Corporate Governance
Corporate governance at Bell Food Group Ltd encompasses all the binding principles and rules that relate to the company’s management, control and organisation.
Bell Food Group Ltd is listed on Switzerland’s SIX stock exchange and follows the Swiss Code of Best Practice for Corporate Governance of economiesuisse and complies with the SIX Swiss Exchange Directive on Information relating to Corporate Governance (DCG). The corporate governance rules and regulations of Bell Food Group Ltd are based on Swiss law, the Articles of Association and the by-laws. The Board of Directors reviews the Articles of Association and by-laws at regular intervals and adjusts them in line with changed circumstances.
Information policy
Every year in February, Bell Food Group Ltd publishes an annual report on the results for the previous year. In August, it publishes an interim report on the results for the first half of the current year. Both reports provide information on the business operations and results of the Bell Food Group. Current developments are announced in media releases and notices published on the company's website.
Capital structure
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Share capital
The company's share capital is fully paid up and equates to CHF 3 142 856. It is divided into 6 285 712 registered shares with a nominal value of CHF 0.50 each.
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Authorised and conditional share capital
There is neither conditional nor authorised share capital.
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Changes in capital
There were no changes in capital during the past three reporting years.
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Shares, participation and dividend-right certificates
All registered shares issued by Bell Food Group Ltd have a nominal value of CHF 0.50 each and are fully paid up. Each share has one vote. However, shareholders can only exercise their voting rights if they are entered in the share register of Bell Food Group Ltd with voting rights. All registered shares are entitled to a dividend, except the treasury shares held by the company. Shareholders are not entitled to have certificates for registered shares printed out and delivered.
Bell Food Group Ltd has no outstanding participation certificates or dividend-right certificates.
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Restriction of transferability and nominee entries
The transfer of registered shares as property or usufruct requires the permission of the Board of Directors. The Board of Directors may delegate all or some of its powers in this regard. The Board of Directors can refuse to register a buyer as a shareholder if the buyer does not expressly confirm that they have acquired the shares in their own name and on their own behalf, or if the entry of a buyer in the share register would lead to a natural person or legal entity directly or indirectly holding more than 5 percent of the share capital.
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Convertible bonds, bonds and options
Bell Food Group Ltd has no outstanding convertible bonds or options.
The Board of Directors of Bell Food Group Ltd defines the corporate strategy, issues the required instructions and oversees all the activities of the Bell Food Group, while the Group Executive Board is responsible for business operations. The Board of Directors reviews business planning, in particular the annual, multi-year and investment plans as well as the corporate objectives. The Board identifies opportunities and risks and initiates any measures that are required. The areas of responsibility of the Board of Directors and the Group Executive Board are set forth in detail in the by-laws.
In addition to its non-transferable responsibilities and powers, the Board of Directors decides on mergers, litigation and contracts of special importance, capital investments in excess of CHF 5 million, and acquisitions and sales of real estate and companies. The Board determines the Bell Food Group's corporate structure and is responsible for hiring, discharging and overseeing company managers and executives. It adopts the corporate policy and associated objectives and strategies, and monitors their implementation. The Board also decides about the acceptance of board member mandates outside of the Bell Food Group by members of the Group Executive Board as well as the granting of loans, surety and guarantees to third parties from CHF 1 million and derivative transactions from CHF 10 million.
The Board of Directors usually meets seven times a year, every second month. Special meetings to discuss strategic transactions and other transactions that might have a considerable impact are held as and when needed. The meetings are regularly attended by the CEO and the CFO. The heads of the business areas and other members of management are invited to attend discussions on specific topics as needed. No external advisors were engaged in the reporting year.
In 2022, the Board of Directors held seven ordinary meetings and one constitutive meeting. It also passed two resolutions by circular letter. The ordinary meetings lasted 8.5 hours on average in the reporting year. The attendance rate was 100 percent.
In addition to the usual day-to-day business, the Board of Directors concentrated on the following subjects and projects in the reporting year:
- The impact and effects of the Ukraine crisis, the massive price increases on the procurement market, matters relating to procurement security, the security of energy supply, the effects of inflation and currency developments on the Bell Food Group and the impact of the coronavirus pandemic
- Investment programmes as part of the development plans for the facilities of Bell and Eisberg in Switzerland, Hilcona in Liechtenstein and Hubers in Austria
- Business development and the strategic focus of Eisberg Austria's Marchtrenk location and Hilcona's location in Bad Wünnenberg in Germany
- Sale of the trading activities of Bell Hungary and Bell Romania
- Takeover of Brüterei Stöckli AG in Switzerland
- Approval of a new strategy architecture for the Bell Food Group from 1 January 2023
- Adoption of the new HR strategy 2026+ and the sustainability strategy 2026+ for the Bell Food Group
- Implementation of an Audit Committee to assist the Board of Directors as of 1 January 2023
The Board of Directors carries out a self-evaluation every two years during which the individual Board members are questioned about the strategy, culture, competencies, organisation and governance. The last self-evaluation took place in December 2022 and confirmed the Board's functionality.
Information channels and control instruments of the Group Executive Board
The CEO and CFO regularly report about the course of business to the Board of Directors. The Chair of the Board of Directors is in close contact with the Group Executive Board and usually meets with the CEO once a month.
The CFO submits a management report (MIS) to the Board every month and prepares a report consisting of a consolidated and a business area income statement, key indicators and analyses. Financial reporting is a permanent component of the Board meetings. Deviations are discussed and the measures that may be required are implemented.
Internal control system
During the annual institutionalised assessments to measure the quality of the internal control system at the business process level, the operational risks as well as the risks associated with financial reporting and compliance are evaluated. The effectiveness of the measures implemented to control these risks is also assessed. General IT controls form part of these assessments. Every year, the results of these assessments of the internal control system are compiled in a comprehensive report, and binding measures are defined for areas where potential for improvement has been identified.
Internal audit
Internal Audit monitors compliance with the guidelines and regulations as an independent and objective body on behalf of the Board of Directors and checks the expedience and effectiveness of the internal control system. It accompanies the development of new business processes and modifications to existing business processes in a controlling or advisory function and supports the Group Executive Board in the achievement of its objectives by making recommendations for improvements to business processes. Internal Audit pursues a risk-oriented approach to auditing. Audit results are notified to the Chair of the Board of Directors and the Chief Executive Officer in writing. The timely implementation of measures is monitored. Internal Audit coordinates its auditing activities and maintains a close exchange of information with the statutory auditors. It is a member of the Swiss Institute of Internal Auditors (IIA Switzerland).
Statutory auditor
KPMG AG, Basel, since 2019
Auditor in Charge
Jürg Meisterhans, auditor in charge since 2020
At the recommendation of the Board of Directors, the statutory auditor is elected by the Annual General Meeting every year. Re-election is possible.
The Board of Directors oversees the activities of the external auditors. The auditors brief the Chair of the Board of Directors on the results of their audit three times every year. They also report to all members of the Board once every year.
The performance of the auditors is assessed by the Chair of the Board of Directors, the CEO and the CFO on the basis of comprehensive assessment criteria. The focus falls on the audit team's technical competence, assertiveness, independence and interaction with our internal units. Other external factors also affect the assessment. The auditors are elected by the Annual General Meeting every year.
The activities of the statutory auditors comprise their legal and statutory obligations, including an evaluation of the existence of the internal control system (ICS).
Compliance
Bell Food Group Ltd has adopted the concept of all-inclusive integrity and compliance with the laws as a central tenet of its corporate culture. Management does not condone corruption or breaches of competition laws in any form. A central compliance system for the whole Group designed to prevent, identify and react to breaches is in place. The focus falls on antitrust law and data privacy as well as the Bell Food Group's preventive measures in this area. Employees at all relevant levels are regularly trained in order to improve their understanding of the topic of compliance. Awareness and knowledge of this topic should exclude the potential for misconduct early on. The topic of integrity is constantly highlighted as part of an ongoing dialogue.
The Bell Food Group has its own Code of Conduct. This framework condenses many existing guidelines and describes the rules that are binding for the company and all its employees in their interaction with one another as well as with their business partners. In 2022, a new Supplier Code taking account of the latest global developments regarding supply chain responsibility was also drawn up. This Supplier Code is directly related to identifiable developments in supply chains in the EU, an important production and sales market of the Bell Food Group. In addition to the Supplier Code, the Bell Food Group is constantly expanding its activities relating to risk analysis, preventive and supportive measures and the monitoring of our supply chains.
Data privacy is part of compliance and this topic was restructured in terms of content and personnel in 2018 in line with changed statutory framework conditions in the European Union. Data privacy guidelines were adopted, a white paper with standards, organisational charts, processes and recommendations was drawn up, and intensive training courses to raise awareness of the topic were held.
Whistleblowing reporting office of the Bell Food Group
The Bell Food Group and all its employees are bound by the law, the rules and regulations and the internal directives. They must be observed to ensure that our integrity remains beyond question. Ethical and moral values lay the binding foundation for our employees, but also for our business partners.
The whistleblowing office is available to them for reporting suspected violations of the law, unethical behaviour or breaches of our Code of Conduct. Our employees, customers, suppliers and business partners can thus report suspected or actual violations. Such offences include, for example:
- Fraud, theft, embezzlement
- Bribery/corruption
- Antitrust offences
- Violation of data protection or IT security guidelines
- Product safety
- Violations of environmental protection regulations
- Conflicts of interest
- Sexual harassment, discrimination, offences against personal integrity
Incoming reports are processed according to a standardised procedure. All information received is treated in the strictest confidence; reports can be submitted anonymously if desired, whereby anonymity is also guaranteed at all times in the further course of the proceedings.
The safest way to send a message is to open the following address in the browser of your private computer: https://whistle-blow.bellfoodgroup.com/
Or you can use the following link to go directly to the notification portal: Whistleblowing reporting office of the Bell Food Group
Questions about compliance?
If you have any questions, please contact:
Michael Gloor
Chief Compliance Officer / Human Rights Officer
Risk management
The Bell Food Group applies structured risk management. As part of the risk management process, the Board of Directors, Group Executive Board and Executive Boards of the business areas assess the major risks every year. The Bell Food Group generally defines risk as possible events or actions that could lead to a deviation from the defined objectives or strategy implementation. Positive deviations are seen as opportunities and negative deviations are deemed to be risks. Opportunities are integrated into the strategy process, while negative deviations are analysed during the risk management process. The risks are assessed for probability of occurrence and quantitative impact in the event of occurrence. A full survey of the possible risks is carried out every three years. The risks that are relevant for the Bell Food Group are identified and measures are formulated to reduce the probability of occurrence and/or the impact of the potential risks as far as possible. Every measure is given a responsible owner. In the years between the full surveys, the Board of Directors and Group Executive Board monitor the status of the measures and carry out current assessments. As part of the risk management process of the Bell Food Group, risks that could potentially cause a loss of more than a specified amount at EBIT level within three years are actively managed. The relevant amount of loss for these large risks is CHF 5 million for the business area Bell Switzerland and CHF 1 million for the other business areas. Safeguards and measures are implemented to protect the company against risks that cannot be influenced or that can only be influenced to a limited extent.
Given the current geopolitical situation, a new risk assessment was performed for all units in the reporting period. Management has identified a sudden increase in raw materials prices, shifts in agricultural policies and changed consumer needs as major risks. The financial market risks are limited to foreign currency exposure, in particular in the eurozone. Internal Audit carried out general health checks to identify the operational risks associated with new acquisitions, and management defined and implemented the required measures.