Corporate Governance
Organisation And Personnel
Board of directors (BoD)
Barbara Hayoz*, business economist, EMBA,
(Chairwoman)
is a self-employed management consultant as well as a chair and board member of various institutions. She served as full-time finance director and deputy mayor of the city of Berne.
Download CV
Christoph Meier-Meier**, business economist HWV,
(Vice Chair)
is CEO and partner at NEWTAG Communication AG. Prior to this, he worked in various positions at Bühler AG in Uzwil (SG), including 10 years as Head of Financial Services.
Download CV
Claudine Amstein**, lawyer,
is an independent consultant. She was director of the Chamber of Commerce and Industry of the Canton of Vaud (CVCI) for 17 years, and has many years’ experience in trade associations at the cantonal and inter-cantonal level. She has held a number of political offices in her home canton and is also a board member of various institutions.
Download CV
Claire-Anne Dysli Wermeille**, lawyer,
is head of the legal department at Chiquita and the Group’s Corporate Secretary. She began her career at ABB and Alstom in Baden. After holding various positions in the legal department at Logitech, she worked for several watch manufacturers as a legal representative at the Swatch Group.
Download CV
Christian Etter*, economist, Dr. rer. pol.,
(stepped down on 31 December 2023)
was the Delegate of the Federal Council for Trade Agreements, Ambassador and member of SECO’s Executive Board. He was responsible for international trade and investment issues and led FTA negotiations (with China and others) as well as the Swiss delegation to the Joint Committee of the Switzerland-EU FTA.
Download CV
Burkhard Huber*, business economist KSZ,
worked in the banking business for four decades, including 30 years spent with UBS. He held various management positions in corporate banking for Swiss and foreign companies, including in the area of trade finance.
Download CV
Peter Jenelten*, Dipl. El. Ing. ETH,
was a member of the Group Executive Board of Stadler Rail AG from 2000 to 2019, and was responsible for sales and marketing. He previously held various managerial positions at ABB and Adtranz. He now holds several board mandates for SMEs in Switzerland and abroad.
Download CV
Reto Wyss**, MSc Economics,
is Central Secretary of the Swiss Federation of Trade Unions (SGB) and also represents it in the EFTA Consultative Committee, the Reka BoD and in the committee of Solidar Suisse.
Download CV
* Insurance Committee
** Finance and Organisation Committee
CHIEF EXECUTIVE OFFICER
Peter Gisler, Swiss-certified banking expert,
has been Chief Executive Officer at SERV since 1 January 2017. Prior to that, he held senior positions at Aargauische Kantonalbank, at ABB Switzerland and at ABB Group Holding.
Auditors
KPMG AG
Badenerstrasse 172
8036 Zurich
ORGANISATION
The Federal Council appoints the SERV Board of Directors (BoD) for a term of four years; a new term of office commenced in 2020. The BoD is composed of seven to nine members, taking appropriate consideration of social partners (Art. 24 SERV Act [SERVG]). It is the supreme management and control body of SERV. Its tasks are outlined in Art. 24 SERVG and explained in more detail in the SERV internal rules of procedure (RP).
The CEO is elected by the BoD. He manages and organises SERV and represents it externally. His tasks are defined in Art. 25 SERVG and further outlined in the SERV RP.
Board of Directors
The BoD appoints from among its members an Insurance Committee (IC; Chair Barbara Hayoz) and a Finance and Organisation Committee (FOC; Chair Christoph Meier-Meier). The tasks of the committees are outlined in the RP and specified in the RP’s competence diagram. The BoD met six times in 2023 and also came together for one extraordinary session and one in camera session. The IC met 17 times and the FOA six times, with the IC meeting for one extraordinary session.
Human Resources
As in previous years, SERV is placing a strong emphasis on staff development, which includes not only personal development but also the establishment of export-oriented specialist training. The first milestone in the digitalisation of HR was reached in 2023, and all employee appraisals, including feedback, are now conducted digitally. A great deal of work has also gone into the employer brand. Recruitment will be supported next year by a new SERV career website.
For the first time in three years, an employee survey was conducted in the spring. The results were a clear indication that SERV is on the right strategic path and that this enjoys the support of employees at all levels. The path should therefore be rigorously pursued. This year, SERV underwent a voluntary external audit by SGS SA on equal pay. Our organisation achieved the excellent result “Fair-ON-Pay Advanced”.
“IT in the context of digital transformation”
In the spring of 2023, SERV adopted a digital strategy with the aim of comprehensively establishing digitalisation as a cross-functional and integrative task by 2025. Various initiatives have been identified to keep pace with technology, enable employees to use digital solutions and continuously optimise SERV’s processes by supporting a suitable IT platform.
In the area of application development, a strategic programme to modernise the core application for the insurance business was successfully concluded after two years. Based on a completely revised data model, a new system for automated premium calculation was developed for the introduction of the 2023 Regulations on Premium Calculation, and an outdated address management application was replaced by a modern, customer-oriented CRM. As a result, SERV now has the opportunity to link various IT applications, such as the customer portal and digital document management, into an integrated platform in the future.
Based on an information and data protection concept, the Executive Board enacted directives on compliance with data protection requirements and the standardisation of IT operational security, thereby laying the foundations for an information security management system (ISMS).
As part of its efforts to become an agile organisation, SERV employees received extensive training in project management methods (Scrum and Hermes 2022). Fostering an agile mindset is crucial for continuous improvement and flexibility, which will allow SERV to continuously adapt to new market needs and regulatory requirements.
“SERV’s employees have received extensive training in project management methods.”
Heribert Knittlmayer
Chief Operating Officer
SERV’s Board of Directors is guided in its activities by the goal of sustainable corporate management. Its decisions take into account the interests of the Swiss Confederation, clients, employees and other stakeholders. To this end, the Board of Directors ensures effective and transparent corporate governance, characterised by clearly assigned responsibilities and based on recognised standards. In particular, SERV complies with the recommendations of the Swiss Code of Best Practice for Corporate Governance of Economiesuisse, the umbrella organisation of the Swiss economy.
SERV’s principles and rules on corporate governance are set out primarily in SERVG, SERV-V, the SERV Rules of Procedure and the competence diagram. Particular attention is given to the Code of Conduct adopted by the Board of Directors. The Code expressly commits SERV to comprehensive integrity and compliance with the law and all other external and internal regulations. SERV expects its employees to take responsibility for their actions, to show consideration for people, society and the environment, to comply with applicable rules, to act with integrity and to report violations of the Code of Conduct.
The particular importance for SERV and its employees of complying with the legal provisions on official secrecy (Article 320 of the Swiss Criminal Code) and data protection to ensure the confidentiality of all information received from clients and business partners as well as internal data was further underpinned by additional measures (issuing of an internal data protection guideline, appointment of a data protection advisor, expansion of employee training).
Members of the Board of Directors are obliged to report their vested interests when they are elected and to report any relevant changes during their term of office without delay.
Directors are required to manage their personal and business affairs in such a way that conflicts of interest are avoided wherever possible and to undertake the necessary measures to do so. Should a conflict of interest nevertheless arise, the member concerned shall immediately inform the Chairwoman or the Vice Chairman of the Board of Directors so that they can notify the Board of Directors. The members of the Board of Directors and the Chairwoman are obliged to recuse themselves from any business that may conflict with their own interests or the interests of natural or legal persons close to them.
In line with best practice regarding the conduct of directors under the compliance requirements and in particular the Code of Conduct, directors are required to make an annual declaration of integrity and loyalty.
The Board of Directors receives regular internal training on topics relevant to the company and is kept abreast of how to deal with vested interests.
The auditors of SERV are appointed by the Federal Council at the request of the BoD. The auditors review the income statement, balance sheet, cash flow statement, income statement by segment, the balance sheet by segment, the notes on the financial statements, the proof of economic viability and the existence of an internal control system (ICS). The auditors report their audit findings to the BoD and the Federal Council. Following a tender procedure pursuant to the Ordinance on Public Procurement (OPP), the Federal Council awarded the audit mandate for 2019 to 2021 to KPMG AG, Zurich. This mandate was extended until 2024 based on an award option.
Remuneration
Board of Directors
The Board of Directors (BoD) has regulated the remuneration and fringe benefits of the Chairwoman and its members in the Regulations Governing the Remuneration of the Board of Directors (Remuneration Regulations). These are based on the SERVG and, by analogy, the corresponding provisions of the Swiss Federal Personnel Act (BPG). The remuneration of the Chairwoman and the members of the Board of Directors consists of compensation for preparing and attending meetings of the Board of Directors and its committees, actual travel expenses and compensation for special tasks. The Chairwoman and the members also receive a Half Fare Travelcard. The total remuneration is based on the responsibility assigned to the member, the complexity of the task, the professional and personal requirements and the time required to fulfil the responsibilities.
No remuneration was paid to former members of governing bodies.
Board of Directors, Chief Executive Officer and members of the Executive Board
SERV does not grant members of the Board of Directors, the Executive Board or the Director any loans or credits, any other compensation for additional services or any pension benefits beyond the occupational benefits provided for in the regulations. No remuneration is paid in advance.
Executive Salary Reporting – Senior Management (Board of Directors) |
|
|
|
|
|
|
in CHF (previous year in grey) |
|
Chairwoman |
|
Board (7 members, excluding Chair) |
||
|
|
|
|
Total |
|
Average |
Level of activity |
|
|
|
|
|
|
(percentage of time spent on function) |
|
55 % |
|
|
|
BoD 15 % |
|
|
|
|
|
IC 20 % |
|
|
|
|
|
|
|
FOC 10 % |
Remuneration |
|
|
|
|
|
|
Meeting attendance fee |
|
77 500 |
|
245 875 |
|
35 125 |
|
85 500 |
|
261 500 |
|
37 357 |
|
Cash payments for compensation of special tasks |
|
79 700 |
|
47 897 |
|
6 842 |
|
53 850 |
|
46 928 |
|
6 704 |
|
Other contractual terms |
|
|
|
|
|
|
Post-employment benefits |
|
– |
|
– |
|
– |
Severance compensation |
|
– |
|
– |
|
– |
Executive Salary Reporting – Executive Board (CEO and Department Heads) |
||||||
in CHF (previous year in grey) |
|
CEO |
|
Members of the Executive Board (3 members* without CEO) |
||
|
|
|
|
Total |
|
Average |
Remuneration |
|
|
|
|
|
|
Fixed part (salary) |
|
305 229 |
|
747 945 |
|
249 315 |
|
298 758 |
|
656 550 |
|
218 850 |
|
Cash payments for compensation of special tasks |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
Cash payments (justified by function or labour market) |
|
– |
|
– |
|
– |
|
– |
|
– |
|
– |
|
Bonuses (variable salary part) |
|
89 625 |
|
161 188 |
|
53 729 |
|
54 770 |
|
85 900 |
|
28 633 |
|
Other expenses |
|
600 |
|
1 800 |
|
600 |
|
600 |
|
1 200 |
|
600 |
|
Other contractual terms |
|
|
|
|
|
|
Post-employment benefits |
|
Management plan |
|
Management plan |
|
– |
Severance compensation |
|
– |
|
– |
|
– |