Board of Directors
The Board of Directors is responsible for the overall management of the Migros Community. It formulates the strategy, is responsible for creating efficient management and organisational structures, and represents Migros to the outside world.
In 2022, the Board of Directors of the Federation of Migros Cooperatives held ten meetings, each lasting between two and nine 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 investments of the subsidiaries, in particular in the area of logistics and Migros Industrie. It also appointed a new member to the Executive Board (Head of HRM and Commitment Migros Group Department) with effect from 1 February 2023.
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 members, six (26.1 %) 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. The Governance Committee has the necessary power to initiate sanctions throughout the Group in order to protect Migros’ reputation.
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
attendance rate at the meetings
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 of the full Board of Directors can be conducted effectively and efficiently.
The members’ attendance rate was 97 % 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.
Each member of the Board of Directors must inform the Chairwoman immediately if they become aware of any conflicts of interest, whether it is of a general nature or related to a matter discussed in connection with a corporate body. If a member is involved in such a conflict of interest, they must not take part in discussions or decision-making processes relating to the interests concerned.
The Board of Directors ensures that the disclosure and withdrawal obligations are fulfilled. It also ensures that the relevant facts are checked and documented annually. All members must have any new mandates (internal and external) approved by the Chairwoman before acceptance. The Chairwoman provides information about the mandates of the individual board members, and if necessary discusses them with the full Board of Directors.
As part of a self-evaluation process, the Board of Directors and its committees discuss their working methods 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 FMC 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 currently comprises 23 members (as at 31.12.2022), who have been elected until 2024.
Chairwoman
Chairwoman of the Board of Directors since 2019, elected until 2024
Committees: Remuneration and Nominations (Chairwoman)
Executive MBA University of St. Gallen (HSG), IDP INSEAD Fontainebleau (FR), lecturer
Major mandates
Be-advanced AG, Bern (Chairwoman Board of Directors), Nold Immobilien AG, Köniz (Co-founder and Chairwoman Board of Directors); Pestalozzi Foundation, Zurich (Board of Trustees); Bühnen Bern Foundation (Board of Trustees)
Professional experience/career path
1989 – 1999
Teaching at various levels at Bern elementary schools
1996 – 1999
Head teacher
1999 – 2005
Head of Quality Management and Communication/Marketing, INFORAMA
2005 – 2021
Lecturer at Pädagogische Hochschule Bern, Executive Staff and System Development Department
2008 – 2019
President of the FMC Assembly of Delegates
2019 – present
Chairwoman of the FMC Board of Directors
External, independent members
Member since 2012, elected until 2024 Committees: Audit, Governance (Chairman, since 20.05.2021)
Dr. oec. University of Geneva, lecturer at the University of Neuchâtel
Major mandates
Lecturer at the University of Neuchâtel; Comité d’éthique et de déontologie de l’Université de Genève et de la HES-SO Genève (Chairman); SIFEM (Swiss Investment Fund for Emerging Markets), Bern (Board of Directors); Caritas Genève (Board of Directors)
Professional experience/career path
1989 – 1991
Economist in the Secrétariat général du Département de la Prévoyance Sociale et de la Santé Publique du Canton de Genève
1991 – 1998
Deputy Director, from 1994 Director Caisse de prévoyance du personnel enseignant de l’instruction publique et des fonctionnaires de l’administration du Canton de Genève (CIA)
1998 – 2015
Director of the Ethos Foundation and Ethos Services AG, Geneva
2015 – June 2018
Chairman of the Ethos Foundation and of Ethos Services AG, Geneva
Member since 2008, elected until 2024 Committees: Remuneration and Nominations Ing. HES Oenologie, Managing Director Jean-René Germanier SA
Major mandates
Jean-René Germanier Vins, Vétroz (Chairman Board of Directors); Urbain Germanier SA Vins, Vétroz (Chairman Board of Directors)
Professional experience/career path
2003 – 2015
National Councillor, 2010/2011 President of the National Council
1983 – present
Managing Director Jean-René Germanier SA
Member since 2008, elected until 2024 Committees: Audit, ADH (strategic issues) Pharmacist University of Lausanne,
owner of Paola Ghillani & Friends AG
Major mandates
Romande Energie Holding SA, Morges (Board of Directors); Transitec Ingénieurs Conseil SA, Lausanne (Board of Directors); Swisscanto Invest by Zürcher Kantonalbank (Chairwoman of the Sustainability Committee); International Committee of the Red Cross (ICRC), Geneva (honorary member); Fondation Aquatis, Lausanne (Board of Trustees); UTILITA Investment Foundation, Bern (Board of Trustees); Vivanta AG (Board of Directors)
Professional experience/career path
Until 1999
Marketing and management roles at multinational companies
1999 – 2005
CEO Max Havelaar Foundation (Switzerland), Chairwoman International Fairtrade Labelling Organisations
2005 – present
Owner of Paola Ghillani & Friends AG
Member since 01.07.2020, elected until 2024 Committees: Remuneration and Nominations (since 01.07.2020), Governance (since 20.05.2021)
Dr. iur., CEO of Microsoft Deutschland GmbH
Major mandates
KPMG Germany (Supervisory Board); Swiss National Bank (Regional Economic Council Zurich); Bitkom e.V., Berlin (Board of Directors); American Chamber of Commerce Germany (Vice Chairwoman); Lucerne Festival (Advisory Board)
Professional experience/career path
1993 – 1999
Elekluft GmbH, Bonn (DE), Director Marketing & Sales, member of the Executive Board
2000 – 2002
Plaut Consulting GmbH, Wallisellen Director Marketing & Sales, member of the Executive Board
2003 – 2010
ESG Elektroniksystem- und Logistik-GmbH, Munich (DE), Head of Business Development, member of the Executive Board
2010 – 2011
Elster GmbH, Wiesbaden (DE), General Manager EMEA, member of the Executive Board
2011 – 2015
Microsoft Deutschland GmbH, Munich (DE), Senior Director Public Sector
2015 – 2020
Microsoft Schweiz GmbH, Wallisellen, Country Manager Switzerland
2020 – present
CEO Microsoft Deutschland GmbH, Munich (DE)
Member since 01.07.2020, elected until 2024 Committee: Finance (Chairman, since 01.07.2020)
Executive MBA University of Rochester-Bern Self-employed, professional director (since 01.05.2022)
Major mandates
World Federation of the Sporting Goods Industry (Board of Directors); Ledeco Sàrl Genève (Board of Directors), The Athlete’s Foot (TAF Global Holding AG) (Board of Directors)
Professional experience/career path
1989 – 1992
Financial Controller at REHAU Group, Bern
1992 – 1999
Various roles at Simeco Group (Interdiscount, Microspot), Jegenstorf, most recently as CFO
1999 – 30.04.2022
Deputy CFO CEO at IIC-INTERSPORT International Corporation, Bern
2022 – present
Self-employed, professional director
Member since 01.07.2020, elected until 2024 Committee: Audit (since 01.07.2020)
MSc Business Administration University of Lausanne, Certified Auditor, US CPA
Owner of 2bridge AG
Major mandates
Mitreva AG, Zurich (Board of Directors); ETH Council, Bern (member); (Ferguson Finance (Schweiz) AG, Zug (Board of Directors); Confiseur Läderach Holding AG and Läderach (Schweiz) AG, Ennenda (Board of Directors); swissVR, Rotkreuz (Chairwoman Board of Directors); Swiss-American Society (Board of Directors); Cäsar Ritz Foundation Niederwald (Chairwoman Board of Trustees); IVF HARTMANN AG and IVF HARTMANN Holding AG (Chairwoman Board of Directors)
Professional experience/career path
1995 – 2014
Various roles as Audit Director at PricewaterhouseCoopers AG (PwC), Zurich, Silicon Valley and Lausanne
2014 – 2016
Self-employed management consultant
2014 – 2020
Board of Directors Valora Holding AG, Muttenz
2016 – present
Founder and Managing Partner 2bridge AG, Uster
Member since 01.07.2020, elected until 2024 Committees: Finance (since 01.07.2020) Executive MBA University of St. Gallen (HSG), self-employed, professional director
Major mandates
TX Group AG, Zurich (Board of Directors), Goldbach Group AG, Küsnacht (Board of Directors); Goldbach Media (Switzerland) AG, Küsnacht (Board of Directors); Zürichsee Medien AG, Zurich (Board of Directors); Right To Play Switzerland (Board of Trustees); Dimabay GmbH (Chairman Advisory Board)
Professional experience/career path
1998 – 2001
Head of Finance & Controlling at Ringier Europa, Zurich
2000 – 2003
Head of Ringier Romania and Hungary
2003 – 2012
Various roles at Tamedia, including Head of Media Switzerland and Head of Digital, Group CFO
2013 – 30.06.2020
CEO of Tamedia, and of the TX Group from 01.01.2020
01.07.2020 – present
Self-employed, professional director
Member since 01.07.2020, elected until 2024 Committees: ADH (strategic issues, since 01.07.2020), Finance (until 30.06.2022), Audit (since 01.07.2022) MBA University of Hohenheim, Stuttgart (DE)
Self-employed, professional director
Major mandates
Food & Drink Europe Federation, Brussels (Chairman Board of Directors)
Professional experience/career path
1988 – 2000
Various roles at KRAFT Jacobs Suchard, Zurich and Bremen (DE), including Director European Sales
2000 – 2012
Various roles at KRAFT Foods Zurich, Madrid (ES) and London (GB), as President Coffee Global and Europe; Vice President, General Manager Iberia; Vice President and General Manager Tassimo Global; Senior Director Sales Kraft Foods International
2013 – 2019
Executive Vice President and Chairman of Mondelez Europe, Zurich
01.07.2020 – present
Self-employed, professional director
Prof. em. Dr. oec. Emeritus Universität der Bundeswehr München (DE) and associate lecturer at the University of St. Gallen
Major mandates
Education and Business Council of the Benedictine monastery Disentis (member); Spitex Fricktal AG, Münchwilen (Chairman Board of Directors); SGO-Stiftung for practical management research Zurich (Board of Trustees); MBF Foundation, Fricktal (Chairman Board of Trustees)
Professional experience/career path
1984 – 1988
Management consultant at ATAG Ernst & Young, Basel and Zurich
1988 – present
Academic advisor at the management consultancy B&RSW AG, Zurich
1993 – 2020
Professor of International Management at Universität der Bundeswehr München (DE)
Internal members
Managing Director Migros Valais
Member since 2005, elected until 2024 Committee: Migros Retail Swiss Federal Diploma in Marketing Management, EMBA Business School Lausanne
Major mandates
Migros Logistique Lémanique SA (Chairman Board of Directors); Fondation Pré Vert du Signal de Bougy (Board of Trustees); G. and A. Duttweiler Foundation (Board of Trustees); Adele Duttweiler Prize Foundation (Board of Trustees); Casino des Alpes SA (Board of Directors)
Professional experience/career path
1977 – 1980
Sales apprenticeship Migros Valais
1981 – 1983
Migros Zurich
1984 – 2000
Various roles in marketing and sales Migros Valais
2000 – 2005
Member of the Executive Board Migros Valais
2005 – present
Managing Director Migros Valais
Baker and confectioner
Member (employee representative) since 2009, elected until 2024
Head of In-Store Bakeries Valais, Jowa AG
Major mandates
None
Professional experience/career path
Until 2006
Various roles at Migros Cooperative Valais
2006 – 2010
Head of In-Store Bakeries, Marketing Department, Migros Cooperative Valais
2011 – 2013
Head of In-Store Bakeries, Branch Production Department, Jowa AG
2013 – 2018
Head of In-Store Bakeries Valais, Jowa AG
2019 – present
Deputy manager of In-Store Bakeries Suisse Romande, Jowa AG
Managing Director Migros Zurich
Member since 2010, elected until 2024 Committees: Migros Retail, Finance (since 30.01.2020)
Swiss Federal Diploma in Marketing Management, Business Administration HWV
Major mandates
Movemi AG (Chairman Board of Directors); Migros Fachmarkt AG (Chairman Board of Directors); Ospena AG (Chairman Board of Directors); “Im Grüene” Foundation, Rüschlikon (Board of Trustees); Adele Duttweiler Prize Foundation (Board of Trustees); Tegut Holding (Chairman Advisory Board)
Professional experience/career path
Until 1993
Various roles in marketing, sales, catering and management consulting
1993 – 1997
Senior Product Manager/Key Account Manager, Doetsch Grether AG
1997 – 2009
Member of the Executive Board Migros Basel and Migros Deutschland
2010 – present
Managing Director Migros Zurich
Managing Director Migros Neuchâtel-Fribourg Member since 2017, elected until 2024 Committees: Migros Retail, Governance (since 20.05.2021)
Trained chef
Major mandates
Marin Centre SA (Chairman Board of Directors), Adele Duttweiler Prize Foundation (Chairman Board of Trustees); Fondation Pré Vert du Signal de Bougy (Board of Trustees); Strega SA (Chairman Board of Directors); Au Léopold SA (Chairman Board of Directors); Chambre neuchâteloise du commerce et de l’ industrie (Board of Directors)
Professional experience/career path
1986 – 2000
Various roles at Migros Neuchâtel-Fribourg
2000 – 2002
Head of Catering Migros Neuchâtel-Fribourg
2003 – 2011
Head of Sales Migros Neuchâtel-Fribourg
2012 – 2017
Head of Expansion, Logistics and Catering Migros Neuchâtel-Fribourg
2017 – present
Managing Director Migros Neuchâtel-Fribourg
Member since 2019, elected until 2024 Committee: Migros Retail
Swiss Federal Diploma in Accountancy
Major mandates
Miduca AG (Vice Chairman Board of Directors); Migros Logistique Lémanique SA (Vice Chairman Board of Directors), Migros Verteilbetrieb AG (Board of Directors); Migros Pension Fund (Board of Trustees), Kornhof Sèri (Chairman Board of Directors); Fondation Pré Vert du Signal de Bougy (Chairman Board of Trustees); Adele Duttweiler Prize Foundation (Board of Trustees)
Professional experience/career path
1983 – 1988
Mandate management, Coopers & Lybrand Treuhand, Lausanne
1988 – 1989
Head of Accounting, Bujard Fils S.A., Lutry
1989 – 1993
Head of Accounting, Danzas Voyages SA, Geneva and Zurich
1993 – 1998
Head of Finance, Administration, IT, HR and Education, Optigal S.A., Lausanne
1999 – 2008
CFO and member of the Executive Board at REDACTS Switzerland and Italy (La Redoute, VertBaudet) VPC, Montreux
2008 – 2010
Head of HR & Security Migros Vaud (Executive Board)
2010 – 2015
Head of HR, Finance and Security Migros Vaud (Executive Board)
2016 – 2018
Head of Marketing and Sales supermarkets/hypermarkets, specialist markets, Gastro Migros Vaud (member of the Executive Board)
2019 – present
Managing Director Migros Vaud
Managing Director Migros Eastern Switzerland Member since 2015, elected until 2024
Committees: Migros Retail, Governance (since 29.05.2021); Finance Committee (since 01.01.2022)
Engineering diploma (HTL) dairy industry
Major mandates
Migros Fachmarkt AG (Board of Directors); Adele Duttweiler Prize Foundation (Board of Trustees); Denner AG (Board of Directors)
Professional experience/career path
1995 – 2007
Various roles at the Federation of Migros Cooperatives, Zurich
2008 – 2014
Head of Supermarkets Migros Eastern Switzerland
2015 – present
Managing Director Eastern Switzerland
Managing Director Migros Geneva
Member since 2014, elected until 2024 Committee: Migros Retail Diploma in hotel and restaurant management (EHL), Stanford Executive Program
Major mandates
Bamica SA (Chairman Board of Directors); Centre Balexert SA (Chairman Board of Directors); Migros Fachmarkt AG (Board of Directors); Société Anonyme Migros France SA/SAMEF SA (Chairman Board of Directors); Migros Logistique Lémanique SA (Board of Directors), S.R.M. (Société des Restaurants Migros) Sàrl (Board of Directors); SIMGA SA (Société Immobilière du Marché de gros de l’ Alimentation (Chairman Board of Directors); Smood SA (Board of Directors); Fondation Pré vert du Signal de Bougy (Board of Trustees); Adele Duttweiler Prize Foundation (Board of Trustees); Fondation Camille Binzegger (Chairman Board of Trustees); Bagros (Board of Directors); b-Sharpe SA (Board of Directors)
Professional experience/career path
1990 – 2001
Various roles at McDonald’s
2001 – 2009
CEO SV (Schweiz) AG Dübendorf
2010 – 2012
CEO SV Group AG Dübendorf
2014 – present
Managing Director Migros Geneva
Project Manager FMC Communications & Media Division Member (employee representative) since 01.07.2020, elected until 2024
Lic. phil. English Studies, Université de Paris-Sorbonne (FR)
Major mandates
None
Professional experience/career path
2008 – 2013
Various roles at Rose d’Or Fernseh Festival, Lucerne and Geneva, as Project Manager and TV Competition Coordinator
2014 – 2016
Various roles at joiz CH and joiz IP, Zurich, as Senior Project Manager, Key Account Manager and Producer
2017 – 2018
Project Manager and Head of Video Division Migros Media, Federation of Migros Cooperatives, Zurich
2018 – present
Project Manager Communications & Media Division, Federation of Migros Cooperatives, Zurich
Managing Director Migros Ticino
Member since 01.12.2021, elected until 2024 Committee: Migros Retail (since 01.12.2021) Business Administration FH Winterthur
Major mandates
Activ Fitness Ticino SA (Chairman Board of Directors); Mitico Ticino SA (Chairman Board of Directors); Adele Duttweiler Prize Foundation (Board of Trustees); DISTI (Board of Directors); MovimenTI (Vice Chairman)
Professional experience/career path
1993 – 2007
Various roles in the Swiss Air Force, lastly as Careers Officer
2007 – 2017
CEO Unione Farmaceutica Distribuzione SA (UFD), Lugano
2014 – 2017
Head of Sales Pharmacies/Drugstores/Hospitals CH, Galexis AG, Niederbipp (Galenica Group)
2017 – 2019
Chief Operating Officer Pharmacies and Sales Amavita & Sun Store, GaleniCare Management SA (Galenica Group)
2020 – 2021
Head of Amavita, GaleniCare Management SA (Galenica Group)
01.12.2021 – present
Managing Director Migros Ticino
Chairman of the Board of Directors Migros Lucerne
Member since 2012, elected until 2024 Committee: Migros Retail
Lic. phil. II, SLA University of Bern
Major mandates
Barkenhafen AG, Nidau (Chairman Board of Directors); Fralimo AG, Nidau (Chairman Board of Directors); Central Switzerland Chamber of Commerce and Industry IHZ, Lucerne (Board of Directors)
Professional experience/career path
1987 – 1989
Trainer/Project Manager, Ascom Hasler AG, Bern
1989 – 1993
Head of Training and Personnel Affairs Migros Bern
1998 – 2001
Head of Club Schools/Leisure Centres Migros Aare
2002 – 2005
Head of Supermarket South/Gastro Migros Aare
2005 – 2012
Head of Sales/Marketing Supermarket/Catering Migros Aare
2012 – 30.06.2020
Managing Director Migros Lucerne
01.07.2020 – present
Chairman of the Board of Directors
Managing Director Migros Aare
Member since 01.04.2022, elected until 2024 Committee: Retail Migros (since 01.04.2022) Federally certified marketing manager
Major mandates
Capricorn Holding AG (Vice Chairman Board of Directors), Kilcher Transporte AG (Chairman Board of Directors), MISENSO AG (Vice Chairman Board of Directors), Fachmarkt AG (Board of Directors), Migros Online (Board of Directors), MA Ventures AG (Chairman Board of Directors)
Professional experience/career path
1995 – 2009
Various roles at Migros Aare
2010 – 2013
Head of Specialist Markets Migros Aare
2013 – 2017
Head of Supermarkets and Catering Migros Aare
2017 – 2021
Head of Supermarkets Migros Aare, most recently Head of Retail
Since 01.04.2022 – present
Managing Director Migros Aare
Managing Director Migros Basel
Member since 01.01.2022, elected until 2024 Committee: Migros Retail (since 01.01.2022) MA in Business Administration, University of Zurich
Major mandates
Migros Fachmarkt AG (Board of Directors); Park “Im Grünen” Foundation Münchenstein (Board of Trustees); Adele Duttweiler Prize Foundation (Board of Trustees)
Professional experience/career path
2008 – 2017
Various roles at LIDL Schweiz AG, lastly as Head of Sales
2017 – 2019
Change Transformation Officer, Magazine zum Globus AG
2020 – 2021
Chief Sales Officer and member of the Executive Board, Magazine zum Globus AG
01.12.2021 – present
Managing Director Migros Basel
Chief Executive Officer FMC
Member since 2018, elected until 2024 Committee: Migros Retail
Lic. oec. University of Neuchâtel, postgraduate course in statistics, University of Neuchâtel
Major mandates
Denner AG (Board of Directors); Digitec Galaxus AG (Board of Directors); Hotelplan Management AG (Chairman Board of Directors); Medbase AG (Chairman Board of Directors); Migros Bank AG (Chairman Board of Directors); Migros Beteiligungen AG (Chairman Board of Directors); Migros Digital Solutions AG (Board of Directors); Migros Vita AG (Chairman Board of Directors); Adele Duttweiler Prize Foundation (Board of Trustees); “Im Grüene” Foundation, Rüschlikon (Vice Chairman Board of Trustees)
Professional experience/career path
1993 – 1994
Store Manager, Coop
1994 – 1996
Sales Manager Obtech Medical AG
1996 – 2000
Various sales roles at Migros Neuchâtel-Fribourg
2001 – 2005
Head of Marketing & Logistics, Deputy Director Migros Neuchâtel-Fribourg
2005 – 2012
Managing Director Migros Neuchâtel-Fribourg
2012 – 2017
Member of the FMC Executive Board, Head of Human Resources, Cultural & Social Affairs, Leisure Department
2018 – present
Chief Executive Officer FMC
Committees
The FMC 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.
Remuneration and Nominations Committee
The Remuneration and Nominations Committee is responsible for matters relating to staff remuneration and nomination. It prepares and submits proposals to the Board of Directors on remuneration of the Migros organs and the salary bands of 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 Chair 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 Chair of the FMC Board of Directors and CEO are elected, taking into account the voting regulations, and submits nominations to the Board of Directors. In addition, it supports the Board of Directors in reviewing the proposal for members of the Executive Board, submitted by the CEO. The Committee also submits a proposal to the Board of Directors for external board members of Federation of Migros Cooperatives (FMC) subsidiaries that have permanent external boards of directors.
Where there is a conflict of interests, the members concerned do not participate. The Committee consists exclusively of external, independent members. In the case of impending nominations, two additional members may join the Committee. The Committee met three times in 2022. The extended committee for CEO succession met five times in addition.
- Ursula Nold (Chairwoman, external, independent)
- Jean-René Germanier (external, independent)
- Marianne Janik (external, independent)
Audit Committee
The Audit Committee supports the Board of Directors in the supervision and review of the accounting and financial reporting of the FMC and the Migros Group, the Board of Control and 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 Board of Directors’ responsibility. The Audit Committee has no decision-making powers, except for those related to the audit plan and fee budget for the external and internal auditors.
In performing its duties, the Committee has unrestricted access to the management of all group companies and their business records and documents. It 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 on the results of its inspections and proposes appropriate measures when necessary. It consists exclusively of external, independent members. It met four times in 2022.
- Hans A. Wüthrich (Chairman, external, independent)
- Dominique Biedermann (external, independent)
- Paola Ghillani (external, independent)
- Cornelia Ritz Bossicard (external, independent)
- Hubert Weber (external, independent), from 01.07.2022
Finance Committee
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, and large investments or divestments by the FMC and its subsidiaries (provided that these fall within the remit of the Board of Directors). It also makes recommendations to the Board of Directors.
The Finance Committee consists primarily of external, independent members. It met five times in 2022.
- Martin Künzi (Chairman, external, independent)
- Joerg Blunschi (internal)
- Peter Diethelm (internal)
- Christoph Tonini (external, independent)
- Hubert Weber (external, independent), until 30.06.2022
Migros Retail Committee (ADH)
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 Retail Committee formulates binding procedural plans, priorities and actions 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 and members of the Executive Board (no voting rights). Having only internal members on the Migros Retail Committee 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 that help coordinate the core business. Close coordination of the core business is essential.
Two additional external members advise the Board on deliberations and decision making in the treatment of strategic issues. The 17 (or 19) members of the Committee met on seven occasions in 2022.
- Fabrice Zumbrunnen (Chairman, internal)
- Max Alter
- Jörg Blunschi
- Jean-Marc Bovay
- Anton Chatelan
- Peter Diethelm
- Philippe Echenard
- Mattia Keller
- Guido Rast
- Reto Sopranetti
- Anita Weckherlin
Additional strategic issues:
- Paola Ghillani (external, independent)
- Hubert Weber (external, independent)
Six members of the Executive Board (no voting rights, all internal).