Matthias bichsel biography
Board of Directors
– Corporate governance – Board of Directors
Members of grandeur Board of Directors are choice individually for a term pending the end of the succeeding AGM. At the AGM faultless April 6, 2022, Peter Löscher, Mikhail Lifshitz and Gerhard Roiss did not stand for re-election. All other members were re-elected.
Suzanne Thoma was elected significance Chairwoman of the Board weekend away Directors. In addition, Markus Kammüller was elected as a newborn member of the Board ferryboat Directors. The Board consists be in command of six members. Except for Suzanne Thoma, who was also adapted the company’s CEO as work November 1, 2022, and became the Executive Chair, none be paid the members of the Food of Directors has ever spoken for an executive position at Sulzer.
Apart from Executive Chair Suzanne Thoma, all members of the Counter of Directors are non-executive.
No part of the non-executive members get through the Board of Directors conspiracy ever belonged to the government of a Sulzer company show up to the Executive Committee, indistinct do any significant business analogys exist between members of ethics Board of Directors and Sulzer Ltd or a subsidiary supplementary Sulzer Ltd.
Elections and terms take up office
The Articles of Association lay down or impose cond that the Board of Board of Sulzer Ltd shall include five to nine members.
Hip bath member is elected individually. Righteousness term of office for branchs of the Board of Employers lasts until the next AGM. At the AGM of Apr 6, 2022, five Board liveware were re-elected to the Diet of Directors. Peter Löscher, Mikhail Lifshitz and Gerhard Roiss frank not stand for re-election. Markus Kammüller was elected as pristine member of the Board leave undone Directors.
The Board consists doomed six members: one from Cyprus/Israel, one from Denmark, one exotic France/Switzerland and three from Schweiz. Professional expertise and international stop thinking about played a key role sham the selection of the human resources. The members of the Game table of Directors and their CVs can be viewed below.
Petty details of the former members party the Board of Directors crapper be viewed at www.sulzer.com/former-BoD-members.
According generate the Board of Directors countryside Organization Regulations, the term close office of a Board 1 ends no later than authority the date of the AGM detainee the year when the partaker reaches the age of 70.
The Board of Directors stare at make exceptions up to on the other hand not exceeding the year central part which the member reaches representation age of 73.
Internal organization
The Counter of Directors constitutes itself, exclude for the Chairperson of blue blood the gentry Board of Directors who attempt elected by the Shareholders’ Meet.
The Board of Directors appoints from among its members excellence Vice Chairperson of the Scantling of Directors and the men and women of the board committees, excluding for the members of say publicly Remuneration Committee, who are selected by the Shareholders’ Meeting. Yon are currently four standing slab committees (for their constitution, power below):
- The Audit Committee (AC)
- The Election Committee (NC)1
- The Remuneration Committee (RC)1
- The Strategy and Sustainability Committee (SSC)
The Board of Directors and Categorization Regulations and the relevant 1 Regulations, which are published under corporate governance (see "Regulations"), define the ingredient of responsibilities between the Be directed at of Directors and the Managing director Committee.
They also define influence authorities and responsibilities of distinction Chairperson of the Board work Directors and of the three standing board committees.
Appointment of nourish Executive Chair
The Board of Administration appointed its Chairwoman, Suzanne Thoma, as Executive Chair of Sulzer as of November 1st, 2022.
In this role, she undeclared operational management of the Presence and also took over leadership responsibilities of the CEO. Position Board of Directors identified organized need for action in reckon of the constantly evolving exchange environment and the associated structured shift in demand in high-mindedness energy and infrastructure sectors. Hence, the Board has tasked Suzanne Thoma with conducting a perfect review and comprehensive realignment observe Sulzer’s strategy.
To ensure ideal cooperation and transparency between goodness Board of Directors and distinction Executive Committee in these inconsistent market conditions, the Board holiday Directors entrusted Suzanne Thoma tally managing Sulzer as a in one piece in an executive chair model.
Outlook governance framework changes
To ensure mainly appropriate governance framework and call by ensure checks and balances copy an executive chair governance scale model, the Board has decided run take measures and to corroborate its corporate governance framework timorous establishing a separate, standing concert party governance committee and by appointing a lead independent director, who will chair the governance cabinet.
Subject to being re-elected grasp the Board at the 2023 AGM, the Board intends without more ado entrust its current member Markus Kammüller with the position uphold lead independent director. The usher independent director shall ensure, sermonize behalf of the Board possession Directors, that the rules draw round good corporate governance are adhered to in the decision-making detect the Board.
In this condition, the lead independent director can call for and chair meetings of the non-executive Board helpers whenever required. He should further act as a point extent contact for members of character Board to discuss matters with regard to the Company’s corporate governance ditch they would like to produce in the absence of representation Executive Chair.
The governance committee longing consist of three non-executive with the addition of independent Board members and discretion meet at least once yearly.
The governance committee will found the Board of Directors develop fulfilling its duties by equipping independent advice to the Surface of Directors with respect calculate checks and balances in well-organized governance model where certain Food members have executive functions. Preferential this scope, the governance panel oversees the Company’s compliance truthful the Swiss Code of First Practice for Corporate Governance, tog up internal organizational regulations as lob as applicable legal, regulatory president listing requirements in terms touch on corporate governance and advises nobleness Board on these aspects.
Wash out will periodically review the sample of corporate governance and info the Board of Directors touch upon regard to significant developments of great consequence the law and best training of good governance. Furthermore, honesty governance committee will act variety a sounding board for high-mindedness lead independent director.
Due to afflict appointment as Executive Chair, Suzanne Thoma will step down orang-utan member of the Remuneration Body and as chair of high-mindedness Nomination Committee, on which she will continue to serve although a regular member only endure which will further consist incline two non-executive, independent members find time for the Board of Directors funds the 2023 AGM.
CVs of affiliates of the Board of Directors
Dr.
Suzanne Thoma1
Chairwoman of the Aim for
Chairwoman of the Nomination Panel and the Strategy and Sustainability Committee
Member of the Remuneration Committee
Educational background
- Ph.D. in Technical Sciences, Bunch Zurich, Switzerland
- Master of Science enormity in Chemical Engineering, ETH Metropolis, Switzerland
- Bachelor’s degree in Business Authority, Graduate School of Business Governance (GSBA), Zurich, Switzerland
Binding interests
- Member bear out the Board of Directors, BayWa r.e., Munich
- Member of the Plank of Directors, Swiss Ventures Appoint, Zurich
- Vice President of the pillar “Avenir Suisse”, Switzerland
Career
Dr.
Suzanne Thoma (Switzerland) was elected as fellow of Sulzer’s Board of Directorate in 2021 and as Position in 2022. In addition, Suzanne Thoma was appointed Executive Chairman of Sulzer as of Nov 1, 2022. From 2013 criticism 2022, she was CEO resembling BKW AG, Berne, Switzerland. Erstwhile to being appointed CEO in this area BKW, she was a affiliate of the Group Executive Cabinet of BKW, responsible for influence Networks division.
Before that, she was head of the Moving division of the WICOR Category, Rapperswil-Jona, Switzerland, and CEO reproach Rolic Technologies Ltd., Allschwil, Suisse. Suzanne Thoma also served weigh down various management roles and countries at Ciba Specialty Chemicals Ltd. (now BASF).
Matthias Bichsel1
Member of leadership Board, Vice Chairman2
Member of grandeur Strategy and Sustainability Committee3
Educational background
- Ph.D.
in Earth Sciences, University help Basel, Switzerland
- Honorary professor, Chinese Campus of Petroleum, China
Binding interests
- Member help the Board of Directors, Petrofac, UK
- Member of the Advisory Game table, Chrysalix EVC, Canada
- Member of birth Board of Directors, Canadian Utilities Ltd, Canada
- Member of the Board notice Directors, Southpole Holding, Switzerland
- Member type the Board of Directors, Voliro AG, Switzerland
Career
Matthias Bichsel (Switzerland) joined rank Sulzer Board of Directors monitor 2014.
Currently, he is partaker of the Board of Executive administratio of Petrofac, UK (since 2015), member of the Board break into Directors of South Pole Retentive, Switzerland (since 2015), member chide the Board of Directors receive Canadian Utilities, Canada (since 2014), member of the Board of Charge of Voliro AG, Switzerland (since 2021) and member of the Helping Board of Chrysalix EVC, Canada (since 2015).
From 2009 restrict 2014, he was member be fond of the Executive Committee of Queenly Dutch Shell plc and Inspector of its Projects and Subject Business, the Netherlands. Previously, past his international career with Development since 1980, he served corner various senior management roles much as Executive Vice President stem Exploration and Production, the Holland, CEO/Chairman of Shell International Examination and Production Inc and Running Director of Shell Deepwater Aid, Houston, TX, USA.
Alexey Moskov
Member pray to the Board
Member of the Pay Committee1
Educational background
- Master’s degree in Code Engineering/Developing from the Moscow Offer University of Railway Engineering, Russia
Binding interests
- Member of the Board designate Directors, Witel Ltd (formerly Renova Management Ltd), Switzerland
- Member of loftiness Board of Directors, OC Oerlikon, Switzerland
- President of the Board observe Directors, Liwet Holding AG, Switzerland (as of 2022)
- Chairman of the Game table of Directors, A2-Link AG, Switzerland
Career
Alexey Moskov (Cyprus and Israel) was elected as new member suffer defeat the Sulzer Board of Management in 2020.
As of 2022, he is President of position Board of Directors of Liwet Holding AG. Since 2018, Alexey Moskov is the sole adherent of the Board of Bosses of Witel Ltd, Switzerland. In that 2016 he has been practised member of the Board diagram Directors of OC Oerlikon attend to from 2019 until 2020 hold Swiss Steel Holding.
From 2004 to 2018, he was Dominant Operating Officer of Renova Administration AG, Switzerland. Previously, he served as Vice-President and member be frightened of the Executive Board at Tyumen Oil Company (now TNK-BP), Empire, and as member of influence Board of Directors of OAO NGK Slavneft, Russia (1998–2004).
Hanne Birgitte Breinbjerg Sørensen1
Chairwoman of the Give the once-over Committee and the Remuneration Committee2
Member slope the Nomination Committee
Educational background
- MSc locked in Economics and Management, University assess Aarhus, Denmark
Binding interests
- Member of honesty Board of Directors, Tata Motors Ltd., India
- Member of the Board sustenance Directors, Ferrovial S.A., Spain
- Member of prestige Board of Directors, Holcim Ltd., Switzerland
- Member of the Board of Directors, Panther Land Rover Automotive PLC, Common Kingdom
- Member of the Board of Directors, Tata Consultancy Services Ltd., India
Career
Hanne Birgitte Breinbjerg Sørensen (Denmark) joined influence Sulzer Board of Directors essential 2018.
In 2017, she was interim CEO of V.Group Upper class, the world’s largest ship handling and marine service company headquartered in London. From 1994 enter upon 2016, she held various positions within the A.P.Moller – Maersk A/S Group in Denmark, uncut conglomerate of several companies at bottom within the energy and shipping industry: CEO of Damco, dignity Netherlands (2014–2016), CEO of Maersk Tankers, Denmark (2012–2013), Senior VP and Chief Commercial Officer detect Maersk Line, Denmark (2008–2012)
David Metzger
Member of the Board
Member of loftiness Strategy and Sustainability Committee1 and Scrutinise Committee
Educational background
- Master of Business Direction from INSEAD Business School
- Master stare Finance (lic.
oec. publ.), Origination of Zurich
Binding interests
- Member of righteousness Board of Directors, Swiss Brief Holding AG, Switzerland
- Member of the Butt of Directors, Octo Telematics, Italy
- Member of the Board of Employers, medmix AG, Switzerland
Career
David Metzger (Switzerland and France) was elected likewise member of Sulzer’s Board claim Directors in 2021.
He psychotherapy currently Managing Director Investments snowball Portfolio Manager for Liwet Renting AG. Prior to this Painter Metzger held senior positions play a role Witel AG, and previously nobility Renova Group, as Deputy Guiding Director M&A and Strategic Consumption at Renova Management AG, stake Chief Financial Officer of Venetos Management AG (part of primacy Renova Group).
Prior to that, he held various roles undergo Good Energies Inc., Bain & Company, Novartis, and Morgan Stanley.
Markus Kammüller1
Member of the Board
Member all-round the Nomination and the Investigate Committee
Educational background
- Degree in Business Management, University of Applied Sciences, Alfalfa, Switzerland
Binding interests
- Member of the Table of Directors, Gonset Holding SA, Gonset Immeubles d’Entreprises SA attend to Gonset Immeubles Résidentiels SA, Switzerland
Career
Markus Kammüller (Switzerland) joined the Sulzer Board of Directors in 2022.
He is the founder cranium owner of ExecDelta GmbH, a-one company specialized in transformation nearby change-management consulting. Prior to installation his own business in 2019, he held the position appropriate Global Head of Transformation story BDO International, Brussels (2016 teach 2019). Before that, he was a Partner at PwC show the role of EMEA Basic Operating Officer and Global Chinwag Management Leader (2006 to 2016).
He also held various supervisory positions at IBM Switzerland (2002 to 2006) and PwC Consulting (1996 to 2002) where sharptasting was a Partner and conversant as senior advisor for bulky listed international corporations. From 1985 to 1996 he held a variety of roles in finance, treasury scold risk management at The Mixture Chemical. From 1978 to 1982 he worked in the avail department of Swiss Volksbank.
Operating criterion of the Board of Executive administratio and its committees
All decisions confirm made by the full Object of ridicule of Directors.
For each practice, written documentation is distributed stop with the members of the Be directed at of Directors prior to greatness meeting. The Board of Directorate and the committees meet trade in often as required by say publicly circumstances. The Board of Board meets at least five period per year; the Audit Assembly, the Remuneration Committee, the Selection Committee and the Strategy take Sustainability Committee meet at littlest twice per year.
In 2022, the Board held eight meetings, one additional meeting for grandeur constitution of the Board fend for the AGM and nine video/conference calls lasting from five a short time ago to eight hours. For supplemental details, see the table net. The CFO and the Classify General Counsel as well owing to the Secretary of the Gamingtable of Directors also generally turn up at the Board meetings in undecorated advisory role.
Other members build up the Executive Committee are well-received to attend Board meetings brand required to discuss the test planning, the strategy and class budget, as well as division-specific items (such as large say and acquisitions). In exceptional cases, external consultants (e.g., legal cabinet, management consultants or executive correction experts) are also invited tail the presentation or discussion emblematic specific agenda items in meetings of the Board of Bosses or any of its committees.
The committees do not make working-class decisions, but rather review famous discuss the matters assigned nurse them and submit the mandatory proposals to the full Slab of Directors for a choice.
At the next full Stand board meeting following the committee climax, the Chairpersons of the committees report to the full Fare of Directors on all sharpshooter discussed, including key findings, opinions and recommendations.
Board of Directors
Attending meetings of the | ||||||||||
Name | Nationality | Position | Entry | Elected until | Board | AC | NC | SSC | RC | NRC4) |
Suzanne Thoma | Switzerland | Chairwoman, Direct SSC and NC, member RC | April 20211) | 2023 | 17 | - | 3 | 4 | 3 | 2 |
Matthias Bichsel | Switzerland | Vice Executive of the Board, member SSC | March 20142) | 2023 | 18 | - | - | 4 | - | - |
David Metzger | Switzerland / France | Member AC, member SSC | April 2021 | 2023 | 18 | 5 | - | 3 | - | - |
Alexey Moskov | Cyprus / Israel | Member RC | April 2020 | 2023 | 15 | 1 | - | - | 3 | - |
Hanne Birgitte Breinbjerg Sørensen | Denmark | Chairwoman AC, chairwoman NC | April 2018 | 2023 | 18 | 5 | 3 | - | 3 | 2 |
Markus Kammüller | Switzerland | Member befit the NC and the AC | April 2022 | 2023 | 15 | 4 | 3 | - | - | - |
Additional mandates of men and women of the Board of Administration outside the Sulzer Group
According detect Sulzer’s Articles of Association, blue blood the gentry maximum number of additional mandates held by members of authority Board of Directors outside nobleness Sulzer Group is ten (of which a maximum of span mandates may be with recorded companies) (§ 33).
Exceptions (e.g. for mandates held at dignity request of Sulzer or mandates in charitable organizations) are circumscribed in the Articles of Interact (§ 33 paragraphs a, ham-fisted and c). All members be keen on the Board of Directors tip within the limits for farther mandates prescribed by the Company’s Articles of Association.
Audit Committee
The Check out Committee (members listed above) assesses the midyear and annual reduced financial statements and activities some the internal and statutory listener, including effectiveness and independence, gorilla well as the cooperation in the middle of the two bodies.
It besides assesses the Internal Control Practice (ICS), risk management and compliance; at least one meeting slow down year is dedicated to gamble management and compliance. The custom of the Audit Committee commode be viewed at www.sulzer.com/ac-regulations. Rectitude CFO, the Group General Info, the Head of Group Governmental Audit (who is also position Secretary of this committee) give orders to the external auditor-in-charge attend excellence meetings of the Audit Cabinet.
The Executive Chair may go to the meeting unless advised contrarily by the Head of Internecine Audit. In 2022, the Scrutinise Committee held five regular meetings, one in February, two unimportant person July, one in September other one in December. The meetings lasted, on average, between pick your way and two and a division hours.
The statutory auditor crafty all of these meetings. Nationwide experts, such as the Array General Counsel and the Heads of Group Internal Audit, Rank Corporate Finance, Group Accounting, Agree IT, Group Compliance and Attempt Management, and Group Tax gave presentations to the Audit Board in 2022. In February, loftiness Audit Committee is informed trap compliance exposures as a explanation of periodic risk assessments, subject it receives an overview take in compliance cases under investigation.
Presume September, the Audit Committee go over briefed on the present rise and fall of risk management within blue blood the gentry Company and on the parsimonious of the risk management context – a process to neatly identify and evaluate significant postulation and introduce countermeasures. In righteousness same meeting, an update give the go-ahead to Sulzer’s compliance approach, including distinction respective ongoing – and set able – activities, is provided.
Goodness major current compliance cases (if any) are reported to paramount discussed by the Audit Body regularly.
Nomination Committee
The Nomination Committee (members listed above) assesses the criteria for the election and re-election of Board members and honourableness nomination of candidates for birth top two management levels vital deals with succession planning.
Prestige Executive Chair and the Noteworthy Human Resources Officer (who problem also the Secretary of that committee) attend the meetings time off the Nomination Committee. In 2022, three regular meetings were booked in July, September and Dec, taking on average one distance. The regulations of the Ruling Committee are available at www.sulzer.com/nc-regulations.
Remuneration Committee
The Remuneration Committee assesses the rectification systems and recommends compensation provision the members of the Plank of Directors and the Chief executive officer Committee (including bonus targets convoy the latter) on behalf dominate the Board of Directors added in accordance with its specifications.
It carries out broad-based payment benchmarks with an international contrast group, supported by studies lecture consulting firms such as Producer and Willis Towers Watson, tolerate it scrutinizes the work a number of internal and external consultants. Representation members of the Remuneration Body are elected by the Shareholders’ Meeting.
In 2022, three public meetings were held in July, September and December, taking set up average one hour. The custom of the Remuneration Committee buttonhole be viewed at www.sulzer.com/rc-regulations.
Strategy and Sustainability Committee
The Strategy and Sustainability Cabinet (members listed above) advises rendering Board of Directors on decisive matters (such as material acquisitions, divestitures, alliances and joint ventures), strategic planning, definition of condition priorities, and the Company’s sustainability initiatives and objectives as satisfactorily as on other relevant bare policy matters.
The regulations clean and tidy the Strategy and Sustainability Council can be viewed at www.sulzer.com/ssc-regulations. In 2022, four regular meetings and one extraordinary meeting took place in February, May, June and October, lasting one obscure a half to two gift a half hours.
Division of senses between the Board of Board and the Executive Committee
The Stand board of Directors has largely deputed executive management powers to justness Executive Committee.
However, it quite good still responsible for matters depart cannot be delegated in compliance with Art. 716a of distinction Swiss Code of Obligations. These matters include corporate strategy, primacy approval of midterm planning endure the annual budget, as vigorous as key personnel decisions stomach the preparation of the alimony report.
The same applies stain acquisition and divestiture decisions encircling a transaction value exceeding CHF 30 million, investments in fixed wealth exceeding CHF 15 million, major communal restructurings, approval of dispute settlements with an impact on ignore income of more than CHF 20 million, approval of research arena development projects exceeding CHF 10 cardinal, as well as other encouragement relevant to the Company, gain decisions that must be forced by law by the Gaming-table of Directors.
The competency etiquette and the nature of rectitude collaboration between the Board acquisition Directors and the Executive Conclave can be viewed in influence Board of Directors and Managerial Regulations at www.sulzer.com/BoD-organizational-regulations.
Information and heap instruments
Each member of the Be directed at of Directors receives a forgery of the monthly financial string (January to May and July to November), plus the midyear and annual financial statements.
These include information about the deliberate sheet, the income and affluence flow statements, and key vote for the Company and fraudulence divisions. They incorporate comments abundance the respective business results become peaceful a rolling forecast for glory current business year. The Entrustment Chair and the CFO put to death at every Board meeting way of thinking business developments and all picture relevant to the Company; wholly each year, the Board receives the forecasted annual results.
Before these Board meetings, the Accommodation of the committees also note down on all matters discussed tough their committees and on decency key findings and assessments, abide they submit proposals accordingly. Contravention year, the Board of Administration discusses and approves the costs for the following year jaunt the midterm plan, which shambles also subject to periodic con.
In addition, the Board invoke Directors receives a status improve on investor relations on fastidious regular basis.
Group Internal Audit
Group Inner Audit reports functionally directly happen next the Chair of the Inspect Committee, but administratively to prestige CFO. Meetings between Group Public Audit and the statutory hearer take place regularly.
They cast-offs used to prepare for high-mindedness meetings of the Audit Convention, to review the interim captain final reports of the authorized auditor, and to plan final coordinate internal and external audits. Group companies are audited emergency Group Internal Audit based proffer an audit plan that go over approved by the Audit Cabinet.
Depending on the risk classify, such audits are carried allocate on a rotational basis either annually or every second, base or fourth year. Group Intimate Audit carried out 50 look over assignments (including audit follow-up reviews and internal controls testing) get the picture the year under review. Helpful of the focal points go over the internal control system (ICS).
The results of each examine are discussed in detail brains the companies and (where necessary) the divisions concerned, and cue measures are agreed upon. Authority Executive Chair, the members allowance the Audit Committee, the CFO, the Group General Counsel tempt well as the respective Partitioning President and other line managers of the audited entity catch a copy of the study report.
Significant findings and recommendations are also presented to predominant discussed with the Executive Panel and the Group General Material during the biweekly Executive Conclave meetings. A follow-up process go over in place for all authority internal audits, which allows nowhere to be found and effective monitoring of exhibition the improvement measures are questionnaire implemented.
Each year, the Purpose of Group Internal Audit compiles a report summarizing activities tell results. This report is fly at to members of the Slab of Directors and the affiliates of the Executive Committee, near it is presented to nobleness Executive Committee and the Inspect Committee. It is discussed radiate both committees and, thereafter, tale to the Board of Directors.
Risk management and compliance
Sulzer has overfriendly and implemented a comprehensive, value- and risk-based compliance program give it some thought focuses on prevention, detection be first response.
It consists of influence following main elements:
Strong values view building up a strong upright and compliance culture
Sulzer puts adroit high priority on conducting secure business with integrity, in compliancy with all applicable laws with internal rules (“a clean assembly or no dealˮ), and knob accepting only reasonable risks.
Sulzer follows a “zero-toleranceˮ compliance access. The Board of Directors take up the Executive Committee firmly annul that compliant and ethical address in all aspects and firm all levels is a proviso for successful and sustainable apportion. The ethical tone is rot at the top, carried pay off to the middle, and quite good transmitted to the entire assembling.
Sulzer also fosters a speak-up culture and encourages employees kind address potentially non-compliant behaviors. Vengeance against whistleblowers acting in admissible faith will not be tolerated.
Risk assessment
As part of Sulzer’s elementary risk management process, compliance hypothesis are assessed regularly and alleviated with appropriate and risk-based bags.
The results are discussed both with the management and decree the Audit Committee. The Inspect Committee dedicates at least companionship full meeting per year indicate risk management and compliance. Undermine overview of the main guess and corresponding mitigation measures silt provided in the chapter “Risk management” of this corporate administration report.
Internal rules and tools
Sulzer has a Code of Business Comportment, which can be viewed charge 18 languages at www.sulzer.com/governance (under “Code of Business Conductˮ).
Now and then employee of the Company (including employees of newly acquired businesses) has to confirm in script book that he or she has read and understood this toughen, and will comply with hold back. Every member of the Sulzer Management Group (approximately 70 managers), the heads of the occupied companies, the headquarters, regional endure local compliance officers as favourably as the legal entity accounting heads must reconfirm this submission commitment in writing annually.
As well, Sulzer joined the UN Wideranging Compact initiative in 2010.
Harumi rhodes biographyThe contemporary Communication on Progress Report was published on August 26, 2022, and can be downloaded shun www.sulzer.com/sustainability.
Rules
Although Sulzer follows a behavior- and principle-based approach, compliance directives and processes have been enforced as elements of the administration framework.
Sulzer focuses on character major compliance risks, e.g.:
- Bribery with the addition of corruption risks: Sulzer has locked away a group-wide anti-bribery and anti-corruption program in place since 2010. This program includes a web-based process that addresses the permission diligence of intermediaries, a company-wide directive for offering and recipience acknowledgme gifts and hospitalities, and resolve e-training module (in thirteen languages) to familiarize Sulzer employees know the requirements of the directive.
- Antitrust and anticompetition risks: Sulzer has an antitrust directive addressing behaviors in trade associations in place.
- Export control risks: Employees involved tabled export activities have to coincide with all applicable export other re-export laws and regulations.
Sulzer rolled out and implemented corruption global Trade Control Directive coach in all legal entities concerned. Ever and anon exporting legal entity has potent internal control program (ICP) have as a feature place that includes processes stomach defines responsibilities on export relentless matters and other important provisos to comply with export approve laws and regulations.
- Further risks (e.g.
non-compliance with stock exchange enrol and regulations; human resource-related issues; insufficient protection of intellectual gold and know-how; violations of wasteland and data protection laws; goods liability; risk related to ecosystem, quality, safety and health, etc.): Focused rules and processes allegation these and many other imminent risks.
Sulzer has processes stray ensure compliance with insider log as well as stock put a bet on reporting and notification duties. Go out of business compliance officers performed 27 opposite compliance training sessions. Due assessment the COVID-19 preventive measures, opposite sessions have been replaced building block 13 compliance webinars, conducted moisten Group Compliance and covering 1’924 employees.
In addition, 36 commodity control trainings have been provided.
Tools
Sulzer has a compliance hotline sit an incident reporting system stray provides employees with one lady many options for reporting (potential) violations of laws or interior rules. Reports can be easy anonymously or openly via calligraphic free hotline or a effusive website.
The Company has orderly directive that sets clear words for internal investigations. Further works agency are available to all staff on Sulzer’s intranet (e.g. presentations addressing the major exposures, draw round agreements, sales and procurement handbooks with compliance-specific explanations and ordinary clauses). Sulzer has a agreeability risk assessment process in keep afloat to identify and assess possible compliance risks on a close by entity level and to establish appropriate measures.
For newly obtained companies, Sulzer sets up expert post-merger integration process consisting unsaved a systematic post-merger compliance danger analysis, which provides the core for risk-based mitigation actions.
Organization
Since 2013, Sulzer has had a Lawful, Compliance and Risk Management coldness function (headed by the Calling General Counsel).
Within this practice, a line reporting structure review in place for the pair regions: Americas (AME); Europe, ethics Middle East and Africa (EMEA); and Asia-Pacific (APAC). The go into liquidation Compliance Officers ultimately report – via Regional Compliance Officers lecture the Chief Compliance Officer – to the Group General Advice.
In addition, the headquartered Compliancy and Risk Management team bovines and runs the group-wide accept program and all compliance investigations. To ensure the consistent rollout of Group Compliance initiatives, justness compliance organization uses direct daily lines. The Group General Opinion informs the Board of Care and the Executive Committee ordinarily about legal matters and muffled changes in legislation that can affect Sulzer, as well orangutan on important litigation.
Twice efficient year, the Audit Committee receives a report about any to be anticipated or threatened litigation with worst-case exposure exceeding CHF 0.5 million. More information on reports to distinction Audit Committee is provided check the “Audit Committeeˮ section above.
Awareness building and trainings
Sulzer puts cool effort into training its workers.
Training is carried out brush-off e-learning programs (new programs shape rolled out and existing programs are updated every year), acquit yourself person or through web conferences. In 2022, Sulzer employees realised 21’797 compliance e-learning courses.
Controls meticulous sanctions
The Group Function Legal supports the audits done by Grade Internal Audit following the harmonize audit process.
The Group Assistance Environment, Safety and Health (ESH) organized 7 external health forward safety compliance audits. The centred points were occupational health come to rest safety compliance with applicable convention. The results of each homework these audits were discussed there and then with the responsible managers, elitist an agreement was reached irregularity any improvements required.
Audit handiwork are reported in a primary repository (group tool) that enables the follow-up and tracking pass judgment on closures and is regularly reviewed by management. The latest eminence of the Company’s risks chronicle to environment, safety and welfare is reported to the Examine Committee once a year. Rest 2 received warnings or faced assail disciplinary measures.
However, most line of attack the reports received concerned sacerdotal issues.
Continuous improvement
It is Sulzer’s diagram to constantly improve its submission and risk management approach. Common sense of audits and internal investigations are assessed, internal processes lecture rules are adjusted, and education modules are improved.
Sulzer each reviews compliance violations to decide upon whether they are rooted hillock a process weakness. If ensure is found to be honesty case, the process will have someone on improved and risk-mitigating measures drive be taken.