In 2019, the Board of Directors held eight meetings, each lasting between two 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 Hotelplan Group's takeover of vtours GmbH and vtours International AG, based in Aschaffenburg, Germany. The Board of Directors also decided in June 2019 to initiate the sales processes of the subsidiaries Globus, Gries Deco Group (Depot), Interio and m-way, so that the Migros Group can invest more in its core business and in online retail. It appointed two new members to the Executive Board (Head of Industry & Wholesaling Department and Head of Logistics & IT Department).
Composition & electoral procedure
The Board of Directors is currently composed of 22 members: nine external, independent members and 13 internal members. The external, independent persons are the Chair and the eight 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 22 members, four (18%) 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.
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.
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 current 22 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 in 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 95% 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.
- Creation of efficient management and organisational structures within Migros
- Appointment and supervision of 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 22 members who were elected for the term of office 2016 to 2020.
The Board of Directors is composed of nine external, independent members and 13 internal members. The external, independent persons are the Chair and the eight 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
The Board of Directors works in liaison with a number of permanent committees. With the exception of the Migros Retail Committee (ADH), these specialist bodies consist predominantly – or exclusively – of external, independent members of the Board of Directors, who contribute their specific specialist knowledge.