Board composition

The Board of Directors comprises seven members. Other than the Executive Chair, all members are independent in accordance with the Swiss Code of Best Practice for Corporate Governance and two members have been proposed for election by the reference shareholder Tiwel Holding AG. Each member is elected individually for a term until the completion of the next annual general meeting of shareholders. Except for the elections reserved to the shareholders’ meeting and subject to the provisions of the articles of association and mandatory statutory law, the Board of Directors constitutes itself. It appoints from among its members the Vice-Chair of the Board of Directors and the members of the Board committees (except for the members of the Remuneration Committee who are elected by the shareholders’ meeting). Additionally, the Board of Directors appoints an Independent Lead Director to mitigate the effects of the dual mandate and ensure checks and balances. Currently, the role of Vice-Chair of the Board and Lead Independent Director are combined.

Committees of the Board

There are currently five standing committees within the Board of Directors:

• The Audit Committee assesses the midyear and annual accounts and the activities of the internal and external auditors, the internal control system (ICS), and risk management.
• The Nomination Committee assesses the criteria for the election and re-election of the members of the Board of Directors and the Executive Committee and deals with their succession planning. 
• The Remuneration Committee supports the Board of Directors in establishing and reviewing Sulzer’s compensation systems and the compensation for the members of the Board of Directors and the Executive Committee.
• The Strategy and Sustainability Committee advises the Board of Directors on strategic matters (such as material acquisitions, divestitures, alliances, and joint ventures), the strategic planning, definition of development priorities and Sulzer’s sustainability efforts.
• The Governance Committee advises the Board of Directors with respect to check and balances in the executive chair model, oversees the compliance with the Swiss Code of Best Practice for Corporate Governance as well as legal and regulatory requirements and periodically reviews the principles of corporate governance.

Integrated sustainability governance

Sulzer embeds its sustainability activities in daily business and sets up suitable management frameworks, systems and processes. The Board of Directors is responsible for steering Sulzer’s sustainability efforts. The Board ensures that Sulzer’s solutions contribute to protecting the environment, that people and communities are safe, and that suitable management processes and systems are in place.

The Strategy and Sustainability Committee meets twice to three times a year and oversees how sustainability policies and programs support business goals and aspirations. The Executive Chair chairs the Committee. Depending on the topic, other members of the Executive Committee are also invited.