3Board of Directors

3.1Members of the Board of Directors

On 31 December 2022, the Board of Directors (Board) of the ­Company consisted of the following persons:

3.2Other activities and vested interests

Information about other activities of the Board members in addition to their functions for Cicor Technologies Ltd. is listed in the table above. Unless otherwise described in the curriculum vitae, the non-executive members of the Board do not have any material business connections with the Group.

3.3Elections and terms of office

According to the Company’s Articles of Incorporation, the Board consists of one or more members. The members of the Board as well as the Chairman of the Board are elected by the Annual General Meeting of Shareholders for a term of office of one year. There are no limits as to how many times a member can be reelected, or any upper age limit for election.

According to the Company’s Articles of Incorporation, at least one member must be domiciled in Switzerland.

3.4Internal organizational structure

The Board constitutes itself at its first meeting after the Annual General Meeting of Shareholders except for the appointment of the Chairman of the Board and the members of the Remuneration Committee. It appoints, if necessary, its Vice Chairman and the Audit Committee as well as a Secretary, who does not need to be a member of the Board. The Board meets as often as the Company’s affairs require or upon the written request of one of its members. The Board approves resolutions and holds elections with the majority of its votes.

The Board is the highest executive instance within the Group Management structure and takes responsibility of the overall gover­nance of the Company and the Group. It oversees the Group Management of their affairs. The basic principles regarding the definition of the areas of responsibility between the Board and the Group Management are described in section 3.5.

Daniel Frutig

Chairman

Daniel Frutig studied building technologies/energy at the Lucerne University of Applied Sciences and Arts and graduated from the University of St.Gallen (HSG) with an Executive Master in Business Administration (EMBA). After starting his career with the industrial group Sulzer AG, he spent many years abroad with Accenture and Compass Group PLC developing businesses. In 2011, Daniel Frutig was appointed CEO of Arbonia AG and in 2015 of Medela Holding AG before founding EvolutionF AG in 2018. As entrepreneur and independent board member he is an expert for international business transformation in listed and privately owned technologically-driven companies, with a clear focus on value creation through growth strategies. He is further commissioned as Expert at Innosuisse, the Swiss Innovation Agency.

expandclose

Norma Corio

Norma Corio is an accomplished leader with extensive experience in corporate governance and finance. Until August 2022, Norma was a Senior Managing Director and member of the Investment Committee at One Equity Partners (OEP), a US-based Private Equity firm. In addition to Cicor, Ms. Corio continues to be a Director on the boards of OEP portfolio companies Bibliotheca, Omni Environmental Solutions, and Wood Technologies International. She also serves on the Board of Finance of America, a publicly listed company in the United States. Prior to joining OEP, Ms. Corio was the Chief Financial Officer of American Express Global Business Travel from June 2014 to June 2017, and Co-President of Miller Buckfire from April 2014 to May 2014. Previously, Ms. Corio spent 30 years with JPMorgan Chase in New York, where she held various positions including Treasurer, and previously, Head of Restructuring within the Investment Banking Division, where she led the corporate finance practice for over 12 years. Ms. Corio also held positions in credit and risk management and investor relations. Ms. Corio received her MBA in Banking & Finance from Pace University (US), and her BA in Economics from LeMoyne College (US).

expandclose

Denise Koopmans

Denise Koopmans has extensive operational experience at CEO level from leading the organic and transformative development of global B2B companies. Denise Koopmans was Managing Director of the Legal & Regulatory Division at Wolters Kluwer and Director of Wolters Kluwer's Global Workflow Solutions Business. Prior to joining Wolters Kluwer, Denise Koopmans was CEO of LexisNexis Intelligence Solutions (RELX Group), a global business intelligence and analytics solutions company headquartered in Paris. Previously Denise Koopmans held various senior executive roles at Capgemini Engineering. Since 2015, she has been a non-executive director of companies engaged in (digital) business transformation, innovation and business model reinvention. She supports companies in their new growth and scaling of B2B businesses in new markets and geographies. Denise Koopmans is a graduate of the University of Rotterdam, Harvard Business School and INSEAD.

expandclose

Konstantin Ryzhkov

Konstantin Ryzhkov joined One Equity Partners (OEP), a US-based private equity firm in 2017 as a managing director based out of its Amsterdam office. Mr. Ryzhkov was responsible for investments in Spartronics, Crayon and Orion Innovation’s acquisition of MERA, among others. Prior to joining OEP, Mr. Ryzhkov was Deputy CEO and a member of the investment committee of a sovereign wealth fund focused on global co-investment opportunities. Prior to that, Mr. Ryzhkov worked at VTB Group, where he was responsible for structured debt and equity products and at Bank of America in the corporate finance and project finance departments. Since 2022, he serves as Chairman of the Board of Directors for Clayens NP. Mr. Ryzhkov received his BA in Economics from Davidson College (NC, US).

expandclose

The Chairman of the Board of Directors

The Chairman heads the meetings of the Board and the Annual General Meeting of Shareholders. He supervises the implementation of the resolutions passed by the Board and coordinates the work of the committees ensuring that the Board as a whole operates as an integrated, cohesive body. The current Chairman of the Board of Directors is Daniel Frutig.

Audit Committee

The Audit Committee shall consist of one or more Board members elected by the Board of Directors. The following members have been appointed:

• Denise Koopmans, Chairman (as of 15 April 2022)
• Norma Corio (as of 16 July 2021)
• Daniel Frutig (as of 15 April 2022)

The Audit Committee assists the Board in supervising the management of the Company, particularly with respect to ­financial and legal matters as well as in relation to compliance with internal business policies and codes of practice.

Remuneration Committee

In accordance with the Articles of Incorporation, Cicor has a ­Remuneration Committee that consists of one or more members of the Board of Directors, who are elected individually by the Annual General Meeting of Shareholders. The following members have been elected:

• Daniel Frutig, Chairman (as of 15 April 2021)
• Konstantin Ryzhkov (as of 16 July 2021)

The roles and responsibilities of the Remuneration Committee are defined in detail by the Board of Directors. More information on their duties is provided in the remuneration report.

Operating methods of the Board and the committees

Between 1 January and 31 December 2022, the Board met for nine ordinary Board meetings as well as two phone con­ferences. The CEO and/or the CFO of the Group attended all meetings. On a selective basis, external advisors also participated in some meetings on specific subjects. The meetings of the Board lasted on average six hours. For each Board meeting, the members were provided with adequate material in advance to prepare for the items on the agenda. At each ordinary meeting, the CEO or the CFO presented the results of Cicor Technologies Ltd. and its segments in detail. The members discussed the results comprehensively and, where required, instructed the CEO or the CFO to take necessary actions or to draw up plans for measures.

The Audit Committee held three meetings in 2022. The CFO of the Group participated in each conference. In addition, these meetings were attended by the auditor in charge. The meetings lasted on average two hours.

The Remuneration Committee held five meetings in 2022. The meetings lasted on average two hours.

3.5Definition of areas of responsibility

The duties and responsibilities of the Board and the Group Management are defined as follows: The Board holds the ultimate decision-making authority and decides on all matters which have not been reserved for or conferred upon another governing body of the Company by law, the Articles of Incorporation or regulations regarding the delegation of Management of the Company. The Board has the following non-transferable and ­indefeasible duties in particular:

• overall governance of the Company and the Group, including formulating medium- and long-term strategies, planning priorities and laying down guidelines for corporate policy;
• approving the annual Group budgets and medium- to long-term Group business and investment plans; establishing the basic organizational structure; defining the guidelines for accounting, financial controlling and financial planning systems; taking decisions on transactions of substantial strategic significance;
• appointing and removing those responsible for managing the Company’s affairs and acting as its agent, in particular the CEO, the CFO and other members of the Group Management;
• appointing and removing the members of the committees of the Board (Remuneration Committee is elected by the ­Annual General Meeting of Shareholders);
• overall supervision of the bodies and officers responsible for the management of the Company;
• drawing up the annual and interim reports, preparing the Annual General Meeting of Shareholders;
• notifying the court in the event of overindebtedness;
• proposing and implementing capital increases and amending the Articles of Incorporation;
• checking the professional qualifications of the external Group auditors.

The Board conferred management functions in the manner provided by the organizational regulation to the CEO or the Group Management. Thereby, it follows the Company’s general principle according to which all executive bodies and officers delegate their ­duties and powers to the hierarchically lowest possible body or officer that possesses the knowledge and ­expertise necessary to make appropriate decisions. The operational Group Management is responsible for the day-to-day operational business of the Group. Its main duties consist of:

• conducting day-to-day business of the Group in compliance with the applicable laws, Articles of Incorporation, regulations and instructions;
• implementing the Group strategy;
• preparing and executing the resolutions of the Board and ensuring their Group-wide implementation;
• reporting all matters to be dealt with by the Board and the committees;
• accounting and analyzing of the monthly results and semiannual and annual accounts on Group and divisional levels as well as implementing the required internal control measures.

3.6Information and control instruments towards the Group Management and risk management

The Board receives annotated key data of all segments within the framework of a Group-wide institutionalized reporting ­system. The format of the data is defined within a MIS (management information system).

Each month, the management information system summarizes in an aggregated format the most important key figures. Every quarter, it presents comprehensive financial statements in line with the requirements set for the year-end. These reports are available to the Group Management in full length and in a condensed format to the Board of Directors.

The Board analyzes such data in detail in its meetings. At each ordinary meeting of the Board, the CEO and the CFO inform on the operational day-to-day business and all important business events. The members of the Board and the Board committees are entitled to request information on all Company-related issues. See section 3.4 for additional information on the work methods of the Board and the committees.

In addition to the above-described management information system, a risk management system was introduced in 2008 and a new state-of-the-art risk management tool was implemented in 2021. Risk management is a fundamental element of Cicor’s business practice at all levels and encompasses different types of risks. It has been integrated into the controlling and reporting process. Material risks are identified and quantified in workshops and discussed with the executive management and the Board of Directors. The risk management process will be repeated regularly, at least once a year.