Corporate governance

Raiffeisen Group structure

Raiffeisen banks

The 219 Raiffeisen banks with a total of 805 branches (excluding branches of Raiffeisen Switzerland) are legally and organisationally independent cooperatives which elect their own boards of directors and have an independent auditor. The banks' strategic management is adapted to regional conditions. The Raiffeisen banks are owned by the cooperative members, which may be natural persons or legal entities. They elect the members of the Board of Directors of their bank at a local General Meeting. If the bank has more than 500 members, the General Meeting may decide by a three-quarters majority of the votes cast to transfer its powers to a Delegate Meeting or to move to paper voting (secret ballot).
Resolutions and elections require an absolute majority of the votes, except where the law or Articles of Association provide otherwise. In the event of a tied vote, the matter is debated further and a second vote will be held. If this too is tied, the motion will be rejected. The General Meeting is called by the Raiffeisen bank's Board of Directors at least five days before the meeting. The invitation including the agenda items must be issued personally and in writing. At the same time, the annual report has to be laid out in client rooms.
Raiffeisen by canton1
Number ofCHF million
CantonBanksBank branchesMembersLoans2Client monies3Total assetsCustody account
volumes
Aargau 2376207,33720,04320,87025,8674,098
Appenzell Ausserrhoden 2617,8211,6571,5972,011325
Appenzell Innerrhoden 149,207698780882174
Basel-Land 71960,2616,4325,9867,8541,498
Basel-Stadt 12-1,1281,0621,407437
Berne 1880180,95315,13114,59918,2331,893
Fribourg 1050112,71811,9349,83113,9931,158
Geneva 41947,8874,9395,7836,7311,144
Glarus 127,543577603738166
Grisons 83761,8825,9006,0077,407943
Jura 52429,4213,4712,6674,102289
Lucerne 1645136,60111,12511,21813,8981,937
Neuchâtel 21329,4982,3962,1122,911321
Nidwalden 1922,0851,8922,1062,442490
Obwalden 1613,8371,0261,1411,336332
Schaffhausen 129,6061,0399791,312207
Schwyz41345,2403,9384,2425,0391,152
Solothurn 1445114,58310,67710,77313,2741,713
St. Gallen 2872205,72723,84621,88329,3875,223
Ticino 1657119,67414,23013,14718,1202,464
Thurgau1338107,21313,09711,06715,6792,252
Uri 2516,7331,4211,4081,711272
Vaud 1454117,29111,20810,10113,8792,380
Valais 1689154,27316,09416,33520,0802,271
Zug 61442,8974,6844,9106,0161,650
Zurich 113993,30513,80113,52617,7344,229
All cantons 31.12.20212258201,963,593202,387194,734252,04139,019
All cantons 31.12.20202318241,935,790196,837184,579240,65134,616
Increase/decreaseabsolute-6-427,8035,55010,15511,3904,403
percent-2.6-0.51.42.85.54.712.7
1 Raiffeisen banks and branches of Raiffeisen Switzerland.
2 Receivables from clients and mortgage receivables (net values after deducting value adjustments).
3 Amounts due in respect of customer deposits and cash bonds.

Raiffeisen Switzerland

Raiffeisen banks own 100% of Raiffeisen Switzerland. Raiffeisen Switzerland is a cooperative. Any bank with a cooperative structure that recognises the model articles of association of Raiffeisen banks and the Articles of Association and regulations of Raiffeisen Switzerland can join.
Raiffeisen Switzerland bears responsibility for the Raiffeisen Group's business policy and strategy, and acts as a centre of competence for the entire Group. Its tasks include risk controlling, central bank functions (monetary settlement, liquidity maintenance and refinancing), interbank business and securities trading. Raiffeisen Switzerland also informs, advises and supports the Raiffeisen banks in management, marketing, business, information technology, training, human resources and legal services. In addition, it represents Raiffeisen's national and international interests. The six branches (St.Gallen, Berne, Basel, Winterthur, Zurich and Thalwil) have a total of 15 locations. In the year under review these were all still managed directly by Raiffeisen Switzerland and involved in client business.

Making the branches independent

The intention is that all branches will become independent and carry out their business activities as separate cooperative banks within the Raiffeisen Group by 2023. The Berne and Thalwil branches have already completed this step. They have been acting as autonomous Raiffeisen banks since 24 January 2022.
Rules for collaboration between Raiffeisen Switzerland's executive bodies and its owners are 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 bring the Raiffeisen banks' needs to bear at an operational level. The owners' 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 Raiffeisen bank representatives, one for each bank that holds a stake in Raiffeisen Switzerland. Each Raiffeisen bank has one vote.
The Owners' Meeting issues and revises the Raiffeisen banks' owners' strategy and sets up the organisational structure for collaboration and opinion formation between the Raiffeisen boards Raiffeisen banks and Raiffeisen Switzerland. It also takes note of information provided by the Board of Directors of Raiffeisen Switzerland and statements issued by the RB Council regarding the implementation of the owners' strategy. In addition, the Owners' Meeting takes note of the RB Council's report on the compensation paid to members of the owners' committees (RB Council, Expert Committee Coordination and expert committees) and reaches consultative decisions about key political and strategic owner issues. The Owners' Meeting was held on 18 June 2021 as a live-streamed meeting and was chaired by Bruno Poli, the Chairman of the RB Council.

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 business policy issues, the RB Council serves as a sounding board for the Board of Directors of Raiffeisen Switzerland and presents the Raiffeisen 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 structured approach and communication of opinions that the Raiffeisen banks have formulated amongst themselves aim to strengthen and legitimise confidence in the relationship between the Raiffeisen banks and Raiffeisen Switzerland. Council members back decisions made by the RB Council in keeping with their collective responsibility for decisions.
The RB Council conducted its business at seven meetings, of which two were in person and five digital. The Board of Directors of Raiffeisen Switzerland extends invitations to the opinion-sharing meetings. Four meetings were held in 2021, one of them in person and the others digitally. The Chairman of the RB Council is Bruno Poli and the Vice-Chairman is Marlis Pfeiffer.

Expert Committee Coordination

Expert Committee Coordination (ECC) 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 standing expert committees.
ECC has no veto rights or decision-making authority of its own with regard to issues which are in Raiffeisen Switzerland's area of responsibility. Its structured approach and constructive communication of opinions aims to strengthen confidence in the relationship between the Raiffeisen banks and Raiffeisen Switzerland.
ECC conducted its business at four meetings. The Chairman of ECC is Hermann Marti, the Vice-Chairman is Hervé Broch.

Expert committees

Several standing expert committees were established to institutionalise collaboration between the Raiffeisen banks and Raiffeisen Switzerland. They serve as a bridge between the Raiffeisen banks and Raiffeisen Switzerland, facilitating an in-depth exchange on operational issues.
As a result of reflecting on and assessing projects, schemes and initiatives, the standing expert committees present the Raiffeisen banks' perspective, particularly when new products, services, processes and systems are being aligned and developed. This allows all outcomes to reflect the banks' concrete needs. The 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 which are in Raiffeisen Switzerland's area of responsibility.
The eight expert committees took up their work in 2021 and exchanged information with the departments of Raiffeisen Switzerland in three cycles of meetings.

Regional unions

The Raiffeisen banks are grouped into 21 regional unions organised as associations. The unions act as links between Raiffeisen Switzerland and the individual Raiffeisen banks. The duties of the regional unions include coordinating regional advertising activities, holding training events for the Raiffeisen banks, and safeguarding and representing the interests of the Raiffeisen banks in dealings with cantonal business associations and authorities.

Regional unions

31.12.2021
Union
ChairNumber of member banks
German-speaking Switzerland: 14 unions
Aargauer Verband der RaiffeisenbankenChristoph Wyder, Suhr21
Berner Verband der RaiffeisenbankenRolf Mani, Därstetten16
Bündner Verband der RaiffeisenbankenPetra Kamer, Igis7
Deutschfreiburger Verband der RaiffeisenbankenAldo Greca, Giffers5
Regionalverband Luzern, Ob- und NidwaldenBruno Poli, Hergiswil18
Oberwalliser Verband der RaiffeisenbankenKarlheinz Fux, St.Niklaus6
Raiffeisenverband NordwestschweizHans Rudolf Müller, Wintersingen10
Raiffeisenverband Zürich und SchaffhausenRené Holenstein, Dietikon8
Schwyzer Verband der RaiffeisenbankenReto Purtschert, Küssnacht4
Solothurner Verband der RaiffeisenbankenSilvio Bertini, Bettlach13
St. Galler Verband der RaiffeisenbankenMarcel Helfenberger, Lömmenschwil31
Thurgauer Verband der RaiffeisenbankenReto Inauen, Frauenfeld14
Urner Verband der RaiffeisenbankenRolf Infanger, Altdorf2
Zuger Verband der RaiffeisenbankenDr Michael Iten, Oberägeri6
French-speaking Switzerland: 6 unions
Fédération des Banques Raiffeisen de Fribourg romandChristian Gapany, Morlon5
Fédération genevoise des Banques RaiffeisenThomas Foehn, Meyrin / Hervé Broch, Ursy4
Fédération jurassienne des Banques RaiffeisenDidier Nicoulin, Porrentruy6
Fédération neuchâteloise des Banques RaiffeisenLaurent Risse, Neuchâtel2
Fédération des Banques Raiffeisen du Valais romandEmmanuel Troillet, Le Châble10
Fédération vaudoise des Banques RaiffeisenPhilippe Widmer, Yverdon-les-Bains14
Italian-speaking Switzerland: 1 union
Federazione Raiffeisen del Ticino e MoesanoMauro Cavadini, Riva San Vitale17

Group companies

Group companies are defined as all majority interests with more than 50% of the voting capital. The key fully-consolidated Group companies and the shareholdings valued according to the equity method are listed in note 7 of the consolidated annual financial statements (companies in which the Bank holds a permanent direct or indirect significant participation). Raiffeisen Group companies have no cross-shareholdings. The following diagram shows the consolidated companies.

Group companies

31.12.2021
CompanyActivityOwner(s)
Raiffeisen banksBanking businessCooperative members
Mainly retail business
Traditional savings and mortgage business
Corporate clients business
Payment services
Asset management and investment activity
Securities trading
Consumer goods leasing
Raiffeisen SwitzerlandBusiness policy/strategy and centre of competence for the Raiffeisen GroupRaiffeisen banks
Risk management and consolidated monitoring
Ensuring central bank functions (monetary settlement, liquidity and refinancing)
Banking business (mainly interbank business and securities trading)
Running of branches
Informs, advises and supports the Raiffeisen banks especially in the areas of management, marketing, business, asset management and investment activity, information technology, training, human resources and legal services
KMU Capital Holding AGHolding companyRaiffeisen Switzerland (60%)1
Raiffeisen Unternehmerzentrum AGAdvisory services for SMEsRaiffeisen Switzerland
Raiffeisen Switzerland B.V. AmsterdamFinancial servicesRaiffeisen Switzerland
Raiffeisen Immo LtdBrokering and advisory services for the sale and purchase of real estateRaiffeisen Switzerland
RAInetworks Pte. Ltd (in the process of closure) Purchasing of software licencesRaiffeisen Switzerland
Valyo LtdDevelopment and operation of platformsRaiffeisen Switzerland
1 Raiffeisen Switzerland lays claim to 100% of the shares in KMU Capital Holding AG (see footnote 4 in note 7 of the consolidated annual financial statements).