Members

Role and function

The Board of Directors makes decisions jointly and is assisted by committees (Committees) from among its members in certain areas. The primary function of the Board of Directors is to exercise the ultimate management of the Lindt & Sprüngli Group and to issue the necessary instructions. The Board of Directors makes material strategic decisions and defines the general means for achieving the goals it has set. The Board of Directors sets the agenda of the General Meeting and prepares the annual report, including the financial and non-financial reporting, the Compensation Report and the half-year report. Decisions regarding the appointment of the members of the Group Management and the managing directors of certain subsidiaries, as well as resolutions on shareholders’ motions for the General Meeting, are made by the whole Board of Directors.

Members

According to Article 17 of the Articles of Association, the Board of Directors of Chocoladefabriken Lindt & Sprüngli AG consists of at least five and not more than nine members. If the number of members falls below five, the minimum number of members must be restored at the next Annual General Meeting.

• Articles of Association

Board of Directors Chocoladefabriken Lindt & Sprüngli AG

As of December 31, 2023, the Board consisted of seven members. Ernst Tanner is Executive Chair of the Board of Directors. All other members are non-executive members. Dr Dieter Weisskopf acts as Vice-Chair of the Board of Directors.

Dr Dieter Weisskopf acted as CEO of the Lindt & Sprüngli Group until September 30, 2022. None of the other non-executive members of the Board of Directors has in the past three financial years been actively engaged in the management of the Group or any Group company. Further, none of the non-executive members of the Board of Directors has any material business relations with the company or any Group company.

Members of the Board of Directors are elected individually by the General Meeting for a one-year term of office, in each case until the conclusion of the next Annual General Meeting. Re-election is permitted. If a member withdraws, or if an elected member subsequently refuses to accept the election, the position concerned remains vacant until the next General Meeting. In the reporting year, six of the seven former members of the Board of Directors were re-elected for terms of one year until the conclusion of the next Annual General Meeting. Antonio Bulgheroni did not stand for re-election in the reporting year and, therefore, resigned from the Board of Directors as of the Annual General Meeting 2023. Monique Bourquin was newly elected as a member of the Board of Directors for the first time in the reporting year.

Ernst Tanner (CH)

Mr. Tanner was elected CEO and Vice Chair by the Board of Directors in 1993. In 1994, he became Chair of the Board. He is a member of the Sustainability Committee. He completed a commercial education and then attended business school in London and at Harvard. Before joining Lindt & Sprüngli, Mr. Tanner held top management positions for more than 25 years with the Johnson & Johnson Group in Europe and the USA, last as Company Group Chairman Europe. Mr. Tanner has been a member of the Board of Directors of the Swiss Swatch Group since 1995, Vice Chairman of the Board of Directors since 2011, a member of the Compensation Committee since 2002 and Chairman of this committee since May 2014. He also has a seat on the Advisory Boards of the German Krombacher Brauerei GmbH & Co. KG. As of end of September 2016, Mr. Tanner resigned as CEO of the Lindt & Sprüngli Group and since then has been Executive Chair of the Board of Directors.

Dr Dieter Weisskopf (CH)

Mr. Weisskopf has been a member of the Board of Directors since April 2022 and is Chair of the Sustainability Committee. Furthermore, he was appointed as Vice-Chair of the Board of Directors on October 27, 2022. He graduated in economics (lic. rer. pol.) and subsequently obtained a doctorate in the field of business administration. Mr. Weisskopf started his career at Swiss Union Bank. After gaining additional experience in the banking sector in South America, he then changed to the food industry, joining the Jacobs Suchard Group. At Jacobs Suchard and at Klaus Jacobs Holding, he held executive management positions in the area of finance, latterly as CFO in Canada and Switzerland. Mr. Weisskopf joined the Lindt & Sprüngli Group in 1995 as Head of Finance, Administration, IT, Purchasing and Sustainability. In 2004, he was also responsible for manufacturing. From October 2016 until September 2022, he acted as CEO of the Lindt & Sprüngli Group and has been responsible for the functions Group Communications, Group HR and Transformation. Since December 8, 2023 he is member of the board of directors of the World Cocoa Foundation (WCF).

Dr Rudolf K. Sprüngli (CH)

Mr. Sprüngli has been a member of the Board of Directors since 1988. He is a member of the Compensation & Nomination Committee (CNC). He completed his studies with a doctorate in economics. Due to his former executive activities for the Group, and for an international premium food-trading company and his current activities for an international producer of premium foods, Mr. Sprüngli is an expert authority in the chocolate business and the international food industry. He is a strategy consultant, investor and active Chairman and Board Member at various food and non-food companies, including a member of the Board of Directors of Peter Halter AG, an Advisory Board Member at Felix Partner AG, Chairman of the Board of Directors of Pusta Invest AG, Chairman of Trufo Hungary Kft. and Advisory Board Member at the Institut für Wirtschaftsberatung.

Dkfm Elisabeth Gürtler (AT)

Ms. Gürtler has been a member of the Board of Directors since 2009 and is currently a member of the Audit Committee. She completed her business science studies with a master’s degree, then built up an outstanding reputation, particularly as director of the world-famous Sacher Hotels in Vienna and Salzburg, in an area where premium quality plays a key role. From 1998 to 2012, Ms. Gürtler was a member of the Supervisory Board of Erste Group Bank AG and a member of the General Council of the Austrian National Bank from 2004 to 2014. Currently Ms. Gürtler is a member of the Board of Directors of ATP Planungs- und Beteiligungs AG in Innsbruck and since July 2019 President of the Supervisory Board of the Tiroler Museums.

Dr Thomas Rinderknecht (CH)

Mr. Rinderknecht has been a member of the Board of Directors since April 2016 and is currently Committee chair of the Audit Committee. He has a PhD in law and was admitted to the Bar in the canton of Zurich in 1982. From 1984 onwards, he worked as a freelance commercial attorney and has been Senior Counsel with the law firm Badertscher Rechtsanwälte AG, Zurich and Zug, as of 2021. Since 1984, Mr. Rinderknecht has had numerous directorships on the boards of various listed and non-listed companies in the industrial, media and family office sectors. With his background as a commercial attorney, Mr. Rinderknecht’s legal expertise is of particular benefit to the Board of Directors.

Silvio Denz (CH)

Mr. Denz has been a member of the Board of Directors since May 2018 and is currently a member of the CNC and of the Sustainability Committee. He is an entrepreneur active in the fields of luxury goods, wine, restaurants, hotels, art, and real estate. After a commercial training and professional positions in the financial, commercial, and marketing sector in Switzerland and the USA, in 1980 he took over the management of Alrodo AG in Zurich and developed it into the largest perfumery chain in Switzerland. In 2000, he founded Lalique Group SA (formerly Art & Fragrance SA), a company active in the creation, marketing, and worldwide distribution of luxury goods, to which crystal manufacturer Lalique has belonged since 2008. Mr. Denz oversees that group, which is listed in Switzerland, as Chair of the Board of Directors and is its principal shareholder. He is also a member of different non-listed Swiss investment companies.

Monique Bourquin (CH)

Ms. Bourquin has been a member of the Board of Directors since April 2023 and is currently the Committee chair of the CNC. After a few years in consulting, Monique Bourquin, lic.oec. HSG, spent most of her operational career in the consumer goods industry in various marketing and sales functions at Knorr Nährmittel AG, Rivella AG and Mövenpick Foods GmbH. For 14 years, she worked for Unilever, including as CEO for Unilever Switzerland and, more recently, as Chief Financial Officer for the DACH region in Hamburg until 2016. For the past 10 years, she has been active on various Boards of Directors, currently at Swisscom AG, Emmi AG, Kambly SA Spécialités de biscuits suisses, Rivella AG and W. Kündig & Cie AG. She was on the board of directors of Straumann Holding AG and Weleda AG for several years. She is also President of the Swiss branded goods association Promarca and on the Board of Trustees of Swisscontact.

Composition, diversity and skills

Chocoladefabriken Lindt & Sprüngli AG aims to ensure that the members of the Board of Directors and the candidates for membership are appropriately composed and possess the necessary qualifications and experience to discharge their duties. The adequacy of the composition of the Board of Directors, including considerations on its gender and other diversity aspects, is annually reviewed. While the Board of Directors believes that experience and professional expertise are relevant factors in the composition of the Board of Directors, the CNC considers these and other factors, including age, gender, nationality and ethnicity, when evaluating candidates for the Board of Directors and strives to explore ways to increase the diversity of the Board of Directors.

On a proposal by the CNC, the Board of Directors determined a set of competencies and expertise that it deems relevant for the Company, its business activities, geographic presence and future development, and which should, therefore, be adequately represented on the Board of Directors. Based on this collection, all members of the Board of Directors were asked to identify their most relevant competencies and expertise, taking into account their professional, educational and personal background. The following overview summarizes the respective competencies and expertise of the current members of the Board of Directors.

Distribution of the most important competencies

Succession planning

The short-term and long-term succession planning for the Board of Directors is prepared by the CNC in cooperation with the Chair of the Board of Directors. The CNC and the Chair of the Board of Directors work closely together on all nomination-related activities, including succession planning and the evaluation of the performance of the Board of Directors and its Committees. In the course of nominations to the Board of Directors, the CNC annually evaluates the appropriateness of the composition of the Board of Directors, in particular taking into account the required experience, professional expertise and other competencies, diversity aspects, including age, gender, nationality and ethnicity, independence and the views contributed by the Company’s stakeholders, including its shareholders. Similarly, the CNC annually evaluates the appropriateness of the applied definition of independence and the external mandates held by the members of the Board of Directors. The decision on the proposal to the Annual General Meeting regarding the election of the members of the Board of Directors is taken by the whole Board of Directors.