Board of Directors and Executive Board

Members and internal organization

(Summary, full version please see Corporate Governance Report and Organizational Regulations [only available in German and French].)

Details of the members of the Board of Directors and Executive Board are available under the following links:

Members of the Board of Directors >>

Members of the Executive Board >>

Under the Articles of Association of the Edisun Power Group, the Board of Directors consists of a minimum of three and a maximum of nine members. Since 18 May 2018, the Board of Directors has had four members.

  • Electoral body: annual general meeting
  • Term of office: elected for one year, re-election possible
Internal organization
The Board of Directors has overall responsibility for the business strategy and management of the Edisun Power Group.

The Board of Directors is the supreme decision-making body, and lays down guidelines in the following areas:

  • Strategy
  • Organization
  • Financial planning
  • Accounting

The Board of Directors has transferred responsibility for day-to-day business to its delegate.

The Board of Directors takes decisions on all matters concerning the company collectively.

Frequency of meetings
The Board of Directors of Edisun Power Europe Ltd. met for a total of 7 scheduled meetings in the 2018  financial year and had one additional telephone conference.
 
Agenda
The Chair of the Board of Directors decides on the items to be placed on the agenda. In addition, any member of the Board may request that an item be included.

The members of the Board receive full documentation before each Board meeting to enable them to prepare sufficiently.

Committees
The Board of Directors has set up the following committees:
  • Audit committee
  • Nomination and compensation committee

The chairs of these committees are appointed by the Board of Directors. The committees meet regularly and are obliged to produce minutes and recommendations for the scheduled meetings of the Board. The chair of the committee decides on the items to be placed on the agenda.

 

Audit committee
The audit committee is made up of three members of the Board of Directors.
  • Term of office: one year, re-election possible

The current members of the audit committee are:

  • Fulvio Micheletti, chairman (member since 29 May 2015)
  • Hans Nef (member since 28 August 2014)
  • Rainer Isenrich (member since 29 May 2015)

The audit committee meets as often as is necessary, but at least two times a year. These meetings are also attended by the CEO and CFO as well as representatives of the external auditors, where necessary.

The audit committee of Edisun Power Europe Ltd. met for a total of 2 scheduled meetings in the 2018  financial year.

On behalf of the full Board of Directors, the audit committee reviews matters including

  • the work and effectiveness of the external auditors;
  • the company's financial control systems, financial structure and the risk management control systems;
  • the Group’s semi-annual and annual reports.


Nomination and compensation committee
The nomination and compensation committee is made up of three members of the Board of Directors and is is elected by the Annual General Meeting.
  • Term of office: one year, re-election possible

The current members of the committee are:

  • Fulvio Micheletti, chairman (member since 29 May 2015)
  • Hans Nef (membre depuis le 28 août 2014)
  • Reto Klotz (member since 18 May 2018)

The nomination and compensation committee meets as often as is necessary, but at least once a year. 

The nomination and compensation committee of Edisun Power Europe Ltd. met 2 times in the 2018 financial year, during a regular meeting of the Board of Directors.

The committee’s primary tasks are:

  • to review the composition and level of the compensation paid to the Board of Directors and the Executive Board;
  • to select suitable candidates for election to the Board of Directors;
  • to nominate candidates for the Executive Board on the recommendation of the CEO; and
  • to submit applications and staff proposals to this effect to the Board of Directors.


Rules on responsibilities
  • The Board of Directors of Edisun Power Europe AG is responsible for the management of the company, except in matters reserved by law for the annual general meeting.
  • The Board of Directors is responsible to the shareholders for the performance of the company.
  • It takes decisions on all matters not reserved by law, the company’s Articles of Association or its organizational regulations to another of its executive bodies.
Information and control tools
The Executive Board reports regularly to the Board of Directors during meetings of the Board of Directors and the committees. At each Board meeting, the CEO and CFO report on the status of ongoing business and any significant business events.

The Board of Directors also:

  • receives consolidated financial statements (balance sheet, income statement and cash flow statement) on a semi-annual and annual basis;
  • receives monthly reports on the progress of projects, output data comparisons and acquisition plans;
  • holds informal telephone conferences between individual Board members and the CEO and CFO as required;
  • may (in the person of any of its members) request information in connection with all matters relevant to the company;
  • receives annual reports from the Executive Board regarding current risks and risk limitation measures.