3. Board of Directors

The Board of Directors bears responsibility for 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:

  1. Chairperson

Fredy Vogt
Born 11 September 1958, citizen of Liechtenstein

Fredy Vogt 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

1988: Swiss Certified Public Accountant

1984: Swiss Certified Expert in Accounting and Controlling

 

Professional background

Since 1987: VP Bank AG, Vaduz, Liechtenstein

  • Since 2012: Chairman of the Board of Directors
  • 2003–2012: Chief Financial Officer (CFO) of VP Bank Group and Deputy Chief Executive Officer (CEO) of VP Bank Group, Head of the Corporate Center (Group Finance & Risk, Group Legal Services & Compliance, Group Tax Center, Group Communications & Marketing, Group Human Resources Management)
  • 2009–2010: Chief Executive Officer (CEO) ad interim of VP Bank Group (Corporate Development, Corporate Communications & Marketing, Group Human Resources Management)
  • 1996–2012: Member of Group Executive Management
  • 1994–1996: Head of the Corporate Planning and Accounting department
  • 1990–1994: establishment and management of the Controlling department
  • 1987–1990: Deputy Head of Internal Auditors

1985–1987: Areva Allgemeine Revisions- und Treuhand AG, Vaduz, Liechtenstein; Lead Auditor

1984–1985: Revikon Revisions- und Beratungs AG, Vaduz, Liechtenstein; Managing Director

1983–1984: Neutra Treuhand AG, St. Gallen, Switzerland; Auditor

1980–1983: Confida Treuhand- und Revisions AG, Vaduz, Liechtenstein; Assistant and later Department Head in the trustee operations department

1979–1980: Trevisor Treuhand- und Kontrollstellen AG, Vaduz, Liechtenstein; Assistant in the bookkeeping department

1979: Liechtensteinische Landesbank AG, Vaduz, Liechtenstein; Assistant in the credit department

 

Other activities and vested interests 

  • Chairman of the Board of Directors of VPB Finanz Holding AG, Zurich, Switzerland
  • Chairman of the Board of Trustees of the Privatbank Personalstiftung, Vaduz, Liechtenstein
  • Member of the Board of Trustees of the VP Bank Foundation, Vaduz, Liechtenstein
  • Member of the Board of Trustees of the VP Bank Art Foundation, Vaduz, Liechtenstein
  • Member of the Board of Trustees of the Karl Danzer Foundation, Vaduz, Liechtenstein
  • Member of the Board of Directors of Helios Aviation AG, Triesen, Liechtenstein
  • Member of the Executive Board of the Liechtenstein Chamber of Commerce an Industry, Vaduz, Liechtenstein

Markus Thomas Hilti
Born 3 January 1951, citizen of Liechtenstein

Markus Thomas Hilti is Vice-Chairman of the Board of Directors and member of the Nomination & Compensation Committee.

 

Education

1976: lic. oec. degree HSG, University of St. Gallen, Switzerland

 

Professional background

Since 1990: Martin Hilti-Familientreuhänderschaft, Schaan, Liechtenstein

  • Since 2010: Protektor der Martin Hilti-Familientreuhänderschaft
  • 1990–2010: Administrativtreuhhänder der Martin Hilti-Treuhänderschaft

1981–1990: Hilti Western Hemisphere, Tulsa, USA 

  • 1987–1990: Member of the Executive Board, responsible for product management, procurement, development, sales quality assurance as well as Head of the company's factory in Tulsa, USA
  • 1981–1987: Various activities in the fields of finance, product management and sales

1977–1980: Coopers & Lybrand, White Plains, New York, USA; Auditor


Other activities and vested interests

Trustee of U. M. M. Hilti-Stiftung, Schaan, Liechtenstein (see point 1.2)

Dr Christian Camenzind
Born 10 May 1960, Swiss citizen

Dr Christian Camenzind is member of the Strategy & Digitalisation Committee.

 

Education

1999: Advanced Management Program, Wharton School, University of Pennsylvania, USA

1989: Dr. iur. degree, University of Zurich, Switzerland

1986: lic. iur. degree, University of Zurich, Switzerland

 

Professional background

Since 2013: Self-employed Management Consultant, Zurich, Switzerland and Singapore

2011–2013: Deutsche Bank, Singapore; Chief Operating Officer, Wealth Management Asia/Pacific

2000–2011: Bank Sal. Oppenheim jr. & Cie (Switzerland) Ltd, Zurich, Switzerland; Chief Executive Officer

1998–1999: Bank Leu Ltd, Zurich, Switzerland; Head of Private Banking International, Member of the Executive Board

1989–1997: Credit Suisse Group

  • 1997: Credit Suisse, Zurich, Switzerland; Head of Market and Product Management CS Private Banking
  • 1994–1996: Credit Suisse, Luxemburg; Head of Private Banking and Member of the Senior Management
  • 1993–1994: Credit Suisse, London, England; Head of Financial Products Private Banking
  • 1989–1992: Credit Suisse, Zurich, Switzerland; Analyst Capital Markets, Investment Consulting International/CS Life

1987–1989: University of Zurich, Switzerland; Assistant to Prof. Ernst Kilgus, Institute for Swiss Banking


Other activities and vested interests

  • Chairman of the Board at B&I Capital AG, Zurich, Switzerland and Singapore
  • Member of the Board of Directors at Swiss Cyber Gate AG, Zurich, Switzerland
  • Member of the Advisory Board at Swiss Business Development Services GmbH, Zurich, Switzerland

Prof. Dr Teodoro D. Cocca
Born 25 July 1972, Swiss citizen

Prof. Dr Teodoro D. Cocca is Chairman of the Strategy & Digitalisation Committee.

 

Education

2001: Dr. oec. degree, University of Zurich, Switzerland

1998: lic. oec. degree, University of Zurich, Switzerland

 

Professional background

Since 2010: Swiss Finance Institute, Zurich, Switzerland; Adjunct Professor

Since 2006: Johannes Kepler University, Linz, Austria

  • 2011–2013: Dean of the Social and Economic Sciences Faculty
  • since 2007: Member of the Research Institute for Banking and Finance
  • since 2006: Professor for Asset Management

2004–2006: University of Zurich, Switzerland 

  • 2005–2006: Project Associate, Finance Group (with Prof. Thorsten Hens)
  • 2004–2006: Project Associate, Swiss Financial Center Watch

1998–2006: Swiss Banking Institute, University of Zurich, Switzerland

  • 2001–2006: Senior Researcher
  • 1998–2001: Research Assistant

2001–2005: NCCR FINRISK (National Center of Competence in Research in Finance, Project: Financial Valuation and Risk Management); Project Associate

2003–2004: Stern School of Business, New York, USA; Research Fellow (with Prof. Ingo Walter)

1995–1998: Citibank Switzerland, Zurich, Switzerland; Private Banking / Financial Control

1995–1996: AIESEC Zurich, Switzerland; President of the Organising Committee

 

Other activities and vested interests

  • Member of the investment committee of various Austrian investment funds
  • Owner of Cocca Asset Management KG, Weisskirchen an der Traun, Austria
  • Member of the Supervisory Council in Zertifikate Forum Austria (ZFA), Vienna, Austria

Dr Beat Graf
Born 25 April 1964, Swiss citizen

Dr Beat Graf is a Member of the Audit Committee and the Risk Committee.

 

Education

2007: Master of Advanced Studies in Risk Management, University of Applied Sciences and Arts, Lucerne, Switzerland

1996: Dr. iur. degree, University of Fribourg, Switzerland

1990: lic. iur degree, University of Fribourg, Switzerland

 

Professional background

Since 2004: Allgemeines Treuunternehmen (ATU), Vaduz, Liechtenstein 

  • 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: LM Legal Management AG, St. Gallen, Switzerland; Founding Partner and Managing Director

1991–1999: Swiss Banking Corporation/UBS, St. Gallen, Switzerland 

  • 1998–1999: Deputy Head of Legal Services Eastern Switzerland
  • 1993–1998: Assistant in the Legal department
  • 1991–1993: Apprenticeship as a Corporate Client Advisor

 

Other activities and vested interests

  • Member of Council of Trustees of Stiftung Fürstl. Kommerzienrat Guido Feger, Vaduz (see section 1.2)
  • Member of the Foundation Council of Privatbank Personalstiftung, Vaduz

Ursula Lang
Born 15 February 1967, Swiss citizen

Ursula Lang is Chairman of the Risk Committee and Member of the Audit Committee.

 

Education

1996: Admission to the Swiss bar 

1993: lic. iur. degree, University of Zurich, Switzerland

 

Professional background

Since 2015: Sintzel Krapf Lang Rechtsanwälte, Zurich, Switzerland; Self-employed attorney-at-law (specialised in Criminal Law, Commercial Criminal Law, Compliance)

1998–2013: Credit Suisse, Zurich, Switzerland

  • 2011–2013: General Counsel for the region Switzerland and the business area Private Banking & Wealth Management
  • 2008–2011: Head of Compliance Switzerland and from 2009 additionally Co-Head of Global Compliance
  • 2006–2008: Global Head of Anti-Money Laundering Compliance
  • 2000–2006: Compliance officer at Credit Suisse Private Banking and Credit Suisse Financial Services
  • 1998–2000: Employee of the legal department

1996–1998: Stiffler & Nater Rechtsanwälte, Zurich, Switzerland; Attorney-at-law

1994–1996: District Court of Horgen, Zurich, Switzerland; Legal trainee and clerk


Other activities and vested interests

Member of the Board of Directors and Chairwoman of the Audit Committee of responsAbility Investments AG, Zurich, Switzerland

Dr Florian Marxer
Born 17 August 1976, citizen of Liechtenstein

Dr Florian Marxer is member of the Strategy & Digitalisation Committee.

 

Education

2008: Bar examination, Liechtenstein

2007: Dr. iur. degree, University of Zurich, Switzerland 

2005: Bar examination, New York, USA

2005: Master of Laws (LL.M.), Yale Law School, New Haven, USA

2002: Mag. iur. degree, University of Innsbruck, Austria

 

Professional background

Since 2010: Marxer & Partner Attorneys-at-law, Vaduz, Liechtenstein; Partner

2010–2015: Centrum Bank Ltd, Vaduz, Liechtenstein 

  • 2010–2015: Member of the Board of Directors
  • 2011–2014: Chairman of the Board of Directors

2009: Bank Julius Bär & Co. AG, Zurich, Switzerland and Singapore; Trainee

2005–2009: Marxer & Partner Attorneys-at-law, Vaduz, Liechtenstein; Assistant

2003: Liechtenstein Court of Justice and Public Prosecution Office, Vaduz, Liechtensten; Trainee at court

2000–2001: University of Innsbruck, Austria; Project assistant at the institute of Civil Law

1997–1998: Liechtenstein Permanent Representation to the Council of Europe, Strassburg, France; Internship

 

Other activities and vested interests

  • Chairman of the Board of Directors of Belvédère Asset Management Ltd, Glarus, Switzerland
  • Chairman of the Board of Directors of Centrum Beratungs- und Beteiligungen AG, Zurich, Switzerland
  • Member of the Board of Directors of Confida Holding Ltd, Vaduz, Liechtenstein
  • Member of the Board of Directors of Domar Treuhand- und Verwaltungs-Anstalt, Vaduz, Liechtenstein
  • President of the Foundation Council of Marxer Stiftung für Bank- und Unternehmenswerte, Vaduz, Liechtenstein (see point 1.2)
  • Member of the Board of Directors of Liechtensteiner Volksblatt Ltd, Schaan, Liechtenstein
  • Council and board member of various non-profit and private-benefit establishments

Dr Thomas R. Meier
Born 22 November 1962, Swiss citizen

Dr Thomas R. Meier is a member of the Strategy & Digitalisation Committee.

 

Education

2017: Program for Board Members, Swiss Board School, IMP–HSG, Switzerland

2003: Advanced Management Program, Wharton School, University of Pennsylvania, USA

1994: Ph.D. in law (Dr. iur.), University of Zurich, Switzerland

1988: Master of Laws (lic. iur.), University of Zurich, Switzerland

 

Professional background

Since 2017: TRM Consulting AG, Herrliberg, Switzerland; Independent Advisor

2005–2017: Bank Julius Baer & Co. Ltd., Zurich, Switzerland

  • 2015–2017: Head CSR, Chairman Julius Baer Foundation
  • 2007–2015: Member of the Executive Board, CEO Asia
  • 2005–2007: Member of the Private Management Board, CEO of Asia, Middle East, Eastern Mediterranean & Eastern Europe

2004–2005: Deutsche Bank Luxembourg S.A., Luxembourg; Member of the Executive Board and Head of Private Wealth Management

1988–2004: Credit Suisse Group

  • 2000–2004: CEO North Asia and Branch Manager of Credit Suisse Hong Kong
  • 1997–1999: Market Head Private Banking Singapore
  • 1995–1996: Area Executive for South East Asia, Australia and New Zealand, Zurich
  • 1993–1994: Senior Credit Officer and Area Manager for Indonesia and Australia, Zurich
  • 1992–1993: Workout Specialist, Lausanne
  • 1988–1992: Various positions in the area of risk management and product development, Zurich


Other activities and vested interests

  • Member of the Board of Directors, of the Audit and of the Risk Committee of Leonteq AG, Zurich, Switzerland
  • Board member of the non-profit association “Smiling Gecko” social enterprise (NGO), Dübendorf, Switzerland

Dr Gabriela Maria Payer
Born 14 July 1962, Swiss citizen

Dr Gabriela Maria Payer is a member of the Nomination & Compensation Committee and of the Strategy & Digitalisation Committee.

 

Education

2004: Advanced HR Executive Program at the Michigan Business School, Michigan, USA

1995: Mastering Change in Financial Services at the International Institute for Management Development (IMD), Lausanne

1990: Dr. phil. degree, University of Zurich, Switzerland

1987: Studies of Languages and Business Economics, University of Zurich, Switzerland and University Sorbonne, Paris, France

 

Professional background

Since 2012: PAYERPARTNER, St. Moritz, Switzerland; Creative Business Development, Management Consulting

2012–2017: Swiss Finance Institute, Zurich, Switzerland; Head of Education and Member of the Management Board

1993–2012: UBS AG, Zurich, Switzerland

  • 2009–2012: Founder and Head of UBS Business University for all divisions
  • 2005–2009: Global Head Human Resources Wealth Management & Business Banking
  • 1998–2004: Founder and Head UBS e-banking and Marketing Technology
  • 1993–1998: Head of Marketing and Distribution Region Switzerland

1990–1993: American Express, Zurich, Switzerland, London, England and Frankfurt, Germany; Marketing and Project Manager

1988–1989: Scheller Informatik Gruppe, Brugg, Switzerland; Head of Communication

1984–1987: IBM Schweiz, Zurich, Switzerland; Workstudent

 

Other activities and vested interests 

  • Member of the Board of Directors and chairwoman of the Nomination and Compensation Committee as well as member of the Investment and Risk Committee of Helvetia Group AG, St. Gallen, Switzerland
  • Vice-chairwoman of the Board of Directors of the SGO Stiftung Gesundheitsversorgung Oberengadin, Samedan, Switzerland
  • Vice-chairwoman of the Board of Directors, chairwoman of the Nomination and Remuneration Committee as well as member of the Audit and Risk Committee of Sygnum AG, Zurich 7, Switzerland, and Singapore
  • Committee member of the Advisory Council “CAS in General Management for Boards of Directors”, University of Berne, Switzerland
  • Member of the Supervisory Council for Swiss Leadership Forum; member of the Supervisory Council Center of Human Resource Management, University of Luzern, Switzerland

Michael Riesen
Born 24 June 1962, Swiss citizen

Michael Riesen is Chairman of the Audit Committee and member of the Risk Committee.

 

Education

1992: Swiss Certified Public Accountant

1988: Swiss Certified Trustee with Federal Diploma

1985: Swiss Certified Business Economist HKG

 

Professional background

Since 2014: independent management consultant

1987–2013: Ernst & Young Ltd, Zurich, Switzerland; Review and advisory services for complex national and international financial institutions (since 1995 as Lead Auditor of banks and collective investments licensed by the FINMA, since 1998 as Partner of Ernst & Young). 

  • 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 a 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 
  • 2004: Head of an Assurance Financial Services unit 
  • 2000–2003: Head Professional Practice Banking Audit

1985–1987: Schweizerische Bundesbahnen (Swiss Federal Railways), Organisation & Audit department, Berne, Switzerland; Internal Auditor

1981–1984: Municipality of Steffisburg, Switzerland; Municipal clerk

1980–1981: Energy- and Transport Operations, City of Thun, Switzerland; Member of the Natural Gas Conversion project team

 

Other activities and vested interests 

Member of the Board of Directors of VPB Finanz Holding AG, Zurich, Switzerland

 

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 in section 3.1.

 

3.3 Number of authorised activities


VP Bank is not subject to the Swiss Ordinance against Excessive Compensation in Public Corporations (OAEC). From that point of view, it has not issued any statutory rules concerning the number of authorised activities. 

 

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 shall comprise 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 proposed by the Executive Board for the parent bank and Group, on strategically important projects, on consolidated and individual-company financial statements, as well as on important personnel-­related issues.

  1. The Organisation and Business Rules in the Internet: www.vpbank.com/regulations

 

3.5.1 Division of tasks within Board of Directors

The Chairman – or, in his absence, the Vice-Chairman – conducts, in the name of the Board of Directors, the direct supervision and control of the Executive Board and Group Executive Management. 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 powers of authority of the Board committees

The tasks, powers of authority, rights and obligations of the various Committees are laid down in the Organisation and Business Rules. In addition, the functions of the Audit Committee, the Strategy & Digitalisation Committee and the Risk Committee are governed by way of separate business regulations. Minutes for the attention of the Board of Directors are kept on the meetings and the matters dealt with by the committees at their respective meetings. 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 Dr Gabriela Maria Payer. Pursuant to chapter 3.2 OBR, the Committee is primarily responsible for the following tasks: 

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 to the Board of Directors concerning the appointment of the 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 of the 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 Ursula Lang. The Audit Committee assists the Board of Directors in fulfilling the duties assigned to it under the Banking Act regarding 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 items 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 Auditors;

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;

assessing the measures taken designed to ensure compliance with and observance of legal (e.g. compliance with capital-adequacy, liquidity and risk-diversification provisions) and internal provisions (compliance);

taking note significant interactions with the respective supervisory authorities and assessing the measures taken to implement any conditions imposed as well as assessing the appropriateness of the procedures implemented to ensure compliance with regulatory conditions imposed and of remedial action taken;

assessing the quality of the internal and external auditors, as well as the collaboration between the two sets of auditors;

setting 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 advisory mandates they may have;

advising 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

Ursula Lang (Chairwoman), Dr Beat Graf 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 regarding 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 (e.g. compliance with capital-adequacy, liquidity and risk-diversification provisions) and internal provisions (compliance); 

taking note of significant interactions with the respective supervisory authorities and assessing the measures taken to implement any conditions imposed as well as assessing the appropriateness of the procedures implemented to ensure compliance with regulatory conditions imposed and of remedial action 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 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, Dr Thomas R. Meier 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. In principle, the meetings consist of three parts: 

a Board-internal part;

a consultative part during which members of the Executive Board and Group Executive Management are also in attendance to present their proposals and exchange information;

a decision-making part during which the Board of Directors arrives at its decisions. In order to be informed at first-hand, the CEO is also present during the decision-making part of Board of Directors’ meetings. 

Specific topics addressed by the Board of Directors and its committees can require, when needed, 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 2018, the Board of Directors held eight ordinary meetings and four extraordinary meetings. 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 per annum. When required, the CEO participates in the Nomination & Compensation Committee meetings in an advisory capacity. During 2018, the Nomination & Compensation Committee met on a total of eleven 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, the General Counsel & Chief Risk Officer and the Head of Group Internal Audit attend the meetings. For the purpose of addressing audit-specific topics, representatives of the external auditing firm (as a general rule, the Auditor-in-Charge) attend the meetings. Last year, the Audit Committee convened for nine ordinary meetings and one extraordinary meeting. At one joint meeting with the Risk Committee, an exchange of information took place with the Executive Board regarding the quality of internal control systems and other matters.

The Risk Committee usually meets on five to eight occasions per annum. The General Counsel & Chief Risk Officer, the CFO and the Head of Group Internal Audit attend the meetings. Last year, the Risk Committee met for seven ordinary and two extraordinary meetings. At one joint meeting with the Audit Committee, an exchange of information took place with the Executive Board regarding the quality of internal control systems and other matters.

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 2018, the Strategy & Digitalisation Committee met for a total of six meetings. 

Board of Directors

Nomination & 
Compensation 
Committee

Audit 
Committee

Risk
Committee

Strategy &

Digitalisation 
Committee

14

11

10

9

6

14

11

10

9

6

13

11

 

 

 

14

 

 

 

6

13

 

 

 

6

13

 

10

9

 

13

 

10

9

 

14

 

 

 

6

10

 

 

 

3

13

11

 

 

6

14

 

10

9

 

1 Board member since 27 April 2018

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”, page 15).

 

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

The Board of Directors and its committees have at their disposal various informational 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 (individual-company and Group basis), risk-controlling reports, as well as periodic reports on the semi-annual and annual financial statements (consolidated and individual company accounts). These also include quantitative and qualitative information, as well as budget variances, period-specific and multiyear comparisons, key performance indicators 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 gain a picture of significant developments 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 committee and corresponding motions are forwarded to the Board of Directors for approval. The most recent reports undergo a comprehensive review at each Board meeting. 

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

A further important instrument to assist the Board of Directors in fulfilling its supervisory and control function is Group 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 Group 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 regularly with the other Executive Board members.