The Board of Directors

With regard to the composition and size of the Board of Directors, Migros deviates from the guidelines of the Swiss Code of Best Practice for Corporate Governance. According to the statutes, each regional Cooperative chooses its representative and therefore decides for itself who sits on the FMC Board of Directors. This influences both the size of the body and the ratio of external to internal members. This status quo is being maintained in accordance with the decision of the Assembly of Delegates from 29 March 2014.

With the exception of the ten 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. Re-election is permitted, provided that the newly introduced maximum of four terms of office is not exceeded. 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.

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 six members of the Executive Board, as well as the President of the G. and A. Duttweiler Foundation, also attend the meetings of the Board of Directors in an advisory capacity.

As part of a process of self-evaluation, the Board of Directors regularly reviews its own and its members' approach and performance. The findings of this evaluation are implemented on a continual basis and discussions are held regularly 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 as well as appointing and supervising the Executive Board. The Board delegates operational management to the Executive Board, under the leadership of the CEO. This also includes the overall management of the FMC's subsidiaries and other interests, whose internal board members are appointed by the members of the Executive Board. External board members, such as for Hotelplan or Migros Bank, are appointed by the FMC Board of Directors if additional expertise is needed or if required by law.

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