According to the company's articles of incorporation, the board of directors has at least three members elected by the annual meeting of shareholders for a three year period of office. They may stand for reelection. At the annual general meeting each candidate proposed for election or reelection to the board of directors is elected individually. Members of the board of directors are required to resign on reaching the age of 70. The duties and competencies of the shareholders, the board of directors and group management are laid down in Swiss law; they are further clarified in the company's articles of incorporation and in its organizational regulations. For easy reference, the complete articles
of incorporation A monthly report (sales, head count, cash) and quarterly report is sent to the board of directors as part of the Group's periodic reporting. The quarterly report comprises a commentary, a variance analysis, information on sales and earnings development, a (six-month) balance sheet and a rolling forecast. Strategic opportunities and risks are discussed annually. In fiscal 2007, the board of directors met five times (January, March, May, September and December). One year ago: four meetings; two years ago: five meetings. Each of the meetings lasted for between half a day and two days. The members of the executive committee attended the board meetings. The compensation committee is made up of three non-executive members of the board of directors. The compensation committee deals with issues pertaining to the compensation of the members of the executive committee and the executive members of the board of directors. Its recommendations are submitted to the board of directors for approval. It determines the various components that make up the compensation packages and, on behalf of the board of directors, approves the employment contracts of the members of the executive committee and the executive members of the board of directors. It determines the fees payable to the chairman of the board of directors and all other payments made to him. The compensation committee annually ascertains the compensation received by all the members of group management. It held one meeting in 2007 (prior year: one meeting). Each meeting lasted for several hours. Currently, the members of the board (in alphabetical order) are: |
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| Benz, Thomas (Swiss, born 1947) |
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| 1993 | Elected to the board of directors of Zehnder Group AG |
| 2011 | End of current term of office |
| Member of the Compensation Committee | |
| Degree in electrical engineering at ETH (Swiss Federal Institute of Technology) in Zurich, Switzerland | |
| 1972–1973 | Guardian Electric, Chicago, USA |
| end 1973 | Joined Zettler GmbH, Munich, Germany |
| 1977–1996 | Managing Partner of Zettler GmbH, Munich, Germany |
| since 1997 | Managing Partner of CG International, Munich, Germany |
| since 1974 | Member of the Bavarian Metal Working and Electrical Industry e.V, Germany |
| since 1990 | Member of the Federation of Catholic Entrepreneurs, Germany |
| since 2005 | Member of the Executive Committee of vbw – Vereinigung der Bayersischen Wirtschaft e.V. (Association of Bavarian Industry), Germany |
| Seat on other boards (only current): Member of the supervisory board of Warema Renkhoff Holding AG, Germany |
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| Meier, Paul (Swiss, born 1945) |
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| 1995 | Elected to the board of directors of Zehnder Group AG |
| 2010 | End of current term of office |
| Chairman of the Compensation Committee | |
| Business diploma, periods of training in various European countries | |
| since 1967 | Various responsibilities and positions within CREDIT SUISSE GROUP |
| 1993 | Member of the executive board of Credit Suisse |
| 1995 | President of the executive board of Swiss Volksbank |
| 1997–2000 | Chief Executive Officer CREDIT SUISSE |
| Seat on other boards (only current): Member of the board of directors Centralschweizerische Kraftwerke AG, Switzerland |
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| Tissi, Enrico (Swiss, born 1946) |
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| 2005 | Election to the board of directors of Zehnder Group AG |
| 2011 | End of current term of office |
| Member of the Compensation Committee | |
| Degree in engineering from ETH (Swiss Federal Institute of Technology) in Zurich, Switzerland | |
| 1972–1986 | Various responsibilities and functions at Rieter AG, Winterthur, Switzerland and Spartanburg, USA |
| 1986–1996 | Delegate of the board and CEO of Elco Looser Holding AG, Zurich, Switzerland |
| 1997–2004 | Delegate of the board and CEO of Sika Corp., Lyndhurst NJ, U.S.A. Member of the Group Management of Sika AG, Baar, Switzerland |
| 2005–2007 | Vice Chairman Sika Corp., U.S.A. |
| 1994–1996 | Swiss courses on business administration SKU (main lecturer for TOP MANAGEMENT) |
| Seats on other boards (only current): Member of the board of directors of Hermann Buehler AG, Winterthur, Switzerland Member of the board of directors Georg Utz Holding AG/Switzerland |
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| Wiesendanger, Peter (Swiss, born 1942) |
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| 1988 | Elected to the board of directors of Zehnder Group AG |
| since 1999 | Vice Chairman of the board of directors |
| 2009 | End of current term of office |
| Studied electrical engineering (doctorate) at ETH (Swiss Federal Institute of Technology)
in Zurich, Switzerland Studied economics (master degree) at the University of Zurich, Switzerland Studied psychology (master degree) at the University of Zurich, Switzerland |
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| 1967–1970 | Member of the High Voltage Engineering and Testing Group |
| 1970–1977 | Project leader at the High Voltage Laboratory (ETH Zurich) |
| 1977–1979 | Head of an organization department of Union Bank of Switzerland |
| 1979–1985 | Various leading positions at Schindler, Switzerland |
| 1985–1988 | Chairman of the executive board of Schaffner Elektronik AG, Luterbach, Switzerland |
| 1988–1997 | Member of the executive committee of Zehnder Group (head of instrumentation division) |
| 1997–2008 | Responsible for China business |
| 2002–2008 | Responsible for USA business |
| 2002–2005 | Responsible for Business Development Comfort Systems |
| Seats on other boards (only current): Chairman of the board of directors Pewi Holding AG, Switzerland Chairman of the board of directors Klafs Saunabau AG, Switzerland Chairman of the board of directors Pewi Imco AG, Switzerland Chairman of the board of directors Rothpletz, Lienhard & Cie. AG, Switzerland Non-managing partner G. Lufft Mess- und Regeltechnik GmbH, Germany Non-managing partner G. Lufft Beteiligungen GmbH, Germany |
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| Zehnder, Hans-Peter (Swiss, born 1954) |
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| 1988 | Elected to the board of directors of Zehnder Group AG |
| 1993 | Appointed chairman of the board of directors |
| 2011 | End of current term of office |
| Studied economics (doctorate) at the University of St. Gallen, Switzerland | |
| 1981–1984 | Gebr. Bühler, Uzwil, Switzerland |
| 1985 | Member of the executive committee of Zehnder Group |
| 1986–1988 | Head of Instruments Division |
| 1988–1991 | Head of Radiator Division |
| 1988–1992 | Deputy chairman of the executive committee of Zehnder Group |
| since 1993 | Chairman of the executive committee of Zehnder Group |
| Seats on other boards (only current): Member of the board of directors Schmolz & Bickenbach AG, Switzerland Member of the board of directors AZ Medien AG, Switzerland Member of the board of directors R. Nussbaum AG, Switzerland |
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| Zehnder, Hans-Jakob (Swiss, born 1923) |
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| Honorary President of Zehnder Group AG | |
| In 1993, after having spent 34 years at the head of the company he served for 39 years, Hans-Jakob Zehnder passed on the chairmanship of the board to his son Hans-Peter, who took over operational management of the company in 1988. In recognition of Hans-Jakob Zehnder's outstanding services to the Zehnder Group and his contribution to its development, the board of directors appointed him honorary president. This office carries no vote. |
