In 2018, the Board of Directors held six meetings, each lasting between four and eight hours. In addition to the statutory matters and periodic reporting on all strategic business units of Migros, including the subsidiaries, the Board of Directors approved various acquisitions, investments and divestments by the subsidiaries and Migros Industry.
The Board of Directors approved the logistics investment for the construction of a shuttle in Wohlen for Digitec Galaxus AG, the investment in a deep-freeze order picking system for Migros-Verteilbetrieb Neuendorf AG, the acquisition of Gowoonsesang Cosmetics CO. Ltd. based in Seoul by the Mibelle Group, and the takeover of Topwell Apotheken by Medbase. The Board of Directors also approved the formation of the subsidiary Migros Digital Solutions AG, which will identify new and innovative business areas. In addition, it appointed a new member to the Executive Board (Head of the Marketing Department) with effect from 1 January 2019.
Composition & electoral procedure
The Board of Directors is composed of 23 members: ten external, independent members and 13 internal members. The external, independent persons are the Chairman and the nine members from the business sector. Since 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 internal members. Of the 23 members, four (17%) are female.
In terms of 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 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 maintained in accordance with the decision of the Assembly of Delegates of 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 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 do not permit the accumulation of important positions within Migros.
Working methods & powers
Decisions made by 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 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. The dates for the ordinary meetings are set early, so that all members can usually attend. The attendance rate was 91% in the reporting year. The six members of the Executive Board and the President of the G. and A. Duttweiler Foundation also take part in 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 continuous basis and discussions are held regularly on the implementation status. External consultancy services are used to advise on specific topics.
The duties of the Board of Directors include formulation of the strategy and organisation of 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 of Directors delegates operational management to the Executive Board, which is headed by the Chief Executive Officer. 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 Board of Directors if additional expertise is needed or if required by law.
The responsibilities and remits are set out in the organisational rules of the Board of Directors and in the directives of the committees.
Composition Board of Directors
The Board of Directors of the Federation of Migros Cooperatives comprises 23 members who were elected for the term of office 2016-2020.
The Board of Directors is composed of ten external, independent members and 13 internal members. The external, independent persons are the Chairman and the nine members from the business sector. Since 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 internal members.
External, independent members
Member until 30.06.2018
Committee: Finance (member until 30.06.2018)
The Board of Directors works in liaison with a number of permanent committees. With the exception of the Retail Committee, these specialist bodies consist predominantly – or exclusively – of external, independent members of the Board of Directors who contribute their specific specialist knowledge.