Corporate governance

Organisation of Raiffeisen Switzerland

General Meeting

The General Meeting is the supreme executive body of Raiffeisen Switzerland. The General Meeting is composed of one representative from each of the 219 Raiffeisen banks. Jede verfügt an der Generalversammlung über eine Stimme. 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 2021. Based on the relevant ordinance, the Board of Directors of Raiffeisen Switzerland decided to conduct the 2021 Ordinary General Meeting of Raiffeisen Switzerland as a digital orientation event followed by voting on an electronic platform. The digital orientation event was attended by 245 Raiffeisen bank proxies representing a total of 205 Raiffeisen banks. 40 people with no voting rights took part in the event. The proxies of 201 Raiffeisen banks cast their votes using 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:
  • Changing 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, resolution on 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 to 2020 was not put on the 2021 agenda due to unresolved matters relating to the past.

Extraordinary General Meeting

Following the unexpected resignation of Guy Lachappelle in July 2021, the Board of Directors of Raiffeisen Switzerland decided to hold an Extraordinary General Meeting to elect the new chairman and one further director. Under the Covid-19 regulations in force, the Extraordinary General Meeting was conducted as a hybrid orientation event followed by electronic voting. 291 representatives took part in the orientation event on 3 December 2021. Representatives of 211 Raiffeisen banks then took part in the election and voted between 3 and 7 December 2021. Thomas A. Müller was elected as Chairman of the Board of Directors with 76% of the votes and Sandra Lathion-Zweifel elected to the Board with over 94%.
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. 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.

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 of banking bodies of the Raiffeisen banks. As a rule, half of the members of the Board of Directors should be representatives of the Raiffeisen banks. Four out of nine members were representatives of a Raiffeisen bank in the year under review. 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.
The members of the Board of Directors possess in-depth knowledge of law, banking, finance, IT, real estate, risk management, compliance and auditing. Consequently, they 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 demands on a systemically important banking group. The 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, margin numbers 18–22.

Members of the Executive Board

as at 31 December 2021

Thomas A. Müller

Chairman of the Board of Directors

Chairman of the Board of Directors since 8 December 2021 (elected until 2022), Member of the Board of Directors since 2018, CH, 1965

Committees
  • Member of the Risk Committee (until 7 December 2021 Chairman of the Risk Committee)
Occupation
  • Independent Member of the Board of Directors and Chairman of the Swiss Takeover Board
Professional background
  • EFG International, Zurich and Lugano (2018): Group Chief Risk Officer / member of the Executive Board
  • BSI Bank (within EFG Group), Lugano (2016–2017): Chief Executive Officer
  • Bank J. Safra Sarasin Ltd, Basel (2010–2016): Group Chief Financial Officer / member of the Executive Board
  • Swiss Life Group, Zurich (2006–2009): Group Chief Financial Officer & Chief Risk Officer / member of the Management Board
  • Banca del Gottardo / Swiss Life Group, Lugano (2002–2005): Chief Financial & Risk Officer / member of the Executive Board
  • Marc Rich + Co Holding GmbH, Zug (1997–2000): Head of Trading Fixed Income
  • Credit Suisse / Schweizerische Volksbank, Zurich (1991–1997): Department Head of Treasury, member of Senior Management, Head of Asset & Liability Management, member of Management
Education
  • High Performance Boards, IMD Lausanne (2016)
  • Master of Business Administration (MBA), IMD Lausanne (2001)
  • Master of Economics (lic. rer. pol.), University of Bern (1986–1991)
Significant directorships and vested interests
  • Chairman of the Swiss Takeover Board, Zurich
  • Member of the Board of Directors of Società Navigazione del Lago di Lugano
  • Member of the Board of Directors of Twelve Capital Holding AG and Twelve Capital AG, Zurich
Memberships
  • SwissVR (association for company directors)

Prof. Dr Pascal Gantenbein

Vice Chairman of the Board of Directors

since 2017 (elected until 2022), CH, 1970

Committees
  • Chairman of the Risk Committee
  • Member of the Strategy and Finance Committee
Occupation
  • Full Professor of Financial Management at the Department of Economics as the University of Basel (since 2007), Dean of Studies at the Department of Economics (since 2015) and member of the Investment Committee of the University of Basel (since 2021)
Professional background
  • Lecturer in Corporate Finance at the University of St.Gallen Executive School (ES-HSG) (2008–2017)
  • Various visiting professorships (HEC Paris (FR), University of Geneva (CH), HEC Montréal / École des hautes études commerciales (CAN), Wits Business School / University of the Witwatersrand Johannesburg (SA)) (2006–2017)
  • Lecturer at the University of Liechtenstein (2004–2013)
  • Lecturer in Financial Management and Professor for Business Administration, focusing on finance, Swiss Institute of Banking and Finance, University of St.Gallen (1999–2007)
Education
  • Sabbaticals at the University of Southern California/USC (USA), the University of California Los Angeles/UCLA (USA), the University of Maastricht (NL) and the Indian Institute of Management Bangalore/IIMB (IND) (2003–2016)
  • Post-doctorate degree at the University of St.Gallen (HSG) (2000–2004)
  • Degree and doctorate in business administration at the University of St.Gallen (HSG) (1990–1999)
Significant directorships and vested interests
  • Advisory Board of Fahrländer Partner Raumentwicklung AG, Zurich
Memberships
  • The Royal Institution of Chartered Surveyors (RICS)
  • Urban Land Institute (ULI)
  • American Real Estate Society
  • Swiss-American Society

Andrej Golob

Member of the Board of Directors
since 2018 (elected until 2022), CH, 1965
Committees
  • Member of the Strategy and Finance Committee
Occupation
  • CEO Alltron AG, Mägenwil (from 1 February 2021)
Professional background
  • General Manager Business Development Germany, Austria, Switzerland and Managing Director Switzerland (2019–2021)
  • karldigital AG, Olten (2018–2019): Founder and Managing Partner
  • Equatex AG, Zurich (2015–2017): Chief Executive Officer
  • Swisscom AG, Zurich (2014–2015): Executive Vice President and member of the Executive Board of Swisscom Enterprise Customers
  • Swisscom IT Services Workplace AG, Zurich (2011–2013): Chief Executive Officer
  • Various senior management positions at Hewlett-Packard (1992–2011), including: Director Distribution Sales and Development Europe, Middle East & Africa (EMEA), Hewlett-Packard International, Dübendorf (2008–2011); Sales Director Corporate, Enterprise & Public Segment, Middle East, Mediterranean & Africa, Hewlett-Packard International, Dübendorf (2007–2008); Country General Manager of the HP Services division, Hewlett-Packard Switzerland, Dübendorf (2006–2007); Country General Manager of the Personal Systems Group division, Hewlett-Packard Switzerland, Dübendorf (2002–2006)
Education
  • Breakthrough Program for Senior Executives, IMD Lausanne (2007)
  • Master in Business Administration (lic. oec. HSG), Universität St.Gallen (1991)
Significant directorships and vested interests
  • Member of the Board of Directors of SwissDigiNet AG, Zurich
  • Chairman of the Board of Directors of Raiffeisenbank Olten
Memberships
  • Industrie- und Handelsverein Olten
  • Swiss Institute of Directors

Sandra Lathion-Zweifel

Member of the Board of Directors
since 2021 (elected until 2022), CH, 1976
Committees
  • Member of the Nomination and Remuneration Committee
  • Member of the Audit Committee
Occupation
  • Independent Member of the Board of Directors (since 2019)
Professional background
  • Lenz & Staehelin, Geneva (2018–2019): Counsel Banking & Finance
  • Swiss Financial Market Supervisory Authority (FINMA), Bern (2014–2018): Head of Department in the Asset Management division
  • Credit Suisse AG, Zurich (2010–2014): Head of Department Legal & Compliance Financial Products
  • Lenz & Staehelin, Zurich (2005–2010): Attorney Mergers & Acquisitions
Education
  • SIX Swiss Exchange Trader Examination, SIX Swiss Exchange AG, Zurich (2010)
  • Master of Laws (LL.M.), Columbia University Law School, New York, USA (2006–2007)
  • Admitted to the bar, Zurich (2004–2005)
  • Master of Laws (lic. iur.), University of Zurich (1996–2002)
Significant directorships and vested interests
  • Member of the Board of Directors and member of the Audit Committee, Swisscom AG, Worblaufen
  • Member of the Board of swissVR, Rotkreuz
  • Member of the Advisory Board, The Capital Markets and Technology Association (CMTA), Geneva
Memberships
  • Swiss Institute of Directors
  • Swiss Board Network
  • International Board Foundation
  • SwissVR (association for company directors)
  • SwissBoardForum

Thomas Rauber

Member of the Board of Directors
since 2018 (elected until 2022), CH, 1966
Committees
  • Chairman of the Nomination and Remuneration Committee
  • Member of the Audit Committee
Occupation
  • Manager/owner TR Invest AG, Tafers (since 2010)
Professional background
  • Meggitt Group (Meggitt PLC, Christchurch, UK) (1997–2010): CFO and Deputy General Manager, Meggitt SA, Villars-sur-Glâne, Fribourg (2008–2010), General Manager, Vibro-Meter France SAS (2005–2007), Finance Director, Vibro-Meter SA, Villars-sur-Glâne, Fribourg (1997–2005)
  • DANZAS (now DHL), Basel headquarters (1992–1997): Head of Controlling Eurocargo Division (1996–1997), Head Corporate Finance IT Coordination (1994–1996), Regional Controller (Europe) (1992–1994)
  • Swiss Bank Corporation, Basel (1990–1992)
Education
  • Executive General Management, IMD Lausanne (2005)
  • lic. rer. pol. Business Administration, University of Fribourg (1986–1990)
Significant directorships and vested interests
  • Member of the Board of Directors of Fastlog AG, Derendingen
  • Chairman of the Board of Directors of the Raiffeisenbank Freiburg Ost cooperative
Memberships
  • SwissBoardForum

Olivier Roussy

Member of the Board of Directors
since 2014 (elected until 2022), CH, 1964
Committees
  • Member of the Strategy and Finance Committee
  • Member of the Audit Committee
Occupation
  • Founder and manager of Major Invest SA, Consulting, Yverdon-les-Bains (since 2012)
Professional background
  • Major Invest SA, Yverdon-les-Bains (since 2012): Independent consultant (since 2020), independent financial consultant (since 2017), independent asset manager (2012–2017)
  • Freiburger Kantonalbank, Fribourg (2010–2011): Team Leader Private Banking; Deutsche Bank (Switzerland) Ltd, Geneva (2005–2010): Investment Manager
  • CS and UBS, Zurich, Geneva and Lausanne (1987–2000): Portfolio Manager / Investment Advisor / Relationship Manager
Education
  • BoD Certificate Swiss Board Institute (2017)
  • CIWM Certified International Wealth Manager AZEK (2005)
  • FAME Financial Asset Management and Engineering SFI (2003)
  • CIIA Certified International Investment Analyst AZEK (2003)
  • MBA Business School Lausanne (2002–2003)
Significant directorships and vested interests
  • Chairman of the Board of Directors of Major Invest SA, Yverdon-les-Bains
Memberships
  • Swiss Institute of Directors
  • SwissBoardForum

Dr Beat Schwab

Member of the Board of Directors
since 2018 (elected until 2022), CH, 1966
Committees
  • Chairman of the Strategy and Finance Committee
  • Member of the Nomination and Remuneration Committee
Occupation
  • Self-employed entrepreneur and independent Member of the Board of Directors (since 2017)
Professional background
  • Credit Suisse AG, Zurich (2012–2017): Head Real Estate Investment Management / Managing Director
  • Wincasa AG, Winterthur (2006–2012): Chief Executive Officer
  • ISS Schweiz AG / Sevis AG, Facility Management, Zurich/Basel (1999–2006): Member of the Executive Board / Director of Business Development
  • Credit Suisse First Boston, Zurich (1998–1999): Head of Fixed Income / Forex Research Switzerland, Director
  • UBS Economic Research, Zurich (1992–1997): Head of Economic Research & Sector Analyses, Vice President
Education
  • Master of Business Administration, Columbia University, New York (1996–1997)
  • Doctorate (Dr. rer. pol.), University of Berne (1993–1995)
  • Degree in economics (lic. rer. pol.), University of Berne (1987–1992)
Significant directorships and vested interests
  • Chairman of the Board of Directors of Zug Estates Holding AG, Zug
  • Member of the Board of Directors and Head of the Audit Committee of SBB Swiss Federal Railways, Berne
  • Member of the Board of Directors and Head of the Audit & Risk Committee of Varia US Properties AG, Zug
  • Member of the Foundation Council of SKB 1809, formerly Sparkasse Basel
  • Deputy Chairman of the Foundation for Art, Culture and History (SKKG), Winterthur
  • Chairman of the Board of Directors of Terresta Immobilien- und Verwaltungs AG, Winterthur
  • Member of the Board of Directors of Belplan Immobilien AG, Winterthur
Memberships
  • SwissVR (association for company directors)
  • The Royal Institution of Chartered Surveyors (RICS)

Karin Valenzano Rossi

Member of the Board of Directors
since 2018 (elected until 2022), CH, 1972
Committees
  • Member of the Risk Committee
  • Member of the Nomination and Remuneration Committee
Occupation
  • Self-employed attorney and notary, Lugano (since 1 June 2019)
  • Lecturer at Centro di Studi Bancari, Vezia (since 2004)
  • Lecturer and member of the Scientific Advisory Board, Certification Programme for Directors, Scuola universitaria professionale della Svizzera Italiana SUPSI (2021, 2022)
Professional background
  • Law firm of Walder Wyss AG, Zurich, and notary's offices of Jermini Valenzano, Lugano (2015–2019)
  • Partner, Spiess Brunoni Pedrazzini Molino, now Molino Adami Galante, Lugano (2001–2014)
  • Partner from 2009, notary since 2002, attorney
Education
  • BoD Corporate Governance, certificate of attendance for New BoD Designs: From Board of Directors to Design and Control Board, Swiss Board Institute (2019–2020)
  • Admitted to the Ticino Notaries Association (2002)
  • Admitted to the Ticino Bar Association (2000)
  • Law degree, University of Fribourg (1991–1997)
Significant directorships and vested interests
  • Member of the Board of Directors of Banca Raiffeisen Lugano
  • Member of the Board of Directors of Fidinam Holding SA, Lugano
  • Member of the Town Council, Lugano
Memberships
  • Swiss Bar Association (SAV)
  • Ticino Bar Association (OATi)
  • Ticino Notaries Association (OdNti)

Rolf Walker

Member of the Board of Directors
since 2018 (elected until 2022), CH, 1962
Committees
  • Chairman of the Audit Committee
  • Member of the Risk Committee
Occupation
  • Self-employed management consultant and independent Member of the Board of Directors (since 2018)
Professional background
  • Ernst & Young, Berne/Zurich (1988–2018): Management of international, national and regional audit mandates, from 2001 as partner, various consultancy mandates for financial service companies
  • President of the Banking Audit Expert Commission of EXPERTsuisse (2010–2018)
  • Head Professional Practice Financial Services at Ernst & Young AG (2004–2017)
  • Schweizerische Volksbank, Biel (1981–1985): various positions (client advisory, accounting)
Education
  • Qualified Swiss auditor, Kammerschule Bern (1991–1994)
  • Höhere Wirtschafts- und Verwaltungsschule Bern, MBA-equivalent degree (dipl. Kaufmann HWV) (1985–1988)
Significant directorships and vested interests
  • none
Memberships
  • Alumni EXPERTsuisse

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 2021. Ordinary meetings of the Board of Directors generally last an entire day, while committee meetings last half a day.
Meeting attendance1
2021Board of Directors2Nomination and Remuneration Committee3Strategy and Finance Committee4Audit Committee5Risk Committee6Exchange BoD of RCH / RB Council
Exchange BoD of RCH / RB Council Committee7
Number of meetings heldTotal number372014875
Members who missed no meetingsTotal number744443
Members who missed one meetingTotal number100005
Members who missed two or more meetingsTotal number100001
Meeting attendance, in %Percentage9810010010010083
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 nine members between 1 January and 31 July. From 1 August to 7 December it was composed of eight members, and since 8 December has again had nine members. 
3 The Nomination and Remuneration Committee was composed of four members throughout the year.
4 The Strategy and Finance Committee was composed of four members throughout the year.
5 The Audit Committee was composed of four members throughout the year.
6 The Risk Committee was composed of four members between 1 January and 17 August. From 18 August to 7 December it was composed of three members, and since 8 December has again had four members.
7 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 / RB Council Committee. The participant group of the BoD of RCH was composed of nine members between 1 January and 31 July, of eight members from 1 August to 7 December, and of nine members again since 8 December. 
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 authority levels required for running Raiffeisen Switzerland;
  • pass the regulations necessary for running the Raiffeisen banks;
  • resolve whether to accept or exclude Raiffeisen banks;
  • prepare for the General 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 note of the planning and financial reporting of the Group companies. 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 2021. 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 (responsible 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 providing general support for the Board of Directors in performing its duties and responsibilities.
Audit Committee
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, presenting the results to the Board of Directors;
  • analysing the audit reports for Raiffeisen Switzerland and the Group and subsequently ensuring that any objections contained therein are resolved and any 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;
  • presenting an application to the Board of Directors regarding the recommendation to submit the annual accounts to the General Meeting.
Risk Committee

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;
  • deciding, should a limit stipulated by the Board of Directors be exceeded, 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, particularly remuneration and retirement plan;
  • 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 controlling tools 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 give further details.
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.
Internal Auditing
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 and the Board of Directors.

Executive Board of Raiffeisen Switzerland

The Executive Board of Raiffeisen Switzerland manages the operational business of Raiffeisen Switzerland. This involves in particular identifying influences and changes that have a bearing on the Raiffeisen Group's environment, developing relevant strategies and ensuring that appropriate 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, while also ensuring implementation of the risk policy, the application architecture as well as monitoring and coordination of the subsidiaries. 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 as at 31 December 2021 consisted of the Chairman and six 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 2021

Heinz Huber

Chairman of the Executive Board (CEO)
since 2019, CH, 1964
Professional background
  • Raiffeisen Switzerland, St.Gallen (since 2019): Chairman of the Executive Board
  • Thurgauer Kantonalbank, Weinfelden (2007–2018): Chairman of the Executive Board (2014–2018), Member of the Executive Board (2007–2013)
  • Proprietor and CEO of a spin-off company
  • Member of the Executive Board of a global stock-exchange-listed IT company, Rotkreuz ZG, Basingstoke (UK) (2001–2006)
  • Credit Suisse, Zurich (1996–2001): Various roles in management
  • UBS AG, Horgen, Zurich, Zug (1981–1996): Apprenticeship, practice and management responsibility
Education
  • VR-CAS HSG (Certified Director for Board Effectiveness), Swiss Board School in cooperation with IMP-HSG University of St. Gallen
  • Advanced Management Program, Harvard Business School, Boston, USA
  • Master of Business Administration (MBA), University of Berne (Institute for Financial Management) and University of Rochester, NY, USA
  • Executive MBA (Master of Business Administration), Lucerne University of Applied Sciences and Arts
  • Federal Banking Diploma
Significant directorships
  • Member of the Board of Directors of Pfandbriefbank schweizerischer Hypothekarinstitute AG, Zurich

Helen Fricker

Head of Raiffeisen Bank Services department

since 2020, CH, 1967

Professional background
  • Raiffeisen Switzerland, St. Gallen (since 2011): Head of Raiffeisen Bank Services department / Member of the Executive Board, Head of Bank Relationship Management (2019 – 2020), Market Manager for Eastern Switzerland (2018–2019), Strategy Consultant and Deputy Head of Strategy Consulting (2015–2017), Head of Management Development (2011–2015)
  • bbz st.gallen ag, Bankenberatungszentrum, St. Gallen (part-time): Project Manager and Head of Staff Development
  • Zürcher Kantonalbank, Zurich (part-time): Management and leadership coach 
Education
  • Diploma of Advanced Studies in Bank Management (DAS), Lucerne University of Applied Sciences (2014 – 2015)
  • Executive MBA HSG, University St. Gallen (2003–2005)
  • Degree in psychology, majoring in business and organisational psychology, Institute of Applied Psychology IAP, Zurich (1992–1996)
Significant directorships
  • Member of the Board of Directors of Liiva AG, Zurich

Dr Robert Schleich

Acting Head of IT department
since 2021, CH, 1966
Professional background
  • Raiffeisen Switzerland, St. Gallen (since 2015): Acting Head of IT department (CIO) / Member of the Executive Board (since 2021)
  • Head of Application Management / Deputy COO (2020–2021)
  • Head of COO Office / Deputy COO (2015–2019)
  • Seneca International Group (2012–2015): IT consulting, turnaround management, M&A
  • Bank Julius Baer (2006–2012): Head of IT & Operations and Member of the Extended Executive Board
  • Credit Suisse (1995–2006): Global Chief Information Officer (CIO) and Member of the Global IT Management Committee (2005–2006)
  • Head of the Finance & Logistics Applications department and Member of the IT Management Committee of Credit Suisse (2004–2005)
  • Various roles in management (1995–2004)
Education
  • Doctorate (Dr. phil. II) in IT, University of Zurich (1995)
  • Certificate of Teaching Ability, ETH Zurich (1993)
  • Master in Computer Science, ETH Zurich (1992)
Significant directorships
  • Institute of Information Management, University of St. Gallen, Research Council
  • Member of the Board of Directors of Skischule Corvatsch-Pontresina AG
  • Member of the Board of Directors of Seneca International Group AG

Dr Christian Poerschke

Head of the Finance & Human Resources department (CFO)
since 2015, CH/DE, 1974
acting Head of the Operating Services department
since 1 December 2021
Professional background
  • Raiffeisen Switzerland, St.Gallen (since 2005): Head of the Finance & Human Resources department (CFO) / Member of the Executive Board (since 2018), Head of the Services department (COO) / Member of the Executive Board (2015–2017), Head of Corporate Development & Controlling (2007–2015), Head of Corporate Controlling (2005–2007)
  • EFTEC, EMSTOGO, Romanshorn (2002–2005): Business Development & Controlling
  • Roland Berger Strategy Consultants, Munich (2000–2002): Consultant
Education
  • Doctorate at Philipps University of Marburg (2007)
  • Business administration degree at the University of Münster (1996–2000)
  • Professional training in banking (1994–1996) at Deutsche Bank AG, Osnabrück
Significant directorships
  • Member of the Management Board and the Finance and Audit Committee of the Valida Foundation, St. Gallen
  • Chairman of the Board of Directors of the Raiffeisen Pension Fund and Raiffeisen Employer Foundation, St. Gallen

Roger Reist

Head of the Corporate Clients, Treasury & Markets department
since 2020, CH, 1976
Professional background
  • Raiffeisen Switzerland, St. Gallen (since 2020): Head of the Corporate Clients, Treasury & Markets department/Member of the Executive Board (since 2021), Head of the Treasury & Markets department/Members of the Executive Board (2020-2021)
  • Zürcher Kantonalbank, Zurich (2010–2020): Head of Foreign Exchange, Banknotes and Precious Metals (2019–2020), Head of Prime Finance Trading (2014–2019), Head of Securities Lending and Repo (2013–2014), Head of Fixed Income Securities Lending and Repo (2010–2013)
  • UBS Investment Bank, Zurich and London (2006–2010): trader in various areas including securities lending, repo and short-term interest rate trading (2007–2010), UBS Investment Bank employee (2006–2007)
  • PricewaterhouseCoopers International, Zurich (2005–2006): Auditor
  • Aargauische Kantonalbank, Aarau (1998–2001): Execution trader in shares and foreign exchange
Education
  • Certified International Investment Analyst (CIIA) (2010)
  • Chartered Alternative Investment Analyst (CAIA) (2007)
  • Master of Arts in Banking and Finance, University of Zurich (2000–2005)
Significant directorships
  • Chairman of the Board of Directors, Raiffeisen Unternehmerzentrum AG, Gossau
  • Member of the Board of Directors, Valyo AG, Baden

Dr Markus D. Voegelin

Head of the Risk & Compliance department (CRO)
since 2019, CH, 1969
Professional background
  • Raiffeisen Switzerland, St. Gallen (since 2019): Head of Risk & Compliance department (CRO)/Member of the Executive Board
  • Bank Vontobel AG, Zurich (2016–2019): Chief Risk Officer
  • Coutts & Co AG, Zurich (2007–2016): Chief Operating Officer (2013–2016), Chief Financial Officer (2009–2014), Finance Director (2007–2009)
  • Julius Baer, Zurich (2001–2007): Head of Private Banking Finance (2005–2007), Head of Business Line Management Private Banking (2005), Head Group Controlling (2002–2005), Head of Finance & Controlling Projects/Technology (2001–2002)
  • Management consultancy, Zug (1998–2000): Senior Consultant
  • UBS AG, Basel (1991–1998): Corporate clients, recovery management, group controlling
Education
  • Advanced Executive Program, Swiss Finance Institute (2008)
  • Doctorate, Dr. oec. publ., University of Zurich (1999)
  • Degree in economics, University of Basel, lic. rer. pol. (1991–1996)
Significant directorships
  • none

Roland Altwegg

Acting Head of the Products & Investment Services department.1
since 2021, CH, 1973
Professional background
  • Raiffeisen Switzerland, St. Gallen (since 2007): Head of Products & Investment Services/Acting Member of the Executive Board (since 2021), Head of New Business Models & Ecosystems (since 2021), Head of Product Management (2015–2021), Head of Private Clients (2011–2015), Head of OpRisk Controlling department (2007–2011)
  • Bank Sarasin & Cie. AG (1999–2007): Head Market Risk
  • Pictet & Cie. / Pictet Asset Management AG (1996–1999): Employee in Fixed Income
Education
  • Diploma in Financial Analysis and Portfolio Management, also Certified International Investment Analyst (CIIA), AZEK Zurich (2001–2002)
  • Degree in economics (lic. rer. pol.), University of Basel (1993–1998)
Significant directorships
  • Member of the Board of Directors of Liiva AG, Zurich
  • Member of the Board of Directors, TWINT AG, Zurich
  • Member of the Board of Directors, responsAbility Investments AG, Zurich
  • Chairman of the Board of Directors, Raiffeisen Immo AG, St.Gallen
  • Chairman of the Board of Directors, Raiffeisen Switzerland (Luxembourg) Funds, Luxembourg
  • Deputy Chairman of the Foundation Council, Raiffeisen Pension and Vested Benefits Foundation, St. Gallen
1 Since 24 February 2022 Head of the Products & Investment Services department and Member of the Executive Board. For more details see “Important Events” that occurred after the reporting date on page 106.

Management contracts

There are no management contracts with third parties at Raiffeisen.

Compensation and loans

Information about compensation and loans of the members of the Board of Directors and Executive Board can be found in the section entitled Remuneration report.

Internal Auditing

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. The tasks and responsibilities of Internal Auditing are set down in regulations issued by the Board of Directors. Auditing activities include, among other things, the objective and independent review of the adequacy and effectiveness of the internal control system (ICS) and risk management, the reliability and integrity of financial and operational information, compliance with requirements set out in laws, regulations and the Articles of Association, and the proper functioning of governance, operational structure and processes. Internal Auditing also checks that weaknesses and shortcomings identified are remedied effectively and permanently. 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 and works closely with the risk control functions and the external auditor.
Internal Auditing has a solid-line reporting relationship with the Board of Directors of Raiffeisen Switzerland. It has a dotted-line reporting relationship with the Audit Committee of the Board of Directors and is independent of the Executive Board. 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.
Dr Daniel Dal Santo has been the Head of Internal Auditing since 2015. He attends Audit Committee and Risk Committee meetings (seven Audit Committee meetings and six Risk Committee meetings in 2021). He also attends Board of Directors meetings on selected agenda items. At the end of 2021, the Internal Auditing department consisted of 74.4 full-time equivalents. It performs its auditing activities in compliance with the rules and standards of the Institute of Internal Auditing Switzerland.

Auditor for the purposes of the Swiss Code of Obligations and regulatory auditing firm

Change of auditor

2021 saw a change in the auditor for the purposes of the Swiss Code of Obligations and regulatory audit firm from PricewaterhouseCoopers AG to Ernst & Young AG. The change underscores Raiffeisen's aim to attach great importance to control structures in the interests of good corporate governance. The Audit Committee monitored the change closely and ensured the transition was appropriate and efficient.

Raiffeisen banks

The General Meetings of the Raiffeisen banks elect the auditor for the purposes of the Swiss Code of Obligations for a term of three years each time. The General Meetings of the Raiffeisen banks elected Ernst & Young AG in 2021 as the auditor for the purposes of the Swiss Code of Obligations and regulatory auditing firm for a term of three years (2021 to 2023). Ernst & Young AG is supported by Raiffeisen Switzerland's Internal Auditing department when conducting the audits of the Raiffeisen banks required by FINMA under Swiss banking law and those under the Swiss Code of Obligations.

Raiffeisen Switzerland and Raiffeisen Group

On 25 June 2020 the General Meeting of Raiffeisen Switzerland elected Ernst & Young AG as the new auditor for the purposes of the Swiss Code of Obligations of Raiffeisen Switzerland Cooperative and the Raiffeisen Group for a term of three years (2021 to 2023) and also designated Ernst & Young AG as an electable auditor for the Raiffeisen banks. The rights and obligations are governed by the provisions of the Swiss Code of Obligations and financial markets legislation. Ernst & Young AG simultaneously replaced PricewaterhouseCoopers AG as the regulatory auditor starting from 2021.
Prof. Dr Andreas Blumer has been the lead auditor since 2021 and is responsible for auditing the consolidated financial statements of the Raiffeisen Group and the annual financial statements of Raiffeisen Switzerland. As lead auditor, he is responsible for the regulatory audit. Philipp de Boer has been coordinating the regulatory audits and the audits under the Swiss Code of Obligations of all Raiffeisen banks since 2021 as the person in charge of the Raiffeisen banks mandate.

Audit fees

The fees for the auditors (Ernst & Young AG for 2021, PricewaterhouseCoopers AG for 2020) amounted to the following:
Audit fees
in CHF million20202021
Audit fees10.37.2
Additional fees for audit-type services and advisory services0.40.3
The audit fees include services in connection with the regular audit of the individual annual financial statements, the Group financial statements and the regulatory audits. The additional fees for audit-type services and advisory services mainly comprise investigations into regulatory issues; compliance with the requirements for independence is monitored by the Audit Committee.

Information tools available to the regulatory auditing firm

The risk assessment, the audit plan derived from it, and the auditors' reports are examined by the Audit Committee and discussed with the lead auditor. Selected reports are also discussed with the lead auditor at meetings of the Board of Directors. In 2021 the following items were discussed with the lead auditors of the external audit firms:
  • the audit activities and reports relating to 2020 with the lead auditor of PricewaterhouseCoopers AG, who was present at a total of three meetings of the Audit Committee and one meeting of the Board of Directors;
  • the audit activities and reports relating to 2021 and the preparatory work required to take over the appointment with the lead auditor of Ernst & Young AG, who was present at seven meetings of the Audit Committee and two meetings of the Board of Directors.
The audit company works closely with Internal Auditing, while still retaining its independence.

Supervision and control of the external auditor

The auditor, Ernst & Young AG, fulfils the requirements of the Auditor Oversight Act and is licensed by the Federal Audit Oversight Authority to audit banking institutions. Every year the Audit Committee reviews the performance, the fee and the independence of the external auditor. It checks that any advisory appointments are compatible with acting as auditor.

Communication policy

Active, transparent and dialogue-driven communication is an integral part of the Raiffeisen Group's corporate philosophy. Communication in 2021 focused on the Raiffeisen 2025 strategy launched the previous year. Raiffeisen introduced new products and launched initiatives in accordance with the Group strategy. Numerous internal dialogue events were held on these strategic initiatives, mostly digitally. In external communications, the reports on new products and services and studies published on the Swiss real estate market and issues like retirement saving and investing went down very well with the media. The changes in the composition of the Executive Board and Board of Directors of Raiffeisen Switzerland were also greeted with interest by the media. Information was always provided as needed within the Raiffeisen Group and to the public, while taking account of the legal framework.
Communication with various stakeholders – cooperative members, clients, employees and the general public – is to 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, annual and yearly reports, half-yearly reports and Raiffeisen Group press conferences and releases. During the year under review Raiffeisen expanded its digital communication channels and live-streamed various internal information events. 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.

Closed periods

Before and after the release of the semi-annual and annual figures of the Raiffeisen Group, no transactions in equity-type instruments (such as AT1 bonds or similar) issued by Raiffeisen Switzerland may be executed, nor may orders be amended or cancelled. The following closed periods must be observed:

Closed periods

ValidityClosed period
Applies to all staff Ten calendar days before and two calendar days after release of the semi-annual and annual figures of the Raiffeisen Group (around the day of the media conference)
Applies to all staff materially involved in any way in preparing the semi-annual and annual figures of the Raiffeisen Group and recipients of internal financial reporting (in particular, all staff in the Executive Board, the Board of Directors, Accounting and Strategy & Financial Controlling).30 calendar days before and two calendar days after release of the semi-annual and annual figures of the Raiffeisen Group (around the day of the media conference)