3. Board of Directors

The Board of Directors bears responsibility for determining the medium- to long-term strategic orientation of VP Bank Group. It is responsible for the overall management, supervision and control of the company.

Liechtenstein legislation provides for a clear separation of the overall management, supervision and control duties performed by the Board of Directors, and the duties performed by operational management. Accordingly, the Board of Directors of VP Bank consists exclusively of non-executive members (i.e. members not actively involved in management).

 

3.1 Members of the Board of Directors

The Board of Directors of VP Bank consists of ten members. No Board member has belonged to the Group Executive Management, the Executive Board of VP Bank or the Management of any Group company during the past three financial years.

As a bank, VP Bank maintains business relationships with numerous domestic and foreign com­panies. This is also true for the members of the Board of Directors as well as for individuals or legal entities that are closely related to the Board members.

The following table provides information on the names, ages, functions, joining dates and remaining terms of office of the Board members:

Year of birth

Function

 

Joined Board 
of Directors in

Elected until
 AGM in

1958

Chairman of the Board

2012

2018

1951

Vice Chairman of the Board

1992

2019

1960

Board Member

2016

2019

1972

Board Member

2011

2017

1964

Board Member

2014

2017

1967

Board Member

2016

2019

1976

Board Member

2015

2018

1962

Board Member

2016

2019

1962

Board Member

2014

2017

1956

Board Member

2008

2017

1 Chairman of the Nomination & Compensation Committee

2 Member of the Nomination & Compensation Committee

3 Chairman of the Audit Committee 

4 Member of the Audit Committee

5 Chairman of the Risk Committee 

6 Member of the Risk Committee

7 Chairman of the Strategy & Digitalisation Committee

8 Member of the Strategy & Digitalisation Committee

  • Fredy Vogt
  • Mar­kus Tho­mas Hil­ti
  • Dr. Chris­ti­an Ca­men­zind
  • Prof. Dr. Teo­do­ro D. Coc­ca
  • Dr. Beat Graf
  • Ur­su­la Lang
  • Dr. Flo­ri­an Mar­xer
  • Dr. Ga­brie­la Ma­ria Pay­er
  • Mi­cha­el Rie­sen
  • Dr. Da­ni­el H. Sigg

Fredy Vogt (born 11 September 1958, citizen of Liechtenstein) is Chairman of the Board of Directors. In addition, he is Chairman of the Nomination & Compensation Committee. He participates in the meetings of the other Board Committees as a guest. 

  • Education: Swiss Certified Public Accountant (1988); Swiss Certified Expert in Accounting and Controlling (1984).
  • Professional background: 1987–2012 VP Bank Ltd, Vaduz; 1996–2012 member of the Executive Board (responsible for finance, corporate clients and intermediaries, trading, real estate and security) as well as from 2003–2012 CFO. In addition, he held the office of CEO ad interim from 25 August 2009 to 31 March 2010; 1994–1996 Department Head of Corporate Planning and Accounting; 1990–1994 Organisation and Head of the Controlling Department; 1987–1990 Deputy Head of Internal Audit; 1985–1987 Lead Auditor Revikon Revision und Beratungs AG, Vaduz; 1984–1985 Managing Director Revikon Revision und Beratungs AG, Vaduz; 1983–1984 Auditor Neutra Treuhand AG, St. Gallen; 1980–1983 assistant (later Department Head) in Trustee Operations Confida Treuhand- und Revisions AG, Vaduz; 1979–1980 assistant in bookkeeping department Trevisor Treuhand- und Kontrollstellen AG, Vaduz; 1979 assistant in credit department Liechtensteinische Landesbank, Vaduz.
  • Other activities and vested interests: Chairman of the Board of Directors of VPB Finanz Holding AG, Zurich; Chairman of the Board of Trustees of Privatbank-Personalstiftung, Vaduz; member of the Foundation Council of the VP Bank Foundation and of the VP Bank Art Foun­dation; member of the Board of Directors of Helios Aviation AG, Triesen; member the Executive Board of the Liechtenstein Chamber of Commerce and Industry (LIHK).

Markus Thomas Hilti (born 3 January 1951, citizen of Liechtenstein) is Vice-Chairman of the Board of Directors and member of the Nomination & Compensation Committee.

  • Education: lic. oec. HSG University of St. Gallen (1976).
  • Professional background: since 2010 Protector of the Martin Hilti-Familientreuhänderschaft, Schaan; 1990–2010 Administrative Trustee of the Martin Hilti-Treuhänderschaft, Schaan; 1981–1990 Hilti Western Hemisphere, Tulsa/USA; 1987–1990 Member of Management and responsible for product management, procurement, development and quality control as well as the management of the Tulsa/USA factory; 1981–1987 various activities in the field of finances, product management and sales; 1977–1980 Auditor Coopers & Lybrand, White Plains N.Y.
  • Other activities and vested interests: Member of the Council of Trustees of U.M.M. Hilti-Stiftung, Schaan (point 1.2).

 

Dr Christian Camenzind (born 10 May 1960, Swiss citizen) is member of the Strategy & Digitalisation Committee.

  • Education: Asian International Executive Program, INSEAD, Singapore (2011); Advanced Management Program, Wharton School, University of Pennsylvania, USA (1999); Dr. iur. University of Zurich (1989); Lic. iur. University of Zurich (1986). 
  • Professional background: since 2013 independent management consultant, Zurich and Singapore; 2011-2013 Chief Operating Officer, Wealth Management Asia/Pacific Deutsche Bank, Singapore; 2000–2011 Chairman of the Management, Bank Sal. Oppenheim jr. & Cie (Switzerland) AG, Zurich; 1998–1999 Member of Management and Head Private Banking International, Bank Leu AG, Zurich; 1997 Head of Market and Product Management, CS Private Banking Credit Suisse, Zurich; 1994–1996 Head of Private Banking and Member of the Directorate, Credit Suisse, Luxembourg; 1993–1994 Head of Financial Products Private Banking Credit Suisse, London; 1989–1994 Analyst Capital Markets, Advisor Investment Advice International/CS Life Credit Suisse, Zurich; 1987–1989 assistant to Prof. Ernst Kilgus, Institute for Swiss Banking, University of Zurich.
  • Other activities and vested interests: Chairman of the Board of Directors of B&I Capital AG, Zurich and Singapore; Advisory Council of Corecam Investment Group, Zurich and Singapore.

 

Prof. Dr Teodoro D. Cocca (born 25 July 1972, Swiss citizen) is Chairman of the Strategy & Digitalisation Committee.

  • Education: Dr. oec. University of Zurich (2001). 
  • Professional background: since 2006 Johannes Kepler University Linz; since 2006 Professor for Asset Management; since 2007 member of the Research Institute for Banking and Finance; 2011–2013 Dean of the Social and Economic Sciences Faculty; since 2010 Adjunct Professor at the Swiss Finance Institute in Zurich; 2004–2006 Project Associate Swiss Financial Center Watch as well as Finance Group (with Prof. Thorsten Hens) University of Zurich; 2003–2004 research activity with Prof. Ingo Walter at the Stern School of Business, New York/USA; 2001–2005 Project Associate at NCCR FINRISK (National Center of Competence in Research in Finance, Project: Financial Valuation and Risk Management); 1998–2006 Scientific Assistant and from 2001 onwards, Senior Assistant and Senior Researcher at the Swiss Banking Institute of Zurich University; 1995–1998 activities in Private Banking/Financial Control with Citibank Switzerland, Zurich; 1995–1996 President of the Organizing Committee of AIESEC Zurich.
  • Other activities and vested interests: Deputy Chairman of the Board of Directors of Geneva Group International, Zurich; member of the investment committee of various Austrian investment funds; owner of Cocca Asset Management KG, Weisskirchen an der Traun/Austria.

 

Dr Beat Graf (born 25 April 1964, Swiss citizen) is member of the Audit Committee.

  • Education: Master of Advanced Studies in Risk Management at the Lucerne University of Applied Sciences and Arts (2007); Doctorate in Law (Dr iur.), University of Fribourg (1996).
  • Professional background: since 2004 Allgemeines Treuunternehmen (ATU), Vaduz; since 2015 Chairman of the Council of Trustees and Board of Directors in various ATU Group companies; 2012–2015 Member of Management and responsible for the coordination of all ATU subsidiaries, compliance and marketing; 2007–2012 Member of Management and Head of Compliance; 2004–2007 Head of Compliance; 1999–2004 Founding Partner and Managing Director LM Legal Management AG, St. Gallen; 1991–1999 Swiss Bank Corporation (UBS), St. Gallen; 1998–1999 Deputy Head of Legal Services Eastern Switzerland; 1993–1998 assistant in legal department; 1991–1993 Trainee Corporate Client Advisor.
  • Other activities and vested interests: none.

 

Ursula Lang (born 15 February 1967, Swiss citizen) is member of the Risk Committee.

  • Education: Admitted to the bar (1996); studies at the Faculty of Law of Zurich University, master’s degree in law (1993).
  • Professional background: since 2015 independent lawyer (specialising in criminal law, commercial criminal law, compliance) Sintzel Krapf Lang Attorneys-at-Law, Zurich; 1998–2013 Credit Suisse, Zurich: 2011–2013 General Counsel for Switzerland and the Private Banking & Wealth Management segment; 2008–2011 Head of Compliance Switzerland; from 2009 in addition Co-Head of Global Compliance; 2006–2008 Global Head of Anti-Money Laundering Compliance; 2000–2006 compliance assistant in Credit Suisse Private Banking and Credit Suisse Financial Services; 1998–2000 employee in the legal department; 1996–1998 lawyer Stiffler & Nater Attorneys-at-Law, Zurich; 1994–1996 auditor und legal secretary Horgen District Court, Zurich.
  • Other activities and vested interests: Vice-chairwoman of the Board of Directors and member of the Audit Committee of responsAbility Investments AG, Zurich.

 

Dr Florian Marxer (born 17 August 1976, Liechtenstein citizen) is member of the Strategy & Digitalisation Committee

  • Education: Admitted to the bar in Liechtenstein (2008); Doctorate in law (Dr iur.) University of Zurich (2007); admitted to the bar, New York (2005); Master of Laws (LL.M.), Yale Law School, USA (2005); Mag. iur. University of Innsbruck (2002).
  • Professional background: since 2010 partner with Marxer & Partner Attorneys-at-Law, Vaduz; 2010–2015 member and during 2011–2014 Chairman of the Board of Directors Centrum Bank Ltd, Vaduz; 2009 trainee with Bank Julius Bär & Co. AG, Zurich und Singapore; 2005–2009 legal assistant with Marxer & Partner Attorneys-at-Law, Vaduz; 2003 legal trainee with the Princely Court of Justice (“Landgericht”) and Public Prosecutor’s Office in Liechtenstein; 2000–2001 project assistant at the Institute for Civil Law at the University of Innsbruck; 1997–1998 Stagiaire with the Permanent Representation of Liechtenstein with the Council of Europe.
  • Other activities and vested interests: Chairman of the Board of Directors of Belvédère Asset Management AG, Zurich; Chairman of the Board of Directors Centrum Beratungs- und Beteiligungen AG, Zurich; member of the Board of Directors of Confida Holding AG, Vaduz; member of the Board of Directors, Domar Treuhand- und Verwaltungs-Anstalt, Vaduz; President of the Foundation Council of Marxer Stiftung für Bank- und Unternehmenswerte, Vaduz (see point 1.2); Council and Board member of various non-profit and private-benefit establishments.

 

Dr Gabriela Maria Payer (born 14 July 1962, Swiss citizen) is member of the Nomination & Compensation Committee and of the Strategy & Digitalisation Committee.

  • Education: Advanced HR Executive Program at the Michigan Business School, Michigan/USA (2004); Doctorate at the university of Zurich (1990); study of languages and business management at the universities of Zurich and of the Sorbonne, Paris/France (1987).
  • Professional background: since 2012 Head of Training and Member of Management Swiss Finance Institute, Zurich; since 2012 Creative Business Development and Management Consul­ting PAYERPARTNER, St. Moritz; 1993–2012 UBS AG, Zurich: 2009–2012 Founder and Head of UBS Business University for the entire divisions of the bank, 2005–2009 Head of Personnel Worldwide, Asset Management and Corporate Banking Businesses, 1998–2004 Founder and Head UBS e-banking and Marketing Technology, 1993–1998 Head of Marketing and Distribution Channels, Switzerland; 1990–1993 American Express, Zurich – London – Frankfurt; 1988–1989 Head of Communication Scheller Informatik Group, Brugg; 1984–1987 student traineeship IBM Switzerland, Zurich.
  • Other activities and vested interests: member of the Board of Directors and member of the Nomination and Compensation Committee of Helvetia Group AG; member of the Advisory Council of Swiss Leadership Forum; member of the Advisory Council “CAS in General Management for Boards of Directors”, University of Berne; Chairwoman of the “Association of Compensation and Benefits Experts – acbe”, Zurich.

 

Michael Riesen (born 24. June 1962, Swiss citizen) is Chairman of the Audit Committee and member of the Risk Committee.

  • Education: Swiss Certified Public Accountant (1992), Certified Trustee with Federal Diploma (1988), degree in Business Administration HKG (1985).
  • Professional background: since 2014 independent management consultant; 1987–2013 various audit and advisory activities (as from 1998 as partner) with Ernst & Young AG, Zurich; 2010–2012 Sponsoring Partner of the Global Programme “Assessment of Service Quality (ASQ)” of Ernst & Young EMEIA Sub-Area Financial Services; 2008–2012 Managing Partner Quality & Risk Management as well as Member of the Management Committee of Ernst & Young EMEIA Sub-Area Financial Services; 2008–2010 Managing Partner Financial Services and Member of the Board of Management; 2006–2008 Country Managing Partner Assurance Financial Services as well as Member of the Board of Management; 2005–2006 Head Assurance Financial Services as well as Member of Management of Ernst & Young AG; 2004 Head of one unit of Assurance Financial Services; 2000–2003 Head Professional Practice Banking Audit of Ernst & Young AG; 1985–1987 Internal Auditor with Swiss Federal Railways, department of Organisation & Audit, Berne; 1981–1984 assistant in municipal office of the commune of Steffisburg; 1980–1981 Member of the Project Team on Conversion to Natural Gas Energy and Transport Operations Thun.
  • Other activities and vested interests: Member of the Board of Directors of VPB Finanz Holding AG.

 

Dr Daniel H. Sigg (born 22 September 1956, Swiss citizen) is Chairman of the Risk Committee and member of the Audit Committee.

  • Education: Doctorate in Law (Dr iur.) University of Zurich (1984).
  • Professional background: since 2006 consultant in the field of financial services at DHS International Advisors LLC, New York; 2000–2005 President of Times Square Capital Management Inc., New York; 1997–1999 Senior Managing Director and Global Head of Institutional Asset Management UBS, Zurich and New York; 1990–1997 member of Senior Management and CFO BEA Associates, New York; 1987–1990 Vice-President and Head of International Securities Trading and Sales at Swiss American Securities Inc., New York; 1985–1987 activities in the area of Fixed Income Credit Suisse First Boston Inc., New York; 1984–1985 Financial Analyst Credit Suisse Zurich and New York.
  • Other activities and vested interests: Member of the Board of Directors of Bellevue Group AG, Zurich; Member of the Board of Directors of Auerbach Grayson & Co., New York; President of Asset Management BAB, N.V., Curaçao, Member of the Board of the Swiss Institute, New York.

 

3.2 Other activities and vested interests

Details of other activities of the Board members and any vested interests may be found in their biographies set out in point 3.1.

 

3.3 Interlocking relationships

There are no interlocking directorships between the Board members of VP Bank and any other listed companies.

 

3.4 Election and term of office

Details concerning the election and terms of office of the current members of the Board of Directors can be found in the analysis shown in Point 3.1. Pursuant to Art. 16 of the Articles of Incorpo­ration, the Board of Directors comprises at least five members who are elected for a term of three years. The members of the Board of Directors are elected individually (re-election is permitted).

The Board of Directors elects the Chairman and Vice-Chairman from amongst its members for a term of three years (re-election is permitted).

 

3.5 Internal organisation

The internal organisation and modus operandi of the Board of Directors are set out in the Articles of Incorporation (Arts. 17 to 19) and in the Organisation and Business Rules (OBR Sections 2 to 4)4.

In collaboration with the Executive Board, the Board of Directors annually reviews the Group’s strategy in keeping with the provisions of the Articles of Incorporation and OBR and establishes the medium- and long-term objectives as well as the management guidelines of VP Bank Group. The Board of Directors decides on the annual budget as proposed by the Executive Board (parent bank and at Group level), on strategically important projects, on individual company and consolidated financial statements, as well as on important personnel-related issues.

 

3.5.1 Division of tasks within Board of Directors

The Chairman – or, in his absence, the Vice-Chairman – conducts the direct supervision and control of the Executive Board and Group Executive Management on behalf of the Board of Directors. To be able to fulfil its duties in an optimal manner, the Board of Directors is supported by four committees: the Nomination & Compensation Committee, the Audit Committee, the Risk Committee and the Strategy & Digitalisation Committee. 

 

3.5.2 Composition, tasks and areas of responsibility of the Board committees

The tasks, competencies, rights and obligations of the various Committees are laid down in the Organisation and Business Rules. In addition, the functions of the Audit and of the Risk Committees are governed by way of business regulations. 

Minutes are kept on the matters dealt with by the committees at their respective meetings and are forwarded to the attention of the Board of Directors. In addition, the committee chairmen inform the Board of Directors at the following Board meeting about all important matters as part of a standard agenda item.

 

Nomination & Compensation Committee

The Nomination & Compensation Committee comprises the following members: Fredy Vogt (Chairman), Markus Thomas Hilti and Prof. Dr. Gabriela Maria Payer. Pursuant to Section 3.2 OBR, the Committee is primarily responsible for the following: 

  • assisting the Chairman of the Board of Directors in the fulfilment of his management and coordination duties, as well as the entire Board of Directors on matters of corporate governance, organisation and monitoring of business developments;
  • defining the criteria for the election of Board members; performing the evaluation and submitting the related motions to the Board of Directors;
  • submitting motions to the Board of Directors on the composition of the Committees of the Board of Directors;
  • preparing and submitting motions for the post of Chief Executive Officer and – in collaboration with the Chief Executive Officer – of the remaining members of the Executive Board;
  • submitting proposals to the Board as to the compensation to be paid to the members Executive Board;
  • dealing with fundamental issues concerning personnel policy (e.g. salary and equity-participation systems, management development, succession planning, staff welfare benefits) for the attention of the Board of Directors;
  • submitting motions to the Board with regard to the compensation paid to the Chairman and other members of the Board of Directors. 

 

Audit Committee

The Audit Committee comprises Michael Riesen (Chairman), Dr Beat Graf and Dr Daniel H. Sigg. The Audit Committee assists the Board of Directors in fulfilling the tasks assigned to it under the Banking Act with regard to the overall management, supervision and control of the parent bank and of VP Bank Group. The Audit Committee is responsible in particular for the following tasks (pursuant to OBR Section 3.3): 

  • receiving and dealing with the reports of Group Internal Audit and the Banking-Law Auditors as well as assessing the appropriateness of the procedures deployed to remedy the pending matters arising from the audit;
  • critically assessing financial reporting as well as discussion thereof with the CFO, the Head of Group Internal Audit and representatives of the Banking-Law auditing firm;
  • deciding whether the individual company and consolidated financial statements can be recommended to the Board of Directors for submission to the annual general meeting of shareholders;
  • assessing the functional capability of the internal control system;
  • evaluating the measures taken to ensure compliance with and the enforcement of legal (e.g. capital-adequacy, liquidly and risk diversification provisions) and internal provisions (compliance);
  • taking note of significant interactions with the respective supervisory authorities as well as assessing the corrective action taken to implement any conditions imposed;
  • assessing the quality of the internal and external auditors, as well as the collaboration between the two sets of auditors;
  • defining the multi-year audit plan of Group Internal Audit, as well as informing themselves as to and discussing the audit planning of the Group and Banking-Law auditors;
  • assessing the performance, fees paid to and independence of the external auditors, especially in terms of the compatibility of their auditing activities with any consulting mandates they may have;
  • deliberations of the Board of Directors on the appointment and removal of external auditors;
  • submitting motions to the Board of Directors for the appointment and removal of the Head of Group Internal Audit;
  • advising the Board of Directors on the appointment and removal of the Chief Financial Officer.

 

Risk Committee

Dr Daniel H. Sigg (Chairman), Ursula Lang and Michael Riesen belong to the Risk Committee. The Risk Committee assists the Board of Directors in fulfilling the tasks assigned to it under the Banking Act with regard to the overall management, supervision and control of the parent bank and of VP Bank Group. The Risk Committee is responsible in particular for the following tasks (pursuant to OBR Section 3.4):

  • receiving and dealing with the reports of Group Risk as well as assessing the appropriateness of procedures deployed to manage and monitor risks;
  • critically assessing financial, business, reputational and operational risks as well as discussing these with the Chief Risk Officer and the Head of Group Risk;
  • assessing the functional capability of risk management and monitoring as well as of the internal control system;
  • assessing the measures taken designed to ensure compliance with and observance of legal pro­visions (such as, for example, compliance with capital-adequacy, liquidity and risk-diversification provisions) and internal regulations (compliance) and the observance of these provisions;
  • informing themselves as to significant interactions with the respective supervisory authorities as well as assessing the measures taken to implement conditions imposed by the latter as well as assessing the appropriateness of the procedures designed to ensure compliance with conditions imposed by supervisory authorities and of measures taken;
  • assessing the quality (effectiveness) of risk governance as well as the cooperation between Risk Management, Risk Monitoring, Group Executive Management, Risk Committee and the Board of Directors;
  • evaluating whether the incentives offered by the Board of Directors as part of the system of remuneration take into account the risk, equity, liquidity as well as the probability and timing of revenues.
  • advising the Board of Directors on the appointment or removal of the Chief Risk Officer.

 

Strategy & Digitalisation Committee

Prof. Dr Teodoro D. Cocca (Chairman), Dr Christian Camenzind, Dr Florian Marxer and Dr Gabriela Maria Payer belong to the Strategy & Digitalisation Committee. The Strategy & Digitalisation Committee assists and advises the Board on strategic issues and projects. The following tasks, in particular, are incumbent on it (in accordance with OBR Section 3.5):

  • preparation of strategic issues for the attention of the Board of Directors;
  • in-depth handling of strategic issues (e.g. digitalisation in banking);
  • ensuring on-going steering and management processes in the area of strategy;
  • review (periodically and on an ad-hoc basis) of strategy (strategy review);
  • review of implementation of strategic measures (strategy controlling);
  • ensuring strategy is well embedded within the bank;
  • examining the strategic fit of mergers, acquisitions, cooperation partnerships, business cases etc.;
  • raising the outward and market orientation as well as the innovative capacity of the bank. 

 

3.5.3 Modus operandi of the Board of Directors and its committees

At the invitation of the Chairman, the Board of Directors normally meets eight to ten times per year as well as for one strategy meeting in camera. Generally, the meetings consist of three parts: 

  • a Board-internal part;
  • a consultative part during which members of the Group Executive Management and Executive Board are also in attendance to present their proposals and exchange information;
  • a decision-making part during which the Board of Directors arrives at its resolutions. In order to be informed at first-hand, the CEO is also present during the decision-taking part of Board of Directors’ meetings.

Specific topics addressed by the Board of Directors and its committees can require that further individuals are called upon to attend (executives of VP Bank Group, representatives of the Banking-Law auditors, as well as internal or external specialists and advisors). 

During 2016, the Board of Directors held nine ordinary meetings and one extraordinary meeting. In addition, the Board of Directors and Executive Board jointly conducted a full-day strategy workshop. 

The Nomination & Compensation Committee usually meets six to ten times annually. When required, the CEO participates in the Nomination & Compensation Committee meetings in an advisory capacity. During 2016, the Nomination & Compensation Committee met on a total of twelve occasions. 

The Audit Committee usually meets on five to eight occasions per annum, with the meeting dates being set to accommodate the needs arising from specific tasks (closing of accounts, financial reporting, Auditors’ reports, etc.). The CFO and the Head of Group Internal Audit attend the meetings. At one joint meeting with the Risk Committee, there is an exchange of information with the Executive Board regarding the quality of internal control systems and other matters. For the purpose of addressing audit-specific topics, representatives of the external auditing firm (as a general rule, the Auditor-in-Charge) participate. Last year, the Audit Committee met for seven ordinary meetings and one extraordinary meeting. In four of these meetings, specific issues were dealt with together with the Risk Committee. 

The Risk Committee usually meets on five to eight occasions per annum. The CRO, the Head of Group Internal Audit as well as the Head of Group Risk attend the meetings. At one joint meeting with the Audit Committee, there is an exchange of information with the Executive Board regarding the quality of internal control systems and other matters. Last year, the Risk Committee met for seven ordinary meetings and one extraordinary meeting. In four of these meetings, specific issues were dealt with together with the Audit Committee. 

The Strategy & Digitalisation Committee usually meets on six to eight occasions per annum. The CEO, and representatives of the Group Executive Board attend the meetings. In 2016, the Strategy & Digitalisation Committee met for a total of six meetings. 

Board of 
Directors

Nomination & Com-
pensation Committee

Audit & Risk 
Management 
Committee

Audit 
Committee

Risk 
Committee

11

12

8

7

6

11

12

2 1

1 1

 

11

12

 

 

 

8

 

 

 

4

11

3 1

 

 

6

11

 

6 2

 

 

5

 

 

6

 

11

 

 

 

6

8

9

 

 

4

11

 

8

7

 

11

 

8

7

 

1 Committee member until 29 April 2016

2 Committee member from 29 April 2016 

3 Member of the Board of Directors since 29 April 2016

 

Chairman Emeritus

Fürstlicher Kommerzienrat Dr Heinz Batliner, Vaduz, has been Chairman Emeritus of VP Bank since 1996. The Board of Directors bestowed this honorary title upon him for his services to VP Bank. From 1961 to 1990, Dr Heinz Batliner was Manager/General Manager and Head of the Management Board, and from 1990 through 1996 Chairman of the Board of Directors. 

 

3.6 Regulations governing responsibilities and powers of authority

The Board of Directors is the corporate body in charge of overall management, supervision and control of the Executive Board. It bears ultimate responsibility for the strategic direction of VP Bank Group. 

The powers and duties of the Board of Directors are laid down in detail in Art. 17 of the Articles of Incorporation as well as in Section 2.2–2.4 OBR. The tasks and competencies of the four Board committees are described in Section 3 OBR. 

The Board of Directors has delegated to the Executive Board the responsibility for the operational management of VP Bank as well as the overall management, supervision and control of the sub­sidiary companies of VP Bank Group. The tasks and competencies of the Executive Board are laid down in the Articles of Incorporation (Art. 21) and in the OBR. The OBR contains more detailed provisions regarding the Executive Board/Group Executive Management in Section 5 thereof. 

The segregation of functions between the Board of Directors and the Executive Board / Group Executive Management is also evident in the organisational chart (“Structure of VP Bank Group”).

 

3.7 Information and control instruments vis-à-vis Executive Board and GroupExecutive Management

The Board of Directors and its committees have at their disposal various information and control instruments for managing and supervising the activities of the Executive Board. Among those instruments are the strategy process, medium-term planning, the budgeting process and reporting. 

The members of the Board of Directors regularly receive various reports: monthly financial reports, risk-controlling reports, as well as periodic reports on the quarterly, semi-annual and annual financial statements (consolidated and individual company accounts). The latter also include quantitative and qualitative information, as well as budget variances, period-specific and multiyear comparisons, key performance indicators for management purposes, and risk analyses, all of which cover the parent bank, the subsidiaries and the Group in aggregate. These reports enable the Board of Directors at all times to obtain a picture of significant trends and the risk situation. Those reports that lie within the scope of tasks of the Audit or Risk Committees are dealt with by the respective body, and corresponding proposals are forwarded to the Board of Directors for approval. The most recent reports undergo a comprehensive review at each Board meeting. 

On the basis of reporting by the Executive Board, the Board of Directors reviews the implementation of business strategies and strategy controlling twice a year. 

A further important instrument to assist the Board of Directors in fulfilling its supervisory and control function is Internal Audit, which conducts its activities in compliance with the internationally recognised standards of the Swiss Association of Internal Auditors and the Institute of Internal Auditors (IIA). The duties and powers of Internal Audit are laid down in a specific set of rules. As an independent body, it examines in particular the internal control systems, management processes and risk management. 

The Chairman of the Board receives all minutes of the Executive Board meetings. In addition, he exchanges information with the CEO on a weekly basis as well as with the other Executive Board members.