Board of Directors

In 2011 the Board of Directors held seven board meetings. In addition to the statutory matters and periodic reporting on all strategic business units of Migros, including the individual subsidiaries, the Board of Directors approved the financing of a logistics centre for Gries Deco Company, the sale of Limmatdruck AG (packaging unit), considered the Idée Migros study and approved the 2012-2015 cooperative retailing strategy. The results of the annual self-evaluation were presented and corresponding measures specified.

The members of the Board of Directors visited three companies of M-Industrie in the year under review: Migros Verteilzentrum Suhr AG and Migros-Verteilbetrieb Neuendorf AG as well as the cheese cellars of Mifroma SA Ursy on the occasion of the autumn Assembly of Delegates.

Composition and election mode
With regard to composition, every effort is made to create a balanced ratio between internal and external members. The Chairman of the Executive Board, one representative from each of the ten regional cooperatives (normally the managing director) and two staff representatives are regarded as internal members in view of their contract of employment with Migros. It is forbidden under the charter to hold more than one key administrative office at the same time. Nine persons from the business sector act as external members.
With the exception of the representatives of the regional cooperatives, who are appointed by the electoral bodies of the cooperatives, the members of the Board of Directors are elected for a four-year term of office by the Assembly of Delegates. Members may be re-elected. The members of the Board of Directors retire when they turn 70. It is forbidden under the charter to hold more than one key administrative office within Migros at the same time.

Function of the Board of Directors
The decisions of the Board of Directors are – in observance of the standard rules of abstention – taken by the full Board of Directors with a simple majority. Detailed preparation and preliminary work done by the committees enable the discussions of the full board with its 23 members to be conducted effectively and efficiently. All items on the agenda which a member of the Board of Directors or a committee wishes to discuss are stated on the invitation to the meeting. The attendees are sent detailed written documentation on the applications in advance.

The dates for the ordinary meetings are set early, so that all members can usually attend. The attendee rate was 97% in the year under review.
 
The Board of Directors delegates operational management to the Executive Board, which is headed up by the Chief Executive Officer. The members of the Executive Board attend the meetings of the Board of Directors without voting rights when agenda items relating to business activities are considered.

The Board of Directors discusses its performance and that of its members annually as part of a self-evaluation. The findings from this evaluation are continuously implemented and the status of the implementation is discussed annually.
External advisory services are used for specific subjects.

The responsibilities and remits are set out in the rules of organisation of the Board of Directors and in the directives of the committees.