The General Meeting is the supreme executive body of Raiffeisen Switzerland. The General Meeting is composed of one representative from each Raiffeisen bank. The General Meeting consisted of 225 represented banks in the current year. Each bank can cast one vote at the General Meeting. Banks may only be represented by an elected proxy.
Covid-19 regulations led to the general meetings being held in written or electronic form in 2020. Based on this ordinance, the Board of Directors of Raiffeisen Switzerland decided to conduct the 2020 Ordinary General Meeting of Raiffeisen Switzerland by voting on an electronic platform instead of holding an in-person meeting. The General Meeting was thus conducted as a digital orientation event followed by electronic voting. The digital orientation event was attended by 317 individuals in total, including 255 Raiffeisen bank proxies representing a total of 210 Raiffeisen banks. The proxies of all 225 Raiffeisen banks cast their votes through an electronic platform.
The General Meeting passes its resolutions and conducts its elections on the basis of the absolute majority of the votes cast, except where the law or Articles of Association stipulate otherwise. To call an Ordinary General Meeting, the date, location and time of the meeting and the deadlines must be announced five months before the meeting. Applications to add items to the agenda must be submitted twelve weeks before the meeting. The agenda agreed by the Board of Directors, the documents supporting resolutions and any nominations must be sent out at least four weeks before the meeting. Shorter deadlines are permissible when convening an Extraordinary General Meeting.
The General Meeting has the following powers in particular:
- Changes to the Raiffeisen Switzerland Articles of Association
- Drawing up model articles of association for Raiffeisen banks
- Defining the Raiffeisen Group’s mission statement and long-term policy principles
- Approving the annual financial statements of Raiffeisen Switzerland, the appropriation of net earnings of Raiffeisen Switzerland, approving the consolidated financial statements of the Raiffeisen Group, approving the management report of the Raiffeisen Group, and ratifying the actions of the Board of Directors and the Executive Board
- Appointing and dismissing the members of the Board of Directors, its Chairman and the auditor for the purposes of the Swiss Code of Obligations for Raiffeisen Switzerland, and designating the auditor to be elected for the purposes of the Swiss Code of Obligations for Raiffeisen banks
The ratification of the actions of the Board of Directors and the Executive Board for the financial years 2017, 2018 and 2019 was not put on the 2020 agenda due to unresolved matters relating to the past.
Overview of the committees and their interaction:
Rules for collaboration between Raiffeisen Switzerland’s governing bodies and its owners were recently set out in the Articles of Association of Raiffeisen Switzerland. The Owners’ Meeting, an independent body comprising the Raiffeisen banks, is responsible for the owners’ strategy and the structure of the owners’ committees. The Board of Directors regularly communicates with the Raiffeisen Bank Council regarding strategic issues, while the expert committees assess projects, schemes and initiatives and thus communicate the Raiffeisen banks’ needs at an operational level. The owners’ new committees have no decision-making authority with regard to Raiffeisen Switzerland; their sole purpose is to share views.
Owners' Meeting (OM)
The Owners’ Meeting is where the Raiffeisen banks independently come together to adopt an owners’ strategy and set up an organisational structure for the Raiffeisen banks in order to exchange views with Raiffeisen Switzerland on political, strategic and operational matters. It is convened as often as business dictates. Usually, it is convened annually immediately before Raiffeisen Switzerland’s Ordinary General Meeting.
The Owners’ Meeting consists of one representative for each of all the Raiffeisen banks that hold stakes in Raiffeisen Switzerland. Each represented Raiffeisen bank has one vote.
Raiffeisen Bank Council (RB Council)
The Raiffeisen Bank Council (RB Council) was established to institutionalise collaboration between the Raiffeisen banks and Raiffeisen Switzerland. It serves as a bridge between the Raiffeisen banks and Raiffeisen Switzerland through a structured process for sharing opinions on strategy and business policy. In addition to reflecting on and assessing strategic and policy issues, the RB Council serves as a sounding board for the Board of Directors of Raiffeisen Switzerland and presents the banks’ perspective as the Raiffeisen Group continues to evolve.
The RB Council has no veto rights or decision-making authority of its own with regard to issues relating to Raiffeisen Switzerland. Its sole purpose is to enable the Raiffeisen banks and Raiffeisen Switzerland to exchange views and experiences on strategic matters. The RB Council cannot assume any tasks or powers from the Board of Directors of Raiffeisen Switzerland.
The RB Council was established in 2020 and conducted its business at five meetings, of which two were in person and three digital. The Board of Directors of Raiffeisen Switzerland extends invitations to the opinion- sharing meetings. Four meetings were held in 2020, with one physical and three digital meetings. The Chairman of the RB Council is Bruno Poli and the Vice-Chairman is Marlis Pfeiffer-Seiler.
Expert Committee Coordination (ECC)
Expert Committee Coordination exchanges views with the Executive Board of Raiffeisen Switzerland regarding operational issues. Being the senior governing body for the expert committees, it coordinates the activities of the various expert committees.
The ECC was established in 2020 and conducted its business at three meetings. The Chairman of the ECC is Hermann Marti, the Vice-Chairman Hervé Broch. It will hold its first opinion-sharing meeting with the Executive Board of Raiffeisen Switzerland in 2021.
In addition to reflecting on and assessing projects, schemes and initiatives, the standing expert committees present the banks’ perspective, particularly when new products, services, processes and systems are being aligned and developed. This allows the outcomes of these processes to reflect the banks’ concrete needs. The standing expert committees are advisory bodies that constantly communicate with Raiffeisen Switzerland on operational decision-making. The expert committees themselves have no veto rights or decision-making authority of their own with regard to issues relating to Raiffeisen Switzerland.
The members of the expert committees attended a kick-off event in 2020 that aimed to thoroughly prepare the eight committees to start work in January 2021.
Raiffeisen Switzerland Board of Directors
The Board of Directors is mainly responsible for the Group’s strategic development, financial management and overseeing the Executive Board of Raiffeisen Switzerland. The Board of Directors consists of nine members as at the balance sheet date. Anne Bobillier resigned from the Board of Directors on 30 September 2020. Only members of an affiliated Raiffeisen bank can become a member of the Board of Directors.
No member of the Board of Directors has been employed by Raiffeisen Switzerland in the last two years. In addition, no member of the Board of Directors has a business relationship with Raiffeisen Switzerland that would pose a conflict of interest due to its nature or scope.
The members of the Board of Directors possess in-depth knowledge of law, banking, finance, IT, real estate, risk management, compliance and auditing. Consequently, the members complement each other perfectly, which facilitates working together professionally in the interests of the entire banking group. With the specific skills of the Board of Directors’ members, Raiffeisen Switzerland is responding to the constantly rising demands on banking groups like Raiffeisen. Their wide-ranging profiles enable the Board of Directors to selectively manage and monitor the Raiffeisen Group’s strategic challenges and forthcoming transformation process.
All members of the Board of Directors are considered independent within the meaning of FINMA Circular 2017/1, paragraphs 18 – 22.
Members of the Board of Directors
as at 31 December 2020
Prof. Dr. Pascal Gantenbein
Thomas A. Müller
Dr. Beat Schwab
Karin Valenzano Rossi
Composition, election and term of office
The Board of Directors consists of nine to twelve members according to the Articles of Association. In filling these positions, attention is paid to ensuring an appropriate representation of the linguistic regions and banking authorities for the Raiffeisen banks. Half of the members of the Board of Directors must be representatives of the Raiffeisen banks. Members of the Board of Directors are elected for a two-year term (current term: 2020 to 2022) and can serve a maximum of twelve years on the Board of Directors. Members of the Board of Directors must step down at the end of the term of office in which they turn 70.
Internal organisation and delimitation of powers
The Board of Directors and its committees meet as often as business dictates, but at least four times a year pursuant to Art. 39 (1) and Art. 42 (4) of the Articles of Association of Raiffeisen Switzerland. The following table shows the number of meetings held by the Board of Directors and its committees in 2020. Ordinary meetings of the Board of Directors generally last an entire day, while committee meetings last half a day.
|2020||Board of Directors||Nomination and|
|Audit Committee||Risk Committee||Exchange BoD of RCH / RB Council, |
Exchange BoD of RCH / RB Council
|Number of meetings held||Total number||22||8||9||9||7||4|
|Members who missed no meetings||Total number||7||4||3||4||4||8|
|Members who missed one meeting||Total number||2||0||2||0||0||2|
|Members who missed two or more meetings||Total number||1||0||0||0||0||0|
|Meeting attendance, in %||Percentage||99||100||98||100||100||97|
|1 Various members of the Board of Directors also attend other meetings which are not included in the above presentation: strategy meetings, meetings with FINMA, meetings with regulators, annual meetings with representatives of the regional unions, chairman and head of bank forums in the spring and autumn, and other communication platforms with the regional unions. This list is not exhaustive.|
|2 The Board of Directors was composed of ten members between 1 January and 30 September. It has consisted of nine members since 1 October.|
|3 The Strategy and Finance Committee was composed of five members between 1 January and 30 September. It has consisted of four members since 1 October.|
|4 The body for discussion between the BoD of RCH and the RB Council / RB Council Committee consists of the BoD of RCH and the representatives of various Raiffeisen banks that make up the RB Council and the RB Council Committee. Between 1 January and 30 September, this body consisted of ten members from the BoD of RCH. It has consisted of nine members since 1 October.|
Resolutions are passed on the basis of the absolute majority of members present, or the absolute majority of all members for circular resolutions. The Chairman breaks tied votes. Resolutions are minuted. The Board of Directors meets once a year to review its own activities and positions. Individual members of the Executive Board attend the meetings of the Board of Directors and its committees in consultation with the Chairman of the Board of Directors and the chairperson of the committee, respectively. They can advise and have the right to put forward motions. The Board of Directors is kept informed of the activities of the Executive Board of Raiffeisen Switzerland in a number of ways. The Executive Board is also required to update the Board of Directors regularly on the financial position, earnings and risk situation, as well as on the latest developments and any unusual events at the Raiffeisen Group.
Under the Swiss Code of Obligations, the Articles of Association, and the Terms and Conditions of Business of Raiffeisen Switzerland, the main duties of the Board of Directors are to
- establish the business policy of the Raiffeisen Group, the risk policy and regulations and authorities required for running Raiffeisen Switzerland;
- pass the regulations necessary for the running of the Raiffeisen banks;
- resolve whether to accept or exclude Raiffeisen banks;
- prepare for the Delegate Meeting and execute the resolutions of this body;
- appoint and dismiss the auditor for the companies of the Raiffeisen Group;
- appoint and dismiss the Chairman and members of the Executive Board, the Head of Internal Auditing and their deputies;
- define the overall sum of variable remuneration and decide on the fixed and variable annual remuneration components for Executive Board members.
Moreover, the Board of Directors approves the strategy and financial planning, draws up the consolidated annual financial statements and the annual report of the Raiffeisen Group and of Raiffeisen Switzerland. Furthermore, it takes the planning and financial reporting of the Group company into account. The Board of Directors can appoint committees with responsibilities conferred for a fixed period or without limit. The Board of Directors may bring in external consultants in certain cases, as it did in 2020. The duties and powers of the standing committees are set forth in regulations and summarised below.
The powers exercised by the Board of Directors, its committees, the Chairman of the Executive Board and the Executive Board are specified in detail in the Articles of Association, the Terms and Conditions of Business and the authority levels of Raiffeisen Switzerland.
Committees of the Board of Directors
Strategy and Finance Committee
The Strategy and Finance Committee is responsible for:
- addressing strategically relevant developments, opportunities and challenges in the environment and for the Raiffeisen Group on a regular and systematic basis;
- preparing strategic initiatives in the Board of Directors and supervising their realisation (responsible for content);
- Providing the Board of Directors with strategic risk assessments
- arranging and supervising the form of strategy work of the Raiffeisen Group (responsibility for processes;
- Ensuring good corporate governance at the Raiffeisen Group
- passing resolutions on participations, investments, contractual obligations, expenditure and loans, to the extent that authority over these matters is assigned to the Committee;
- Dealing with tasks assigned by the Board of Directors and general support for the Board of Directors in performing its duties and responsibilities
The Audit Committee is responsible for:
- monitoring and assessing the financial reporting and integrity of financial statements;
- approving the annually budgeted fee of the auditing firm and the audit programme of the Internal Auditing department and presenting the results to the Board of Directors;
- analysing the audit reports of Raiffeisen Switzerland and the Group; ensuring that the objections contained therein are resolved and the recommendations are implemented;
- monitoring the activities, resources, competences, independence and objectivity of the auditing firm and the Internal Auditing department and assessing their performance and cooperation as well as the remuneration of the auditing firm
- Preparing for the appointment of the Head of Internal Auditing and presenting the results to the Board of Directors
- Preparing for the election of the regulatory audit company and the auditor for the purposes of the Swiss Code of Obligations and presenting the results to the Board of Directors
- application to the Board of Directors regarding the recommendation to submit the annual accounts to the General Meeting
The Risk Committee is responsible for:
- assessing the framework concept for Group-wide risk management at least once a year and arranging the necessary adjustments;
- Monitoring and assessing the effectiveness and appropriateness of the internal control system.
- annually reviewing the risk policy and risk limits of Raiffeisen Switzerland and the Group, and presenting the results to the Board of Directors;
- analysing the risk situation of Raiffeisen Switzerland and the Group;
- handling the reports issued by the Risk & Compliance department;
- Evaluating compliance with statutory, regulatory and internal rules, as well as market standards and codes of practice
- monitoring the implementation of risk strategies, particularly with regard to their compliance with the predefined risk tolerance and the risk limits according to the framework concept for Group-wide risk management;
- should a limit stipulated by the Board of Directors be exceeded, deciding on measures to reduce the risk and/or approve a temporary breach.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee is responsible for:
- Analysing trends and developments in the labour market
- ensuring strategically oriented leadership development and succession planning;
- reviewing the planning and measures for the retention and promotion of staff;
- Preparing all activities relating to employment conditions for executive managers and staff, including, without limitation, remuneration and retirement plans
- Preparing the remuneration report
- Setting up rules for Members of the Board of Directors, the Executive Board and employees trading for their own accounts.
- extending and monitoring loans to directors, officers and parties related to them within the scope of the regulations governing authority levels;
- Preparing for elections and presenting the results to the Board of Directors
Information and controlling tools vis-à-vis the Executive Board
The information and control instruments employed by the Board of Directors have been configured in compliance with the requirements defined by FINMA. The Raiffeisen Group has an established and proven management information system (MIS), which helps the Board of Directors fulfil its supervisory duties and oversee the powers transferred to the Executive Board.
The Board of Directors receives a final, comprehensive financial report every quarter. The report includes a year-on-year comparison, actual/plan comparison and expectations for each business segment and the entire Raiffeisen Group. These periodic reports are supplemented by analyses of relevant issues and developments. The minutes of the Executive Board meetings are also presented to the Chairman of the Board of Directors for inspection. In addition, individual Members of the Executive Board attend the meetings of the Board of Directors or committees in consultation with the Chairman of the Board of Directors or the chairperson of the committee, respectively, provide information on current issues and are available to provide information.
Risk and compliance
The Board of Directors is periodically updated on the risk situation. Every year, the Board of Directors is presented with a forward-looking risk analysis that serves to determine the Group’s annual risk tolerance and assess its resulting risk capacity. The Board of Directors receives a detailed quarterly risk report on the overall risk situation and the utilisation of the overall limits approved by the Board of Directors.
The Raiffeisen Group has an internal control system (ICS) that supports the proper conduct of business activities based on processes, controls, regulations, directives and corresponding measures. The Board of Directors receives an annual report on the adequacy and effectiveness of the internal control system.
The Raiffeisen Group has a compliance function and a Compliance department to ensure risk-oriented compliance with statutory and regulatory requirements. The Board of Directors receives an annual assessment of the compliance risk of the Group’s business activities and an activity report from the compliance function. Furthermore, the Board of Directors is given timely information on grave violations of compliance regulations or matters with major implications.
The Raiffeisen Group has an Internal Auditing department which reports to the Board of Directors and is independent of the Executive Board. This department supports the Board of Directors in fulfilling its oversight and control duties and has an unrestricted right to perform audits and obtain information within the bank. Internal Auditing reports to the Audit Committee, the Risk Committee and to the Board of Directors.
Executive Board of Raiffeisen Switzerland
The Executive Board of Raiffeisen Switzerland manages Raiffeisen Switzerland’s operational business. This involves in particular identifying influences and changes that have a bearing on the Raiffeisen Group’s environment, developing relevant strategies and ensuring that subsequent implementation measures are taken. In accordance with the legal and regulatory framework, the Executive Board is charged with the execution of the resolutions passed by higher bodies. Moreover, it provides the Group with competent, reliable, future- and success-oriented management. In addition, within the Raiffeisen Group, the Executive Board is responsible for ensuring financial management, Group risk management and compliance. Moreover, the Executive Board acts as a risk committee, handles budgeting and budget control, defines organisation structure and makes key personnel decisions.
The Executive Board of Raiffeisen Switzerland consists of the Chairman and seven other members who are elected by the Board of Directors of Raiffeisen Switzerland. Normally, the Executive Board meets once a week under the direction of the Chairman. The Executive Board has the power to pass resolutions if a majority of its members or their deputies are present. The Board passes most resolutions by consensus. If agreement cannot be reached, resolutions are passed by a simple majority, with the Chairman having the tie-breaking vote. Raiffeisen Switzerland business processes are handled by seven different departments (see organisational chart).
Members of the Executive Board
as at 31 December 2020
Urs P. Gauch
Dr. Christian Poerschke
Dr. Markus D. Voegelin
There are no management contracts with third parties at Raiffeisen.
Compensation and loans
Internal Auditing supports the corresponding activities within the Raiffeisen Group and supports the Board of Directors and its committees in the performance of their tasks. Auditing activities include, among other things, the objective and independent review of (i) the adequacy and effectiveness of the internal control system (ICS) and risk management, (ii) compliance with requirements set out in laws, regulations and the Articles of Association, and (iii) the proper functioning of the operational structure, accounting and IT. Furthermore, the Board of Directors may use Internal Auditing for special tasks such as special audits, project support or advisory services provided such engagements do not violate its independence requirements. Internal Auditing has unlimited auditing, information and access rights within the Raiffeisen Group.
Internal Auditing has a solid-line reporting relationship with the Board of Directors of Directors of Raiffeisen Switzerland. It has a dotted-line reporting relationship with the Audit Committee of the Board of Directors. Internal Auditing reports to the Audit Committee and, in its additional annual activity report, to the Board of Directors on matters relating to the Group and Raiffeisen Switzerland. Reports for Raiffeisen banks and Group companies are submitted to the appropriate board of directors. Internal Auditing conducts its auditing activities on the basis of an annual, risk-oriented audit schedule that is approved by the Board of Directors and coordinated with the auditing activities of the auditor for the purposes of the Swiss Code of Obligations and the regulatory auditing firm.
Auditor for the purposes of the Swiss Code of Obligations and regulatory auditing firm
The General Meeting of the Raiffeisen banks elects the auditor for the purposes of the Swiss Code of Obligations for a term of three years each time. In 2019, the auditor for the purposes of the Swiss Code of Obligations was selected based on a tender for the Group-wide auditing mandate for 2019 and 2020. PricewaterhouseCoopers Ltd has been the regulatory audit firm and the auditor for the purposes of the Swiss Code of Obligations of the individual Raiffeisen banks since June 2005. It is supported by Raiffeisen Switzerland’s Internal Auditing department when conducting the audits of the Raiffeisen banks required by FINMA under Swiss banking law.
Raiffeisen Switzerland and Group companies
Since the 2007 financial year, PricewaterhouseCoopers Ltd has been the regulatory audit firm and the auditor for the purposes of the Swiss Code of Obligations for the whole Raiffeisen Group. This includes not only the Raiffeisen banks but also the Group companies pursuant to note 7. The auditor is appointed by the delegates for a term of three years. PricewaterhouseCoopers AG was elected auditor for the purposes of the Swiss Code of Obligations and electable auditor for the Raiffeisen banks at the General Meeting for a period of three years (2018 to 2020) on 16 June 2018. The rights and obligations are governed by the provisions of the Swiss Code of Obligations.
The consolidated annual financial statements are audited by PricewaterhouseCoopers AG, St.Gallen. Rolf Birrer has been the lead auditor for the Raiffeisen Switzerland Cooperative and the consolidated annual financial statements of the Raiffeisen Group since the 2019 financial year. Stefan Keller Wyss has been the lead auditor for coordinating the audits of all Raiffeisen banks since the 2017 financial year.
The fees of the auditing firm amount to CHF 10.3 million for services relating to the full audit of the individual annual financial statements, the Group accounts and the audits under Swiss banking law, and CHF 0.4 million for tax advisory and other consulting services.
Information tools available to the regulatory audit firm
The risk assessment, the audit plan derived from it, and the auditors’ reports are examined by the Audit Committee and discussed with the auditor in charge. In 2020, the auditor in charge attended five meetings of the Audit Committee to discuss the audit company’s reports.
Supervision and control of the external auditor
The auditor, PricewaterhouseCoopers AG, fulfils the requirements of the Swiss Federal Banking Act and is licensed by the Federal Audit Oversight Authority to audit banking institutions. Each year, the Audit Committee assesses the performance, remuneration and independence of the external auditor and ensures cooperation with the Internal Auditing department. In this assessment, it also looks for conflicts between auditing activities and consulting mandates.
Election of Ernst & Young Ltd as the auditor for the purposes of the Swiss Code of Obligations and regulatory auditing firm from 2021
The General Meeting of Raiffeisen Switzerland elected Ernst & Young AG as the new auditor for the purposes of the Swiss Code of Obligations of the Raiffeisen Switzerland Cooperative and the Raiffeisen Group for the 2021 to 2023 financial years. Ernst & Young AG will simultaneously be replacing PricewaterhouseCoopers AG as the regulatory auditor starting from the 2021 financial year. The General Meeting of Raiffeisen Switzerland also named Ernst & Young AG as an electable auditor for the Raiffeisen banks.
Active, transparent and dialogue-driven communication is an integral part of the Raiffeisen Group’s corporate philosophy. One of the communication highlights in 2020 was the adoption of the Raiffeisen 2025 strategy by the Board of Directors of Raiffeisen Switzerland in June. Media outlets were also highly interested in the announcement of the partnership with Mobiliar and Raiffeisen’s exit from the Swiss Bankers Association as of 31 March 2021. In addition, Raiffeisen published numerous studies on investing, saving for retirement and the Swiss real estate market in the current year. Information was always provided as needed within the Raiffeisen Group and to the public in compliance with legal requirements.
Communication with various stakeholders – cooperative members, clients, employees and the general public – shall take place according to the principles of truthfulness, precision and consistency with the Raiffeisen Group’s actions. The most important sources of information in this regard are the website, business and annual reports, half-yearly reports and Raiffeisen Group press conferences and releases. The latest changes, developments and special events are published on time in an audience-friendly format in full compliance with ad hoc publicity directives. The publications and press releases are available on the Raiffeisen website. Cooperative members also receive extensive information in person directly from their Raiffeisen banks at the Annual General Meeting.