a founding member of IVS, the Schaffhausen Chamber of Commerce and Industry. GF's CFO is a member of the IVS's Board of Directors and GF managers actively participate in various working groups. These associations are important contacts for the authorities and represent the interests of their members in public issues and matters to be voted on.
GF also holds significant roles in the "Vereinigung Schweizerischer Unternehmen" in Germany, the "Schweizerische Management Gesellschaft", the local association ITS Industrie- und Technozentrum Schaffhausen in Switzerland and the "Komittee Weltoffene Zürich", where company’s representatives serve in different functions on board level.
In the year under review, membership fees of CHF 0.15 million were paid, and no contributions were made to any political parties or to individual politicians.