3   Board of Directors

3.1     Members of the Board of Directors

Under the Articles of Association, the Board of Directors of Allreal Holding AG consists of one or more members. It currently has five members. For the current composition of the Board and information on individual Board members, please refer to page 10 of the Annual Report. None of the Board members perform executive duties in the company and none have performed operational management functions within the Allreal Group in the past.

The Allreal Group obtains consultancy services in legal matters from several law firms, including meyerlustenberger Attorneys at Law, in which Dr. Thomas Lustenberger, Chairman of the Board of Directors of Allreal Holding AG, is one of 18 partners. In the 2011 financial year, meyerlustenberger charged Allreal fees amounting to CHF 0.06 million.

The Helvetia Group, which holds 11.7% of Allreal Holding AG's share capital, is represented on the Board of Directors of Allreal Holding AG by Erich Walser. Allreal works for the Helvetia Group as a general contractor for project development and the realisation of construction projects. These services are provided at arm´s length. During the period under review, the volume of project work handled on behalf of the Helvetia Group amounted to CHF 60.9 million.

In addition, insurance contracts are in place between the Helvetia Group and individual Allreal companies which have an annual premium volume of CHF 1.1 million (policies covering buildings, construction and pension funds for management).

There are no other material business relationships between Allreal and members of the Board of Directors.

3.2     Other activities and vested interests

For details of other work and functions performed by individual members of the Board of Directors outside the Allreal Group see page 10 of the Annual Report.

3.3     Elections and terms of office

The members of the Board of Directors are elected individually for a three-year term by the general meeting. Re-election is permitted. The age limit is 70. The terms of office of Dr. Thomas Lustenberger, Erich Walser and Dr. Rudolf W. Hug end with the 2012 annual general meeting. Dr. Jakob Baer and Albert Leiser were elected for terms ending with the 2014 ordinary general meeting.

Dr. Thomas Lustenberger and Erich Walser were first elected to the Board of Directors in 1999, Dr. Rudolf W. Hug was first elected in 2003 and Dr. Jakob Baer and Albert Leiser in 2005.

3.4     Internal organisational structure

The Board of Directors constitutes itself and has appointed Dr. Thomas Lustenberger and Erich Walser to serve as its Chairman and Vice Chairman respectively. The Board does not have any Board delegate function.

The Board of Directors has a quorum if at least half of its members are present. It passes its resolutions with the majority of the votes cast; the Chairman has a casting vote.

The Board of Directors holds four ordinary meetings annually, each normally lasting half a day. Additional meetings may be convened to discuss topics of current concern. A total of four meetings were held in 2011. Three meetings were attended by all Board members for the full duration of the meetings, while one meeting was attended by four members. Meetings of the Board of Directors are also attended by members of Group Management for specific agenda items. The Board of Directors also dealt with a number of business matters by circular letter.

The following key points were addressed at the Board meetings held in 2011:

  • Review, adjustment and approval of corporate strategy, medium-term planning for the period from 2012 to 2014 based on various scenarios and the annual budget for 2012
  • In-depth discussion and examination of the implementation of the two-pillar strategy with retracing of the specified quantitative and qualitative targets
  • In-depth discussion and analysis of Allreal's unique selling propositions/competitive advantages and, derived from this, a quantitative and qualitative review of the strategic objectives with decisions taken on individual growth initiatives
  • Discussion and approval of the financial statements for each quarter (including liquidity status, debt financing and pending legal disputes), of the variance analysis versus the 2011 budget and of the forecast calculation for 2011 as a whole
  • Examination and approval of proposals relating to purchases and sales of investment and development properties and discussion of the order backlog of the Projects & Development division in the third-party market and the resulting acquisition strategy
  • Discussion of the transaction and rental market and the resulting measures for successful re-letting of rental premises in the case of investment real estate and the reduction of vacancies
  • Assessment of opportunities and risks of major own projects (development properties and investment real estate under construction)
  • Monitoring of and compliance with the investment guidelines
  • Deliberations and resolutions in connection with the launch of the 2.50% bond issue 2011–2016
  • Approval of the half-yearly external financial reporting including media releases
  • Approval of the proposals of the Risk and Audit Committee and the Nomination and Compensation Committee
  • Deliberations on risk management and the internal control system (ICS)
  • Development of the share price and the shareholder structure in relation to compliance with “Lex Koller” requirements
  • Discussion and approval of the agenda items to be proposed to the general meeting on 25 March 2011.

At these meetings, various management employees of the Allreal Group provided the Board of Directors with information directly for discussions relating to the current business performance of the Real Estate division and in the areas of project development and realisation and purchases/sales by the Projects & Development division.

The Chairman of the Board of Directors assumes special tasks in his capacity as the contact person for the Chief Executive Officer. Performing these tasks involves several meetings per year and frequent telephone contact.

3.5     Board committees

With a view to integrating the specialist expertise and experience of individual Board members into the decision-making process and enabling it to produce reports as part of its supervisory duties, the Board of Directors formed two committees as provided for in the organisational regulations. The duties and powers assigned to the Board of Directors in accordance with the organisational regulations and the law remain vested in the Board of Directors as a whole, i.e. the two Committees have no decision-making powers. The Chairmen of the Committees inform the full Board of Directors of the key findings of the Committee meetings and/or present the resulting proposals.

Risk and Audit Committee

The Risk and Audit Committee supports the Board in supervising accounting and financial reporting, the auditors and the external real estate valuer and in monitoring compliance with legal requirements.

The tasks include reviewing the structuring of the accounting system in terms of appropriateness, reliability and effectiveness, reviewing the annual financial statements and the other financial information to be published, monitoring corporate risk assessment and reviewing risk management practices and/or the effectiveness of the internal control system (ICS) and periodic reviewing of the insurance cover available to Allreal. The Risk and Audit Committee is also responsible for monitoring business activity for compliance with decisions of the Board of Directors, with internal regulations and guidelines, with corporate policy principles and with relevant legal requirements, in particular those arising from the Stock Exchange Act.

In addition, the Risk and Audit Committee reviews the performance, independence and compensation of the auditors and the external real estate valuer. This includes in particular examining the compatibility of the auditing activities with any consultancy mandates and reviewing overall remuneration. The review reports and the resulting findings and recommendations are discussed in detail with Group Management and the external auditors and consequent measures are formulated. Implementation of these measures is overseen by the Risk and Audit Committee.

The tasks, duties, and powers of the Risk and Audit Committee are defined in the organisational regulations of 12 December 2007. The full Board of Directors is informed of the activities of the Audit and Risk Committee by the latter´s Chairman at the next Board meeting and decides on any resulting proposals.

As in 2010, the Risk and Audit Committee was made up of Albert Leiser (Chairman) and Dr. Rudolf W. Hug (member). Meetings are normally attended by the Chief Financial Officer.

In 2011, the Risk and Audit Committee held two meetings in order to review the 2010 annual financial statement and the 2011 half-yearly financial statement in relation to the above-mentioned tasks. In addition, cooperation with the external auditors and the operational management was assessed in detail. The two-hour meetings were attended by all members of the Risk and Audit Committee and in some cases by the Chief Financial Officer. Representatives of the external auditors, the external real estate valuer and insurance specialists were present for individual items on the agenda.

Nomination and Compensation Committee

The Nomination and Compensation Committee supports the Board of Directors in relation to the selection, compensation and training of the members of the Board, Group Management and the management of the Projects & Development division.

Its tasks include managing the selection process for members of the Board of Directors and Group Management and the resulting submission of proposals to the full Board of Directors; in relation to Group Management, this also extends to the submission of proposals relating to the key conditions of their contracts of employment. The Committee also submits proposals to the full Board of Directors concerning its own compensation and that of Group Management and the Management of the Projects & Development division.

Its other tasks include succession planning at the most senior level of management, monitoring management employee training and reviewing and proposing the salary policy suggested by the Chairman of Group Management for the attention of the full Board of Directors.

The tasks, duties and powers of the Nomination and Compensation Committee are defined in the organisational regulations of 12 December 2007. The Chairman of the Nomination and Compensation Committee briefs the full Board of Directors on the Committee´s activities. The Board decides on the resulting proposals. The Committee does not have any decision-making powers.

As in 2010, the Nomination and Compensation Committee consists of Dr. Thomas Lustenberger (Chairman) and Erich Walser (member). The meetings are normally attended by the Chief Executive Officer.

In 2011, the Nomination and Compensation Committee held two approximately two-hour meetings which were attended by both members of the Committee and the Chief Executive Officer. These meetings or telephone conferences were concerned with issues of succession planning, the organisation of the company and issues relating to the compensation paid to the members of the Board of Directors, Group Management and the management of the Projects & Development division. The Nomination and Compensation Committee has decided to dispense with the services of consulting external advisors. The Committee submitted its proposals on these issues to the Board of Directors.

3.6     Definition of areas of responsibility

The principles governing the most senior level of management and the delineation of powers and responsibilities are defined in the organisational regulations of 12 December 2007. While the Board of Directors performs the tasks of supervisory and steering body, Group Management is in charge of the operational business.

At the same time, under the Articles of Association and the organisational regulations, the following powers and responsibilities are vested in the Board of Directors:

  • Ultimate direction of the Allreal Group and ultimate oversight of the persons entrusted with management (“Compliance”)
  • Defining the organisation and appointment of management and persons authorised to act as proxies, incl. determining salaries
  • Determining the organisation of and procedures for accounting, financial controlling and financial planning
  • Producing the annual report and annual financial statements, preparing the general meeting and implementing its resolutions
  • Defining business policy, including in particular investment and financial policy
  • Decisions on major transactions, including in particular investments and divestments.

All other tasks are delegated to Group Management. In particular, the latter also prepares the following for approval by the Board of Directors: medium-term planning over a period of three years, the annual budget and financial statements and proposals for investments or divestments. It conducts operational business. The Allreal Group does not have any internal auditors. Allreal staff conduct regular reviews in order to verify property accounts prepared by external property management companies. A firm of consultants commissioned by Allreal monitors the external property management companies in relation to VAT issues.

3.7     Information and control instruments (ICS) vis-à-vis Group Management

In particular, the Board of Directors has the following supervisory and control instruments at its disposal:

  • Comparative calculation of the annual budget for medium-term planning and corresponding variance analysis (annually)
  • Reporting on the functioning and effectiveness of the internal control system (ICS) for financial reporting (annually)
  • Reports on compliance with the investment guidelines based on instruments of simplified liability management (quarterly)
  • Quarterly statements with presentation of the financial situation (incl. budget comparison, end-of-year forecast and corresponding variance analysis) and management reports (quarterly)
  • Balanced score card relating to the Allreal Group and its divisions (quarterly)
  • Risk matrix and assessments of specific major projects (quarterly)
  • Detailed reports from Group Management on the trend of business in the individual business areas, with lists of the investments and divestments made (management information system/quarterly).
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