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).

The Board of Directors of VP Bank consists of eight 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 table below provides information on the names, ages, functions, joining dates and remaining terms of office of the Board members.

At the annual general meeting of 24 April 2020, Dr Beat Graf and Michael Riesen were re-elected for a term of office of three years. Professor Teodoro D. Cocca did not stand for re-election, and stepped down from the Board of Directors. 

Katja Rosenplänter-Marxer was elected to the Board of Directors for a term of three years. She represents the ­interests of the anchor shareholder, the Marxer Stiftung für Bank- und Unternehmenswerte. 

The Chairman of the Board of Directors was replaced on 24 April 2020, following Fredy Vogt’s resignation. In an extraordinary meeting of the Board of Directors following the annual general meeting, Dr Thomas R. Meier (previ­- ously Vice Chairman) was elected as its Chairman with immediate effect. Thomas R. Meier has been a member of the Board of Directors of VP Bank since 2018, and was also Vice Chairman from February 2019.

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

VP Bank is not subject to the Swiss Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (ERCO). From that point of view, it has not issued any statutory rules concerning the number of authorised activities. 

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 Section 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).

The internal organisation and modus operandi of the Board of Directors are set out in the Articles of Incorpo­ration (Art. 17 to 19) and in the Organisation and Business Regulations (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.

4. The Organisation and Business Regulations online: www.vpbank.com/regulations

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. In order to be able to fulfil its duties in an optimal manner, the Board of Directors is supported by four committees: the Nomination & Compensation Committee, Audit Committee, Risk Committee, and Strategy & Digitalisation Committee.

The tasks, areas of responsibility, rights and obligations of the various committees are laid down in the Organisation and Business Regulations. 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 chairpersons are to inform the Board of Directors at the following Board meeting about all important matters as part of a standard agenda item

The Nomination & Compensation Committee comprises the following members: Fredy Vogt (Chairman), Markus Thomas Hilti, Dr Thomas R. Meier and Dr Gabriela Maria Payer. Pursuant to Section 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 human-resources 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.

The Audit Committee comprises Michael Riesen (Chairman), Dr Beat Graf, Ursula Lang and Katja Rosenplänter-­Marxer. 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 from Group Internal Audit and the bank 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 bank 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 implementation of the tax strategy of the Bank;

assessing the functional capability of the internal control system;

assessing the measures taken designed to ensure compliance with and the 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 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 bank 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 dismissal of external auditors;

submitting motions to the Board of Directors for the appointment and dismissal of the Head of Group Internal Audit;

advising the Board of Directors on the appointment and dismissal of the Chief Financial Officer.

The Risk Committee is comprised of Ursula Lang (Chairwoman), Dr Beat Graf, Michael Riesen and Katja Rosenplänter-­Marxer. 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); 
• assessing the quality (effectiveness) of risk governance as well as the cooperation between Risk Management, Risk Monitoring, Group Executive Management, the Risk ­Committee and the Board of Directors;
• assessment as to whether the business model and the risk strategy of the Bank have been considered appropriately in the pricing of liabilities offered and assets and, insofar as this is not the case, the submission of a plan of remedial action;
• evaluating whether the incentives offered as part of the system of remuneration consider the risk, equity, liquidity as well as the probability and timing of revenues; 
• advising the Board of Directors on the appointment or dismissal of the Chief Risk Officer.

The Strategy & Digitalisation Committee is comprised of Dr Thomas R. Meier (Chairman), Dr Gabriela Maria Payer and Fredy Vogt. The Strategy & Digitalisation Committee assists and advises the Board on strategic issues and projects. It is responsible for the following tasks in particular ­ (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. digitisation in banking);

ensuring on-going steering and management processes in the area of strategy;

conducting strategy reviews (periodically and on an ad-hoc basis) of strategy (strategy review);

review of implementation of strategic measures (strategy controlling);

ensuring that the 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. 

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 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 may require that further individuals be called upon to attend (executives of VP Bank Group, representatives of the bank law auditors, as well as internal or external specialists and advisors). During 2020, the full Board of Directors held eight ordinary meetings and seven extraordinary meetings. In addition, the Board of Directors and Executive Board jointly conducted two full-day strategy workshops. 

The Nomination & Compensation Committee usually meets six to ten times per year. When required, the CEO parti­cipates in the Nomination & Compensation Committee meetings in an advisory capacity. During 2020, the Nomination & Compensation Committee met on a total of eleven occasions. 

The Audit Committee usually meets on five to eight occasions per year, 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 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 seven ordinary meetings and two extra­ordinary meetings. 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 year. The Chief Risk Officer, the CFO and the Head of Group Internal Audit attend the meetings. Last year, the Risk Committee met for seven ordinary ­meetings and one extra­ordinary meeting. 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 year. The CEO and other ­representatives of the Group Executive Board attend the meetings. In 2020, the Strategy & Digitalisation Committee met on a total of seven occasions.

1. 1

    

   Board member until 24 April 2020

2. 2

    

   Board member from 24 April 2020

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. 

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 depicted in the organisational chart.

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 qualitative information, as well as budget variances, period-specific and multi-year 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. 

The Board of Directors reviews the implementation of business strategies and strategy controlling twice a year 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 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 also exchanges information with the CEO on a weekly basis, and on an ad-hoc basis with the other Executive Board members.