Governance

Board of Control

Based on the proposal of the Board of Directors, the Assembly of Delegates of the Federation of Migros Cooperatives elects an independent auditing company as the external Board of Control. The Board of Control is appointed for a term of office of two years, and may be reappointed.

Based on the recommendations of the Audit Committee of the Federation of Migros Cooperatives (FMC), the FMC Board of Directors proposes an independent auditing company to be elected by the Assembly of Delegates.

Existing Board of Control PwC
PricewaterhouseCoopers (PwC) was chosen as FMC’s auditor for the first time in July 2000 (previously Schweizerische Treuhand Gesellschaft – Coopers & Lybrand AG); it has been confirmed as the FMC Board of Control and the auditor of the Migros Group until 30 June 2022. The Chief Auditor, Sandra Böhm, certified auditor, took up her post in the 2020 financial year. PwC will ensure that this partner is replaced as mandate manager after seven years at the latest.

Based on the recommendation of the committees of the ten regional Migros Cooperatives, the boards of directors propose an independent auditing company to the Cooperative Councils or the voting circles for election. PwC was elected as the Board of Control of the Migros Cooperatives for the first time in 2012. It is elected as auditor of the subsidiaries of the FMC as part of the overall mandate.

The Board of Control is responsible for assessing the consolidated financial statements with regard to their compliance with Swiss GAAP FER and Swiss law, and the compliance of the separate financial statements of the Federation of Migros Cooperatives, the ten regional Cooperatives and other Group companies

New Board of Control EY
As announced in the previous year, Migros put the mandate for the statutory auditor of the FMC and its subsidiaries, and for all companies, pension funds and other foundations affiliated with the cooperative association, out to tender. This decision is based on the principle of sound corporate management, which recommends a tender process at regular, longer-term intervals. Due to the long duration of the mandate, PwC was not invited to participate in the process. On 6 November 2021, the FMC Assembly of Delegates approved the FMC Board of Directors’ proposal to elect the auditing company EY (Ernst & Young) as the new Board of Control for the financial years 2022 to 2023.

Auditing & other fees

Across the Group, PwC invoiced the following fees for services performed in relation to the 2021 and 2020 financial statements:

In CHF 1'000	2021	2020
Auditing services	3'417	3'565
Other regular services	484	834
Other strategic services	10'239 1	3'811
Total	14'140	8'210

1 The other strategic services include the continuation of advisory support for system implementations. This process was selected in consultation with the Audit Committee, in order not to further restrict the number of potential auditing companies in the above-mentioned tender process.

The auditing services include the following duties:

Specific tasks to assess the consolidated financial statements and financial statements of the Federation of Migros Cooperatives, and the financial statements of the regional Cooperatives and other subsidiaries.
Audit services that can usually only be performed by the statutory auditor, such as auditing the introduction of new valuation and accounting principles, information systems and the corresponding control environment. The internal audit function of the Migros Community makes an important contribution to these auditing services.

The other services cover the areas of tax consulting, accounting and due diligence audits performed in 2020 and 2021. The other strategic services include advisory support for system implementations. This advice is provided by the audit firm due to its specialist consulting expertise in this area, and because otherwise the selection of the auditor for the above-mentioned tender process might be further restricted.