The Board of Directors

The Board of Directors held eight meetings in 2012. In addition to its statutory business and periodical reporting on all of the Migros strategic business units, including the individual subsidiary companies, the Board agreed to the 30% participation in the company Galaxus AG (digitec), approved the increase in the holding in CCA to 80%, took decisions on investment and agreed the 100% takeover of tegut by the Migros Cooperative Zürich.

Composition and electoral procedure
The Board of Directors is comprised of 23 members, of whom 13 are executive and 10 non-executive: because they are employed by Migros, the Chief Executive Officer, the ten representatives of the ten regional Cooperatives (normally the managing directors) and the two employee representatives are regarded as executive directors. The non-executive directors are the nine external members from the business sector and the non-executive Chair.

With regard to composition and size, Migros deviates from the guidelines of the Swiss Code of Best Practice for Corporate Governance: according to the statutes, each affiliated Cooperative chooses its representative and therefore decides for itself who sits on the FMC Board of Directors. Each one influences both the size of the body and also the ratio of executive to non-executive members.

With the exception of the representatives of the regional Cooperatives, who are appointed by the elective bodies of the regional Cooperatives, the members of the Board of Directors are elected for a four-year term of office by the Assembly of Delegates. Re-election is permitted. The members of the Board of Directors retire on reaching the age of 70. The organisational rules of the Board of Directors do not permit the accumulation of important positions within Migros.   

Working methods and powers of the Board of Directors
Decisions in the Board of Directors are passed by a simple majority of the members present – observing the usual rules for abstention. Detailed preparation and the preliminary work done by the committees mean that discussions by the 23 members of the full Board can be conducted effectively and efficiently. All of the agenda items that a member of the Board or a committee wishes to discuss are shown on the notice convening the meeting. Those attending the meeting receive detailed documentation about the motions in writing beforehand.

Dates for the ordinary meetings are fixed at an early stage, so that all members are usually present. In the year under review, the rate of attendance was 97%.

Every year, as part of a process of self-evaluation, the Board of Directors reviews its own and its members’ performance. The findings of this evaluation are implemented on a continual basis and discussions are held annually on the implementation status. External consultancy services are called on to advise on specific topics.

The powers of the Board of Directors include formulating the strategy and organising the financial reporting, financial control and financial planning. It is also responsible for creating efficient management and organisational structures within Migros. The Board delegates operational management to the Executive Board, under the leadership of the CEO. Members of the Executive Board take part in meetings of the Board of Directors for dealing with business items on the agenda, but are not entitled to vote.

The responsibilities and powers are set out in the organisational rules of the Board of Directors and in the committee guidelines.