Corporate governance
Responsible corporate management is both the basis and the goal of corporate governance. At Helsana, it is the fundamental principle of an open and transparent corporate management and organization.
Sustainable and trustworthy corporate management
Helsana follows the recommendations of the Swiss Code of Best Practice for Corporate Governance with regard to transparency and responsibilities. The Board of Directors has defined the ethical principles of business activity in our Code of Conduct, to which all Helsana employees are bound. This contains the shared core values and principles for our day-to-day work and promotes a common understanding of what constitutes honest and ethical business practice.
Group structure and shareholder base
The shareholders of Helsana Ltd are Fondation Sana and Verein Artisana. Fondation Sana holds 79 per cent of the CHF 70 million share capital. Its Board comprises 21 members and a committee of seven members. Verein Artisana holds 21 per cent of the share capital and is managed by a Board of five members.
There are no listed companies in Helsana’s scope of consolidation, and no cross-shareholdings in which the capital or voting rights of each party exceeds a threshold of five percent.
On October 1, 2022, Helsana acquired the remaining shares in Aviga AG, a holding company held jointly by the Helsana Group and Swiss Life Group, to hold 100 percent. Aviga AG will be integrated into Health & Medical Service AG (HMS AG), which is wholly owned by Helsana, with the merger completed during 2023.
Capital structure
Helsana Ltd’s share capital of CHF 70 million is divided into 70,000 fully paid-up registered shares with a par value of CHF 1,000 each. Each share entitles the holder to one vote at the Annual General Meeting. Registered shares may only be transferred with the approval of the Board of Directors. The share capital has not changed in the past three reporting years. There are no rules restricting nominee entries.
There are no preferred or voting shares and no outstanding participation certificates. There is also no conditional or authorized capital and no profit participation certificates. Helsana has issued no convertible bonds or options, and no such instruments are outstanding.
Board of Directors
The Board of Directors is responsible for the strategic management of the Helsana Group. At the Annual General Meeting (AGM) of the Helsana Group on May 20, 2022, the shareholders elected Dr Nina Arquint, Dr Lorenz Hirt and Prof. Sita Mazumder as new members of the Board of Directors. They succeed Dr Jürg Dommer, Michela Ferrari-Testa, Dr Christiane Roth-Godat and Reto Stump.
The Helsana Group Board of Directors consists of a Chair and – since the 2022 AGM – eight rather than nine members, all of whom are non-executive members of the Board. None of the members sat on the Executive Committee of any Helsana Group company in the past five financial years, nor does any Board member have any business relationships with the Helsana Group or its companies that could influence their activities as members of the Board of Directors.
Members of the Board of Directors are each elected individually by the Annual General Meeting for a term of office of one year. Re-election is possible. The total term of office is capped at 16 years. For more details on the Chair and members of the Board of Directors, please visit www.helsana.ch/bod.
Internal organization
The organizational structure of the Board of Directors and the Executive Committee is governed by the Organizational Regulations. These set out the tasks and responsibilities of the Board of Directors, its committees, the internal auditors and the Executive Committee, as well as reporting requirements.
The Board of Directors is the Helsana Group’s highest management authority. Four standing Board committees support the work of the Board of Directors, including coordinating, commenting on and preparing its resolutions. They may be supplemented by additional specialist committees for special tasks. The Board of Directors meets at least four times a year - or more frequently depending on business developments. It met 9 times in the 2022 financial year.
Four standing committees support the work of the Board of Directors
Composition
Prof. Thomas D. Szucs (Chair)
Dr Lorenz Hirt
Dr Benedikt Koch
Duties and competences
Coordinating and preparing business matters to be submitted to the Board of Directors; prepares proposals for the Board of Directors on the remuneration of Board members; and determines the remuneration to be paid to the Executive Committee in accordance with the Board of Directors’ guidelines.
(8 sessions in 2022)
Composition
Joachim Masur (Chair)
Dr Nina Arquint
Reto Egloff
Dr Lorenz Hirt
Duties and competences
Preliminary evaluation and opinion to the Board of Directors on accounting and, auditing; reporting to the Board on the audit mandate, reporting (including management letter) and determining the external audit fees; election of the Head of Internal Audit; coordinating the internal and external audit plans; approving internal audit reports and reporting them to the Board of Directors, as well as of the actuary, external group companies and the situation with regard to risk management and the internal control system (ICS).
(4 sessions in 2022)
Composition
Prof. Thomas D. Szucs (Chair)
Yves Cuendet
Prof. Michèle Sutter-Rüdisser
Duties and competences
Preliminary assessments and preparing position papers for the Board of Directors on the reporting of non-current assets in the quarterly and annual reports, the value at-risk, the investment strategy and investment transactions that fall within the remit of the Board of Directors, and on the annual review of investment regulations.
(15 sessions in 2022)
Composition
Prof. Sita Mazumder (Chair)
Dr Benedikt Koch
Prof. Thomas D. Szucs
Duties and competences
Demanding and promoting digital maturity and ensuring the sustainable development of the Helsana Group with regard to digitalization. The Digitalization Committee is involved in formulating and further developing the digitalization strategy for the Board of Directors.
(5 sessions in 2022)
Internal audit
Internal Audit supports the Board of Directors in performing its work, and provides independent audit services with the aim of improving risk management, the internal control system (ICS) and business processes. It coordinates its work with the external auditors as well as with internal assurance functions. Internal Audit applies a risk-based approach to its work. Internal Audit reports to the Chair of the Audit and Risk Management Committee, and reports to the Board of Directors on a quarterly basis.
Further topics
The Helsana Group’s Executive Committee is responsible for operational management and consists of five members. Roman Sonderegger, CEO, has executive operating responsibility. Hans-Peter Keller, Head of IT, left Helsana at the end of October 2022. Patrick Koch has been the acting head of IT since November 1, 2022.
Further information on the CEO and the members of the Executive Committee can be found at: www.helsana.ch/ec.
The Board of Directors determines the compensation of its members at the request of the Executive & Remuneration Committee. This committee determines the remuneration of members of the Executive Committee in accordance with the Board of Directors’ guidelines. Total Executive Committee remuneration consists of a fixed annual salary, a variable component, and employer contributions to social security and the pension fund. The variable component depends on the achievement of targets.
Remuneration of serving members of Group bodies
The Helsana Group reports the highest remuneration paid to an individual member of each of the Board of Directors and the Executive Committee separately. The following remuneration was paid in 2022 to acting members of the Board of Directors and the Executive Committee.
The total remuneration of the Board of Directors amounted to CHF 1,142,920. This includes all remuneration for serving on the Board of Directors and the four standing Board committees. The Chair of the Board of Directors was remunerated CHF 289,930. This included the fee for his work as Chair as well as expenses for chairing Board committees and participating in other committees and associations.
The total remuneration of the six members of the Executive Committee consisted of cash payments of CHF 2,466,700, pension contributions of CHF 449,600, and other compensation of CHF 97,400. The CEO received a remuneration in the form of cash payments of CHF 631,950, pension contributions of CHF 102,730, and other compensation of CHF 16,200. The cash payments include the basic salary and all variable components.
Executive Committee members must pay to the company all royalties, fees and other remuneration accruing to them from mandates performed on behalf of the Helsana Group. No additional fees or remuneration requiring disclosure were paid to members of the Board of Directors or the Executive Committee.
Each share entitles the holder to one vote at the Annual General Meeting. There are no preferred shares or voting shares. Shareholders may be represented at the Annual General Meeting by a written proxy. The proxy does not have to be a shareholder. There are no statutory rules regarding the restriction on voting rights and participation in the Annual General Meeting. Resolutions are passed by an absolute majority of votes represented, unless required otherwise by an imperative provision of the law. There is no statutory quorum.
The Annual General Meeting is held annually within six months of the end of the financial year. It is convened by the Board of Directors, the liquidators or the auditors. The Board of Directors shall also convene a General Meeting if this is requested in writing by shareholders representing at least ten per cent of the share capital and indicating the agenda items and motions. The Annual General Meeting is called at least 20 days before the date of the meeting. The invitation must contain the items on the agenda and the motions of the Board of Directors and, if applicable, of the shareholders.
Helsana Ltd maintains a share register for the registered shares in which the owners and usufructuaries are entered with their names and addresses.
As Helsana Ltd is not listed on the stock exchange, the company is not obliged to make any public purchase offer. There are no change of control clauses in any agreements and plans that favor members of the Board of Directors and/or the Executive Committee or other managerial employees of Helsana.
According to the Articles of Association, the external auditor is appointed for one year at a time. The term of office of the lead auditor is limited to a maximum of seven years. The mandate covers the substantial majority of companies held directly or indirectly within Helsana’s scope of consolidation.
Ernst & Young AG, Zurich, has been the external auditor of the Helsana Group since 2006. Rolf Bächler has been the auditor in charge since 2017. Audit fees amounted to CHF 731,848 in 2022. No additional fees were incurred for management consulting in the year under review.
Helsana has an effective, systematic and company-wide risk management system and internal control system (ICS). These are based on the so-called the so-called three lines of defense and are an integral com-ponent of corporate management, helping to achieve corporate goals and ensure the continued existence and success of the Helsana Group. They are based on the provisions of the Swiss Code of Obligations and the Insurance Supervision Law (“Versicherungsaufsichtsgesetz,VAG”).
The Executive Committee and Board of Directors regularly receives reports on material risks and controls, their development, and the measures taken to limit and control them.
The Helsana Group’s policy is to provide shareholders, employees and customers with transparent and comprehensive information on a regular basis. Information on topics such as the Group’s corporate strategy, legal structure, corporate governance, media releases, annual re-ports and others addressed to specific target groups can be found under “Helsana Group”.
The Group's business results are published once a year. The press releases can be viewed on the company's website. The annual report is available in German, French, Italian and English. It is published on the company's website on the date the annual results are released.
The Annual General Meeting is held annually within six months following of the end of the financial year. Extraordinary General Meetings are convened as required. In addition, an information event for shareholders is generally held each September at Helsana's headquarters.
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