Committees

The Board of Directors works in liaison with a number of permanent committees. Except in the Retail Committee, the members of these specialist bodies are predominantly – or exclusively – external, independent members of the Board of Directors who have an appropriate background and can contribute their specific specialist knowledge.

The Remuneration and Nominations Committee is responsible for matters relating to staff remuneration and nomination. It makes recommendations to the Board of Directors on the remuneration of the Migros organs and on the salary bands for Migros' senior management. It determines the salary of the Chief Executive Officer, as well as the salaries of the Executive Board members based on the CEO's recommendations. The Chairman of the Board of Directors can also request the Committee's input on other remuneration- and salary-related issues.

The Committee is responsible for ensuring that an appropriate President of the FMC Assembly of Delegates, Chairman of the FMC Board of Directors and CEO are elected, taking into account the voting regulations. It also suggests potential nominees to the Board of Directors. In addition, it helps the Board of Directors to review the CEO's proposal to the members of the Executive Board. The Committee also makes proposals for external boards of directors in FMC subsidiaries with permanent external boards of directors.

Where there is a conflict of interest, the members concerned do not participate. The Committee consists only of external, independent members. In the case of impending nominations, two additional members may join the Committee. The Committee met four times in 2014.

Andrea Broggini (Chairman; external, independent)
Doris Aebi (external, independent), Jean-René Germanier (external, independent)

The Audit Committee supports the Board of Directors in the supervision and review of the accounting and financial reporting of the FMC and Migros Group, the Board of Control as well as the Risk and compliance management within FMC and the Migros Group. The duties and powers assigned to the Board of Directors in accordance with the law, the statutes and the rules of organisation remain the full Board of Directors' responsibility. The Audit Committee has no decision-making powers, except for making decisions about the audit plan and fee budget for the external and internal auditors.

In performing its duties, the Audit Committee has unrestricted access to the management of all group companies and their business records and documents. The Audit Committee operates in accordance with the rules of Best Practice, which are observed by large Swiss business enterprises. The Committee reports regularly to the Board of Directors about the results of its inspections and proposes appropriate measures when necessary. The Audit Committee consists only of external, independent members; it held four meetings in 2014.

Roger Baillod (Chairman; external, independent)
Dominique Biedermann (external, independent), Paola Ghillani (external, independent),
Hans A. Wüthrich (external, independent)

The Finance Committee ensures that the available financial resources are properly deployed, taking into account the agreed strategies, plans and requirements of the Migros Group. In particular, it reviews proposals for the acquisition and sale of businesses or business units as well as large investments or divestments by the FMC and its subsidiaries (provided that these fall within the remit of the Board of Directors) and it makes recommendations to the Board of Directors.

The Audit Committee consists primarily of external, independent members; it held four meetings in 2014.

Ursula Schoepfer (Chairwoman; external, independent)
Lorenzo Emma (internal), Thomas Rudolph (external, independent), Marc Schaefer (internal),
Heinz Winzeler (external, independent)

The Migros Retail Committee (ADH) deals with all matters that are relevant to the retail business under the Migros brand the "orange M", especially merchandising and retail strategies, and makes the relevant applications to the Board of Directors. The Committee formulates binding procedural plans, priorities and activities for the implementation of the budget. It is also responsible for supervising and controlling budgets and introduces appropriate measures when there are deviations from these.

In addition to the Chairman, the Migros Retail Committee (ADH) includes the ten managing directors of the cooperatives as well as the members of the Executive Board (no voting rights). Only having internal members on the Migros Retail Committee (ADH) recognises the fact that the committee is responsible for preparing the Cooperative Retailing strategy for the Board of Directors as well as performing operational tasks which help coordinate the core business. Close coordination of the core business is essential. Since 2014, the Board of Directors is being supplemented by two additional external members for advising and voting on strategic issues.

The 17 (or 19) members of the Committee met on six occasions in 2014.

Herbert Bolliger (Chairman, internal)
Max Alter
Christian Biland
Philippe Echenard
Lorenzo Emma
Jürg Blunschi
Stefano Patrignani
Marc Schaefer
Felix Meyer
Beat Zahnd
Marcelle Junod (all internal)

Strategic issues in addition:

Doris Aebi (external, independent)
Paola Ghillani (external, independent)

Six members of the Executive Board (no voting rights, all internal)

Committees (pdf, 20.28 KB)

Committees _{(pdf, 20.28 KB)}