Members of the Board of Directors
| 1 |
Kurt Rudolf (b)
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Swiss
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born 1942
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Chairman since
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2006
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| | | |
Initial appointment
|
2001
|
| | | |
Term of office until
|
2010
|
 | | | | | |
| 2 |
Paolo Bottini (a)
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Swiss
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born 1965
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Vice President
| |
| | | |
Initial appointment
|
2003
|
| | | |
Term of office until
|
2009
|
| | | | | |
| 3 |
Philippe Dubois (a)
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Swiss
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born 1950
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Member
| |
| | | |
Initial appointment
|
2003
|
| | | |
Term of office until
|
2009
|
| | | | | |
| 4 |
Horst Wildemann (b)
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German
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born 1942
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Member
| |
| | | |
Initial appointment
|
1999
|
| | | |
Term of office until
|
2011
|
| | | | | |
| 5 |
Marco Ghisalberti
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Italian
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born 1961
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Member
| |
| | | |
Initial appointment
|
1997
|
| | | |
Term of office until
|
2009
|
| | | | | |
| 6 |
Ingo Specht
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German
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born 1964
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Member
| |
| | | |
Initial appointment
|
2006
|
| | | |
Term of office until
|
2009
|
| | | | | |
| 7 |
Urs Tanner
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Swiss
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born 1951
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Member
| |
|
(not on picture)
| | |
Initial appointment
|
2008
|
| | | |
Term of office until
|
2011
|
| | | | | |
a Member of the Audit Committee
b Member of the Compensation Committe
|
|
2
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6
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3
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1
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5
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4
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Professional Background, Other Activities and Vested Interests
Kurt Rudolf: Dipl.-Ing. ETH;
Professional background: Managing Director of LGZ Landis & Gyr Zug AG; CEO Portescap Group, La Chaux-de-Fonds.
Currently: Member of the Board of Directors at Zuger Kantonsspital AG, Belimed AG and
the Medela Group, Switzerland (USA Chairman of the Board).
Paolo Bottini: Lic. iur., lawyer and tax specialist (Eidg. Dipl.);
1996-2000 Associate and since 2001 Partner and Director of law firm Bär & Karrer Lugano, based in
Zürich and Lugano, Switzerland; guest lecturer for law and tax issues at Centro di Studi Bancari,
Vezia, Switzerland.
Philippe Dubois: Lic. iur. und lic. oec.; self-employed management and financial consultant.
Professional background: senior positions at JP Morgan (1974-1982), UBS Warburg (1982-1999) and Bank Julius Bär (1999-2001); at UBS Warburg, responsible for IPO of numerous
Swiss companies, incl. Interroll Holding AG.
Horst Wildemann: Dipl.-Ing. Mechanical Engineering and Dipl.-Kfm. Business Administration
at the universities of Aachen and Cologne, Germany;
University Lecturer Dr. Dr. h. c. mult., Professorship in Business Administration - Corporate Management, Logistics and Production at Technische Universität
München. Currently: Member of the Supervisory Board of Zeppelin GmbH, Friedrichshafen, Hamberger Industriewerke GmbH, Rosenheim, and Siepmann Werke GmbH, Warstein; Chairman
of the Supervisory Board of Egon Grosshaus GmbH, Lennestadt and Chairman of the Management Board of TCW GmbH, Munich, Germany.
Marco Ghisalberti: Laurea, Economia e Commercio, Istituto Universitario di Bergamo, Italy, and MBA,
Boston University, Boston, MA/USA.
Professional background: Regional Sales Manager Rulli Rulmeca S.p.A., Italy (1995-1999); senior management positions at Precismeca SA (France) and Precismeca Montan GmbH (Germany)
within the Rulmeca Group (2000-2003). Since 2003: Managing Director of Rulli Rulmeca S.p.A., Member of the Board of Directors of Rulli Rulmeca S.p.A. and Rulmeca S.p.A. Since
2006: Chairman of Rulmeca Service S.r.L.
Ingo Specht: Professional qualifications as Industriekaufmann, Cologne Chamber of Commerce and Industry, Germany. General Manager of Interroll SA since 1997; shareholder
within the founding family.
Urs Tanner: Executive MBA University of St. Gallen, Switzerland; AMP, Harvard, USA.
Professional background: various management positions at Styner + Bienz AG (Adval Tech), Niederwangen, Switzerland (1967-1983); MD of Mikron's tool and plastics division, Biel,
Switzerland (1983-1994); CEO of the Medela Group, Baar, Switzerland (1995-2007).
Currently: Member of the Board of Directors of Medela Group, Zug, and of Plaston AG, Widnau, Switzerland.
Elections and Terms of Office
The Board of Directors is composed of at least six members.
The shareholders Dieter Specht and Bruna Ghisalberti or their direct first-generation descendants are
entitled to nominate two representatives (or one representative per family) for the Board of Directors,
insofar as they hold at least 10% of the share capital. The members of the Board of Directors are
elected individually by the General Meeting of Shareholders for a three-year term of office. Re-election
is permitted. The Chairman is elected by the Board of Directors (Art. 19 & 20 of the Articles of Association.
Internal Organisational Structure
The Board of Directors is responsible for strategic issues and performs high-ranking duties as regards
the management, supervision and control of the executive members of the Interroll Group.
The Board of Directors comprises the Chairman, the Deputy Chairman and the remaining Members.
The Board of Directors is assisted by two permanent committees within the areas of auditing
(Audit Committee) and remuneration policy (Compensation Committee).
The Audit Committee receives the audit reports prepared by the external auditors and Group auditors,
subsequently reporting on them to the Board of Directors. In particular, it satisfies itself that the
Group companies are also audited on a regular basis. At least once a year, the Audit Committee also
commissions a report on audits undertaken and planned as well as on any proposals to improve
the auditing function.
The Audit Committee submits its proposals to the Board of Directors for decision.
The Compensation Committee sets the salary and bonus of the CEO and the Members of Group
Management, as well as the compensation of the Board of Directors. At the beginning of the year,
it defines the targets to be attained for bonus payments to become applicable. In addition,
the Compensation Committee is responsible for establishing the terms of the share ownership
programme.
Both committees meet as necessary, and committee meetings can be convened by any member.
The Board of Directors is deemed quorate if an absolute majority of its members is present in person.
Resolutions are adopted on the basis of an absolute majority of votes present. In the event of an equal
division of votes, the Chairman casts the deciding vote. All resolutions are recorded in the minutes.
The Board of Directors meets as often as business requires, but at least four times per annum.
The meetings are convened by the Chairman of the Board of Directors. Each member of the Board of
Directors may demand that a meeting be convened, specifying the item on the agenda to be discussed.
In the 2007 financial year, the Board of Directors met on five occasions, the Audit Committee twice and
the Compensation Committee once for regular scheduled meetings. The Managing Directors of the
respective business units and Corporate Functions are invited to attend meetings when necessary.
Definition of Areas of Responsibility
Areas of responsibility and control are specified within a set of organisational regulations.
The Board of Directors has exercised its statutory authority to delegate management to third parties
who need not be shareholders (Group Management), reserving those duties which may not be
delegated or withdrawn.
In the provisions of the organisational regulations, the Board of Directors has delegated the management
of ongoing business to a Chief Executive Officer (CEO). The CEO is responsible for the overall management
of the Interroll Group and for all matters not falling under the purview of another governing body,
as specified by law, the Articles of Association or the organisational regulations. In particular, the CEO
is responsible for the operational management of the Company as a whole.
Group Management consists of the CEO and the Managing Directors of the Business Units and of the
Corporate Functions, who report directly to him at the Company's headquarters.
Information and Control Instruments
At each meeting, the CEO informs the Board of Directors of the course of business, the principal events
within the Group and the discharge of duties delegated to the Group Management.
The Management Information System (MIS) of the Interroll Group consolidates the balance sheet,
income statement and cash flow statement, as well as financial data pertaining to the subsidiary
companies, on a monthly basis and compares the current figures with those of the previous year and
the forecast. On the basis of the quarterly financial statements, the forecast is assessed as to whether
it is attainable with regard to each entity and the consolidated group. The financial reports (MIS) are
discussed with the CEO at meetings of the Board of Directors.
On behalf of the Audit Committee, internal audits are performed annually at selected subsidiary
companies. The focal points of the audit are defined according to the risk profile of the respective entity.
The Audit Committee reports are discussed with the management.
Extraordinary occurrences and decisions of material importance, as specified in the organisational regulations,
are immediately brought to the attention of all members of the Board of Directors in writing.
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