Board of Directors
The Board of Directors is responsible for the overall management of Migros, including the FMC's subsidiaries and other interests. It formulates the strategy and is also responsible for creating efficient management and organisational structures.
In 2020, the Board of Directors held eight meetings, each lasting between three and nine hours. Two meeting were convened the day before. 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.
As part of the portfolio adjustment initiated in June 2019, the Board of Directors sold the subsidiaries Globus and Saviva AG and the Glatt shopping centre in 2020. This focus allows the Migros Group to invest more in its core business and in online retail. In this context, and in order to meet the increased demand in the e-commerce segment, the Board of Directors has approved the investment costs of a new warehouse for Digitec Galaxus. In addition, it appointed a new member to the Executive Board (Head of the Commerce Department) with effect from 01.03.2021.
As part of its corporate housekeeping duties, the Board of Directors has updated its rules for sound corporate management and they have been issued to the Assembly of Delegates. With these changes, Migros recognises the corporate governance standards that are customary today. From 2024, the term of office for members of the boards of directors of the ten regional Migros Cooperatives and the FMC will be limited to twelve years. Similarly from 2024, elections for the boards of directors will be held every two years instead of every four, as before. In addition, it will no longer be possible in future for members of a management board to transfer to a higher management organ of the same company. Furthermore, a new governance committee is being formed at FMC board level. It will have the power to initiate sanctions throughout the Group in order to protect Migros' reputation.
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 Chairwoman and the nine members from the business, financial and IT sectors. Since they are employed by Migros, the ten representatives of the ten regional Cooperatives (normally the managing directors, but may also be a member of the regional board of directors of a Cooperative), the Chief Executive Officer and the two employee representatives are regarded as internal members. Of the 23 members, five (22%) 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 regional cooperatives, members are elected for a four-year term of office (two-year term of office from 2024) by the FMC Assembly of Delegates. Re-election is permitted, provided that the maximum term of office of 16 years is not exceeded (12 years from 2024). Members 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 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 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 93% 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 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 in particular:
- Formulation of the strategy and the business and ideal goals of Migros
- Monitoring and coordination of the achievement of these goals
- Creation of efficient management and organisational structures within Migros
- Implementation of the resolutions of the FMC Assembly of Delegates
- External representation of Migros
- Appointment and supervision of the FMC 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, where the 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 2020 to 2024.
The Board of Directors is composed of ten external, independent members and 13 internal members. The external, independent persons are the Chairwoman and the nine members from the business sector. Since they are currently or were previously employed by Migros, the ten representatives of the ten regional Cooperatives (normally the managing directors, but may also be a member of the regional board of directors or of the Cooperative Council of a Cooperative), the Chief Executive Officer and the two employee representatives are regarded as internal or non-independent members. Of the 23 members, five (22%) are female.
Chairwoman
External, independent members
Internal members
Members who retired in 2020
Roger Baillod
(1958 CH)
Member until 30.06.2020
Committees: Remuneration and Nominations (member until 30.06.2020)
Business Administration FH and Certified Auditor
Self-employed, professional director
Roelof Joosten
(1958; deceased on 02.03.2020, NL)
Committee: Finance
Master's in Process Engineering, University of Groningen (NL)
Thomas Rudolph
(1962 CH + DE)
Member until 30.06.2020
Committee: Finance (member until 30.06.2020)
Prof. Dr. oec. University of St. Gallen
Director of the Institute of Retail Management and holder of the Gottlieb Duttweiler Chair at the University of St. Gallen
Ursula Schoepfer
(1956 CH)
Member until 30.06.2020
Committee: Finance (Chairwoman until 30.06.2020)
Lic. rer. pol., MBA INSEAD Fontainebleau (FR)
Managing Director Dispopharm Services GmbH
Andrea Hilber Truttmann
(1975 CH)
Member (employee representative) until 30.06.2020
Chief of Staff Marketing Communications FMC
Lic. oec. publ. University of Zurich
All members
Committees
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.