Allocation of competences
The essential principles for the allocation of competences and responsibilities among the Board of Directors and Group Management are set forth in the Organizational Regulations.
Below is a summary of the basic rules:
Board of Directors
The Board of Directors is the supreme governing body of the company. The Board of Directors resolves on all matters that are not reserved for the General Meeting or another corporate body of the company by law, the Articles of Association or the Organizational Regulations (including the Committee Charters). This in particular includes:
- Performance of the non-transferable and inalienable statutory tasks. The Board of Directors is therefore in particular responsible for the strategic management of the company, the necessary instructions and supervision of Group Management;
- Determination of the strategic, organizational, accounting, and financial planning guidelines;
- Changes to the legal structure of the Group (particularly incorporation of new subsidiary companies, acquisitions, joint ventures, and liquidation of companies);
- Appointment and dismissal of the CEO, secretary, and members of Group Management and certain chief executive officers of subsidiary companies;
- Approval of the consolidated budget for the coming financial year and the five-year mid-term plan of the company; and
- Decision on the mission statement and the individual business policy principles.
The schedule of the Board of Directors regularly includes items that inform the Board of Directors on evolving subjects and emerging risks, with particular attention paid to the areas of ESG and information security.
The Board of Directors has assigned the management of day-to-day business in accordance with the Organizational Regulations to the CEO, with support by the Group Management.
The CEO is the chairman of Group Management and further responsible for the procurement and forwarding of information to the Group Management, the Executive Chairman of the Board of Directors and the Board of Directors. The company’s and the Group’s whole organization and staff are subordinated to the CEO. The CEO must also ensure that the decisions and instructions of the Board of Directors are executed by the members of the Group Management. Last, but not least, he is responsible for management of the operational business of the Group within the framework of its strategic objectives, for planning the overall business, and for reporting within the Lindt & Sprüngli Group.
Under the lead of the CEO, the Group Management prepares the Group strategy and a respective roadmap for the attention of and approval by the Board of Directors. It is further responsible for the implementation of the Group strategy. In addition, the individual members of Group Management must lead their allocated functional and responsibility areas within the framework of the Group policy in compliance with instructions given by the CEO and the Board of Directors. Based on a matrix structure, the individual Group Management members are given line responsibility for entire country organizations and geographical areas, together with functional responsibility for specific specialist areas within the framework of the strategic goals and plans of the Group.