The Board of Directors and the Executive Board of the Federation of Migros Cooperatives attach great importance to good corporate management. This includes internal controls and monitoring by means of integrated multi-level risk management and a compliance management system.
The Board of Directors of the Federation of Migros Cooperatives (FMC) has overall responsibility for compliance.
Migros has a central compliance function that is allocated to the FMC Legal & Compliance Directorate as a staff unit of the FMC Chief Executive Officer. It has direct access to the Chair of the Board of Directors at all times. A quarterly report is submitted to the Executive Board and the Audit Committee of the Board of Directors on compliance activities, the implementation status of the Group-wide Migros compliance management system (based on ISO 37301) and relevant compliance incidents.
Migros has a code of conduct that applies to all employees of the Migros Group.
As a fundamental element of its strategy, Migros is committed to acting responsibly and within the law, and to combating corruption in any form. Its compliance management system is therefore based on a code of conduct that applies to all employees of the Migros Group companies. The code of conduct was introduced in 2014 and a data protection principle was added in 2019. It was updated again in the reporting year to include the aspects of compliance with human rights, child labour and business partner due diligence. In addition, a reference has been included to new supplier access to the whistleblower system M-Concern, which had only been available internally in the past. The changes to the code of conduct came into effect on 1 January 2024.
The twelve principles contained in it are consolidated by various internal guidelines and information sheets. For the companies of the Migros Group, the guidelines on prevention of corruption, conflict of interest, adherence to competition and cartel law, and compliance with data protection provisions are the minimum requirements of the compliance system. Measures are taken to ensure that employees are regularly and appropriately trained on the relevant policies and procedures throughout the entire organisation.
The guidelines for assessing business partners were also adopted in the reporting year and are being implemented as part of an ongoing, Group-wide interdisciplinary project. The companies now carry out a risk assessment of business partners.
In this respect, the integrity of employees is paramount. Migros expects all employees to take responsibility for their actions, always act in the interests of the company and avoid conflicts of interest. They must also show consideration for people, society and the environment, observe laws and rules, and report any breaches to the relevant internal reporting office.
In addition, employees of Migros Group companies in Switzerland and some foreign companies also have access to the internal whistleblower and integrity platform M-Concern. Incidents can be reported to it anonymously. Structured procedures are in place for dealing with reported grievances and conducting internal investigations.
Migros implements a comprehensive risk management system across all companies of the Migros Group. The FMC Board of Directors is responsible for its content. It defines the general framework for the risk management activities within the Migros Group, and ensures that risks are assessed on time and in the appropriate manner.
The FMC Board of Directors is regularly informed about the risk situation of the Migros Group companies and the strategic business units by the Executive Board. Based on this information, it assesses the impact of the material risks on the strategic business units and then makes a decision on further measures.
Internal auditing also provides a monitoring and control function. As it is institutionally independent of the operational business, its job is to identify any weaknesses in the risk management system and the internal control system, and to take measures to improve the effectiveness and efficiency of the monitoring and control processes.
The risk management process is integrated in the annual strategy and financial planning process. The results of the risk assessment are appropriately considered during the annual analysis of the corporate strategy.
Mitreva AG, an independent subsidiary of the Federation of Migros Cooperatives, has been appointed as the internal auditor of the Migros Community by the FMC Audit Committee and the boards of directors of the regional Migros Cooperatives. Its Board of Directors consists of independent experts.
Mitreva helps the business entities (the entire Migros Community) to achieve their objectives by ensuring an independent approach to the assessment, improvement and effectiveness of internal control processes. It reports to the Audit Committee and the Chief Executive Officer, and to the regional boards of directors and their managing directors.
The internal audit function is geared towards generating added value and optimising business processes.
The Chair of the Board of Directors is responsible for internal auditing, which is managed and monitored by the Audit Committee. The internal auditor reviews the audit plan approved by the committee. These auditing services are geared towards generating added value and optimising business processes. It supports the boards of directors and executives in achieving their objectives by assessing and continuously improving the effectiveness of risk management, controls (level 3) and governance (management and supervision processes) through a systematic and focused approach.
The findings and key points are presented quarterly to the Audit Committee and the Board of Directors; the Audit Committee regularly reviews the audit plans, the scope of the internal audit, the fees and the results.
The purpose of the foundation is to preserve the ideas of Migros’ founder. It acts independently of all Migros committees and organisations, and performs an advisory and ethical role. It also monitors adherence to the statutes and the contract between the FMC and the Cooperatives, and it approves the salary bands for Migros’ management and the mandate remuneration of the members of the FMC Board of Directors.
At the end of 2023, the Foundation Council comprised the following five members: