The Board of Directors is responsible for the overall management of the Helsana Group. It is supported by three standing committees. The members of the Board of Directors do not perform any operational management tasks within the Helsana Group.
The Board is responsible for the strategic management of the Helsana Group. It is composed of the Chairman and eight members. The Board of Directors consists entirely of non-executive members. Neither the CEO nor any other member of the Executive Board forms part of the Board of Directors. The Board of Directors does not perform any operational management tasks within the companies of the Helsana Group. No member of the Board of Directors has any business relationship with the Helsana Group or its companies that would influence them in their work as a director. Nor do they hold any mandates that could result in a conflict of interest with the Helsana Group. They are elected by the Annual General Meeting for a term of two years. Individual members may be re-elected for a maximum of five terms. If a member leaves during their term of office, their successor will serve the remainder of that term. None of these members simultaneously holds any executive office in a Helsana Group company.
The organisation of the Board of Directors and the Executive Board is stipulated in the organisational regulations. These regulations govern the responsibilities of the Board of Directors, its committees, internal auditing, and management and reporting. Three standing committees support the work of the BoD in coordinating, issuing policy documents and preparing resolutions. They may be supplemented by additional specialised committees for specific tasks. The Board of Directors meets as often as business requires, but at least five times a year (2015: eight sessions).
The legal, non-transferable duties of the Board of Directors include
- the overall management of the company
- the provision of necessary directions
- the determination of the Group's organisation
- the appointment and removal of the persons entrusted with the Group's management and representation
- preparation for the General Assembly
- execution of resolutions made by the General Assembly
No member of the Board of Directors has any business relationship with the Helsana Group that would influence them in their work as a director. Nor do they hold any mandates that could result in a conflict of interest with the Helsana Group.
Three standing committees support the work of the Board of Directors:
Executive and Remuneration Committee
The Executive and Remuneration Committee consists of Prof. Dr. Thomas D. Szucs (Chairman), Michela Ferrari-Testa and Reto Stump. The duties and responsibilities of this committee include the coordination and preparation of business affairs to be submitted to the Board, preparing the directors' remuneration for submission to the Board and specifying the remuneration of the Executive Committee according to the guidelines of the Board.
Audit and Risk Management Committee
This committee is comprised of Dr. Christiane Roth-Godat (Chair), Yves Cuendet and Severin Moser and meets four times a year. The tasks of the Audit and Risk Management Committee include: preliminary evaluation and opinion to the Board on all matters regarding accounting, auditing and reporting to the Board on the terms of reference, reporting including the management letter and determining the fees of the external auditors, election of the Head of Internal Audit, coordinating the audit plans of internal and external auditors, approval of and reporting to the Board on the reports of the internal auditors, the responsible actuary, the external group companies and the situation in risk management and the internal control system (ICS).
The members of this committee are: Prof. Dr. Thomas D. Szucs (Chairman), Daniel Loup and Dr. Jürg Dommer. The duties and responsibilities of the Investment Committee include: preliminary evaluation and opinion to the Board regarding reporting on the assets in the company's quarterly and annual reports, preliminary evaluation and opinion to the Board for value-at-risk figure, investment strategy and investment transactions that fall within the competence of the Board, preliminary evaluation and opinion to the Board regarding the annual review of the investment regulations, annual information session with external investment professionals.
The three standing committees meet as often as business requires (number of meetings in 2015: Executive & Remuneration Committee: 7, Audit & Risk Committee: 4, Investment Committee: 5).
Further information may be found in the Corporate Governance section of the Annual Report.