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Corporate governance report 2022
CALIDA GROUP
1. Group structure and shareholders
1.1 GROUP STRUCTURE
1.1.1 OVERVIEW OF THE GROUP'S OPERATING STRUCTURE
The chart below shows the Group's operating structure as of year-end:
CEO
TIMO
SCHMIDT-EISENHART
GENERAL MANAGER
AUBADE
PHILIPPE
BERNAUD
GENERAL MANAGER
CALIDA
ALEXANDRA
HELBLING
GENERAL MANAGER
LAFUMA MOBILIER
ARNAUD
DU MESNIL
GENERAL MANAGER
COSABELLA
GUIDO
CAMPELLO
GENERAL MANAGER
ERLICH TEXTIL
SARAH GROHÉ
BENJAMIN SADLER
GENERAL MANAGER
REICH ONLINE SOLUTIONS
NORBERT
DENGEL
CFO
SACHA D.
GERBER
COO
DANIEL
GEMPERLE
CHRO
MANUELA
OTTIGER
General Manager
Group function and member of Executive Management
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Annual report 2022 CALIDA GROUP Corporate governance report 2022
1.1.2 LISTED COMPANIES IN THE CONSOLIDATED GROUP
The registered shares of CALIDA Holding AG ("the Company"), with registered offices in Oberkirch (Switzerland), are traded on the SIX Swiss Exchange (ISIN CH0126639464, ticker symbol CALN). Market capitalisation came to approximately CHF 397.9 million as of the reporting date 31 December 2022.
1.1.3 UNLISTED COMPANIES
IN THE CONSOLIDATED GROUP
The annual report provides details of unlisted companies in the consolidated group in the section "Scope of consolidation" on page 42 onwards in the "CALIDA GROUP Consolidated financial statements 2022" chapter.
com/de/resources/notifications-market-participants/significant-shareholders.html
Shareholdings of the members of the Board of Directors and Executive Management are presented in detail within the relevant section on page 90 of the notes to the financial statements 2022 of CALIDA Holding AG, which form part of this annual report. The Company is not aware of any further significant shareholders within the meaning of article 120 FinMIA.
1.3 CROSS-SHAREHOLDINGS
There are no cross-shareholdings.
1.2 SIGNIFICANT SHAREHOLDERS
The following shareholders reported that they held more than 3% (directly and/or indirectly) of the share capital of CALIDA Holding AG recorded in the commercial register as of the reporting date 31 December 2022.
Shareholder group of | ||
Kellenberger family members | 33.6% | |
Veraison Capital AG | 10.0% | |
Vontobel Fonds Services AG 1) | 5.1% | |
Swisscanto Fondsleitung AG 2) | 5.0% | |
UBP Asset Management (Europe) SA 3) | 3.0% | |
- According to the report to SIX Swiss Exchange as of 8 March 2012, Vontobel Fonds Services AG holds 5.06%.
- According to the report to SIX Swiss Exchange as of 24 June 2022, Swisscanto Fondsleitung AG holds 4.9995%.
- According to the report to SIX Swiss Exchange as of 17 November 2022, UBP Asset Management (Europe) SA holds 3.034%.
The Company makes disclosures about significant shareholders if it receives disclosure notifications in the reporting period pursuant to article 120 Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (Fin- MIA). Parties subject to the notification requirement have to disclose shareholdings when their voting rights in CALIDA Holding AG reach, exceed or fall below the thresholds of 3, 5, 10, 15, 20, 25, 33 ⅓, 50 or 66⅔ percent.
All disclosure notifications of shareholdings in CALIDA Holding AG are available on the disclosure office's electronic publication platform at: https://www.ser-ag.
2. Capital structure
2.1 CAPITAL AS OF 31 DECEMBER 2022
The ordinary share capital of the Company amounts to approximately CHF 842'000, divided into 8'422'751 registered shares with a par value of CHF 0.10 each. As of 31 December 2022, the ordinary share capital entered in the commercial register amounted to approximately CHF 839'000, corresponding to 8'385'037 registered shares.
The available conditional capital amounts to approximately CHF 19'000. This equates to 187'249 registered shares with a par value of CHF 0.10 each.
2.2 AUTHORISED AND
CONDITIONAL CAPITAL IN PARTICULAR
There is no authorised capital. The conditional capital is used for participation plans for employees and members of the Board of Directors of the Company or of Group companies. A subscription right for shareholders is excluded. Options for registered shares of CALIDA Holding AG were issued in accordance with a plan prepared by the Board of Directors.
2.3 CHANGES IN CAPITAL
The statement of changes in shareholders' equity in the financial statements 2022 of CALIDA Holding AG, which form part of this annual report, contains details of the changes in capital for the last three reporting periods in the respective section on page 86.
2.4 SHARES AND PARTICIPATION CERTIFICATES
The number of shares and their par value are shown in section 2.1 above. The Company has one share catego-
ry. Therefore, there is a constant ratio of par value to voting power (one share, one vote principle). Each registered share has a par value of CHF 0.10 and gives the shareholder unrestricted entitlement to the divi- dend. The capital is fully paid in. The Company has not issued any participation certificates.
2.5 DIVIDEND-RIGHT CERTIFICATES
The Company has not issued any dividend-right cer- tificates.
2.6 LIMITATIONS ON TRANSFERABILITY AND NOMINEE REGISTRATIONS
2.6.1 LIMITATIONS ON TRANSFERABILITY FOR
EACH SHARE CATEGORY, ALONG WITH AN INDICATION OF STATUTORY GROUP CLAUSES, IF ANY, AND RULES FOR GRANTING EXCEPTIONS
The Articles of Incorporation do not provide for any limitations on transferability of registered shares.
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2.6.2 REASONS FOR GRANTING EXCEPTIONS IN THE REPORTING PERIOD
The Articles of Incorporation do not provide for any limitations on transferability of registered shares.
2.6.3 ADMISSIBILITY OF NOMINEE REGISTRATIONS, ALONG WITH AN INDICATION OF PERCENT CLAUSES, IF ANY, AND REGISTRATION CONDITIONS
The Company does not accept any nominee registra- tions.
2.6.4 PROCEDURE AND CONDITIONS FOR CANCELLING STATUTORY PRIVILEGES AND LIMITATIONS ON TRANSFERABILITY
There are no statutory privileges or limitations on transferability.
2.7 CONVERTIBLE BONDS AND OPTIONS
The Company has not issued any convertible bonds. For details of employee stock options, please refer to the section on share-based payments on page 69 onwards in the "CALIDA GROUP Consolidated financial statements 2022" chapter.
3. Board of Directors
3.1 MEMBERS OF THE BOARD OF DIRECTORS (BOD)
A) NAME, NATIONALITY, EDUCATION AND PROFESSIONAL BACKGROUND
HANS-KRISTIAN HOEJSGAARD
CHAIRMAN OF THE BOARD OF DIRECTORS
Nationality Danish
Born1958
Joined the BoD 13 May 2014 | Independent member of the Board of Directors
Term of office until the Annual General Meeting for fiscal year 2022
Committee Nomination & Compensation Committee, Chairman
Education Southern Denmark Business School (HD business graduate); Harvard Business School (Executive Education); INSEAD (Executive Education); The Wharton School of Business, University of Pennsylvania (Executive Education)
Professional background
CEO-Mentor at Mentore Consulting LLP, London; 2018-2019 CEO ad interim at the MCH Group AG, Basel; 2011-2017 CEO at the Oettinger Davidoff AG, Basel, 2014-2017 Board member; 2008-2009 CEO of the Timex Group B.V., New York and Chairman of the Board of Directors of Timex India; 2003-2007 CEO of Georg Jensen A/S, Copenhagen; 1998-2002 CEO of Lancaster Group (Coty), Paris; 1993-1998 Regional Managing Director, Asia Pacific, Guerlain (LVMH) Hong Kong; 1986-1993 Seagram International, Italy, Hong Kong, Thailand
Other activities Chairman of the Board of Directors of Bonhams, London (UK); Member of the Board of Directors | |
and vested | of Barclays Bank (Suisse) SA, Geneva |
interests | |
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Annual report 2022 CALIDA GROUP Corporate governance report 2022
STEFAN PORTMANN
VICE CHAIRMAN OF THE BOARD OF DIRECTORS
Nationality | Swiss |
Born | 1967 |
Joined the BoD | 21 April 2016 | Independent member of the Board of Directors |
Term of office | until the Annual General Meeting for fiscal year 2022 |
Committee | Strategic Committee, Chairman |
Education | University of Wales (Master in Science of Marketing), University of Maryland (EMBA) |
Professional | 2004-2014 Executive Management Schild AG, Lucerne; 1992-2004 Executive Management/ |
background | various management positions Herren Globus/Globus, Zurich and Spreitenbach |
Other activities | Since 2017 Board of Directors of Luzerner Kantonalbank AG, Lucerne; since 2013 Foundation |
and vested | Board of Pro Juventute (Chairman), Zürich; and on the Board of Directors of three further |
interests | |
non-listed companies: Piavita AG, Zürich; RP Invest AG, Zug; Stefan Portmann AG, Zürich | |
LAURENCE BOURDON-TRACOL
Nationality French
Born1972
Joined the BoD 14 April 2022 | Independent member of the Board of Directors
Term of office until the Annual General Meeting for fiscal year 2022
Committee Audit & Risk Committee, Chair
Education Master in Business Administration HEC Paris; Master's Degree in International Management University of Cologne
Professional background
Since 2021 Chief Financial Officer of Skyscanner, 2020 - 2021 VP Finance: global finance function at Skyscanner, 2008 - 2019 eBay Inc., Switzerland and California, various finance roles;
2004 - 2008 Xilinx, California, internal audit; 2000 - 2004 Ernst & Young, San Jose and 1995 - 2000 Ernst & Young, Paris, audit
Other activities Member of the Board of Directors of Gousto UK
and vested interests
PATRICIA GANDJI
Nationality | German |
Born | 1970 |
Joined the BoD | 14 April 2022 | Independent member of the Board of Directors |
Term of office | until the Annual General Meeting for fiscal year 2022 |
Committee | Strategic Committee, member |
Education | Accounting and Finance, University of Applied Sciences in Landshut, Germany |
Professional | Since 2020, Chief People Officer of Richemont; since 2017, CEO global regions at Richemont, |
background | 2007 - 2017 various leadership roles at Cartier |
Other activities | Since 2021 Member of the Board of Directors of the Creative Academy, Milan; |
and vested | since 2017 Member of the Board of Directors of Richemont North America, New York City; |
interests | |
since 2017 member of the Board of Directors of Richemont Europe, Amsterdam | |
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GREGOR GREBER
Nationality Swiss
Born1967
Joined the BoD 17 April 2020
Term of office until the Annual General Meeting for fiscal year 2022
Committee Audit & Risk Committee, member
Education Business Economist KSZ, Higher Management School Zurich, Bank Clerk
Professional 2015 - 2021: Founder and Senior Partner at VERAISON Capital AG, Zurich;
background 2014, Founder and Executive Chairman of the Board of Directors of zRating AG, Zurich (Carve out from zCapital and sold to Inrat AG); 2008-2014 Founder, CEO and Delegate of the Board of Directors at zCapital AG, Zug; 2005-2008, Head of Corporate Finance, Member of the Management of Bank am Bellevue, Küsnacht; 2002-2005, Head of Equities Switzerland, Member of the Management at Lombard Odier, Zurich; 1999-2002, Global Head of Equities (Switzerland), Managing Director of Deutsche Bank, Zurich and before various other functions at UBS and Julius Bär
Other activities and vested interests
Since 2015 Founder and Chairman of the Board of Directors of NapaWine AG (and NapaGrill), Zürich; since 2015 member of the Board of Directors of VERAISON Capital AG and VERAISON SICAV; since 2021 Member of the Board of Directors of VT5 Acquisition Company, Pfäffikon and the Invenda Group AG, Lucerne; Ambassador Swiss Ventures (Swiss Ventures Group) Group, Zürich
ERICH KELLENBERGER
Nationality | Swiss |
Born | 1948 |
Reappointment | 17 April 2020 (previously from 22 September 1986 until 15 April 2019 on the BoD) |
to the BoD | |
Term of office | until the Annual General Meeting for fiscal year 2022 |
Committee | Strategic Committee, member |
Education | Leicester Polytechnic (textile engineering) |
Professional | Various operational functions in the CALIDA GROUP from 1970 to 2001 |
background | |
Other activities | Chairman of the Board of Directors of Blue Lemon AG, Lucerne and Board member of companies |
and vested | of the Blue Lemon Group |
interests | |
DR. LUKAS MORSCHER
Nationality Swiss
Born1963
Joined the BoD 15 April 2019 | Independent member of the Board of Directors
Term of office until the Annual General Meeting for fiscal year 2022
Committee Nomination & Compensation Committee, member
Education University of Basel (lic. rer. pol., Dr. iur.);
Harvard Business School (Advanced Management Programme)
Professional Since 1998 Attorney and since 2003 Partner at Lenz & Staehelin; 1996-1997 Attorney at Preston background Gates & Ellis, in the USA; 1995-1998 Attorney at Böckli Thomann & Partner, 1993-1995 Economic
Advisor at the Swiss State Secretariat for Economic Affairs (SECO)
Other activities and vested interests
Vice-Chairman of the Board of Directors of ONE.THING.LESS AG; Member of the Foundation Board of the EFORT Foundation
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Calida Holding AG published this content on 03 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2023 06:08:03 UTC.