The Board of Directors is responsible for the overall management of the Helsana Group. It is supported by four 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 General Meeting for a one-year term of office. Re-election is possible. The total term of office is limited to 16 years. None of these members simultaneously perform an executive function at one of the Helsana Group companies.
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. Four 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 (2017: nine sessions).
The legal, non-transferable duties of the Board of Directors include
Four standing committees support the work of the Board of Directors:
The Executive and Remuneration Committee consists of Prof. Dr. Thomas D. Szucs (Chair of the Committee), 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.
This committee is comprised of Dr. Christiane Roth-Godat (Chair of the Committee), Yves Cuendet, Severin Moser and Dr. Benedikt Koch and meets five 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 (Chair of the Committee), 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.
This committee is composed of: Reto Stump (Chair of the Committee), Prof. Dr. med. Thomas D. Szucs and Severin Moser. The Digitisation Committee has the following duties: calling for and promoting digital maturity and ensuring the Helsana Group’s sustainable development where digitisation is concerned. The Digitisation Committee is involved in devising and further developing the digitisation strategy for the attention of the Board of Directors.
The four standing committees meet as often as business requires (number of meetings in 2018: Executive & Remuneration Committee 7, Audit & Risk Management Committee: 6, Investment Committee: 7, Digitalisation Committee: 5).
Further information may be found in the Corporate Governance section of the Annual Report.
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