Corporate Governance
The corporate governance of Bell Food Group Ltd comprises all the principles and rules that are binding for the management, control and organization of the company.
Bell Food Group Ltd is listed on the SIX Swiss Exchange and follows the recommendations of the "Swiss Code of Best Practice for Corporate Governance" of economiesuisse and complies with the Directive on Information Relating to Corporate Governance of the SIX Swiss Exchange (DCG). The corporate governance disciplines and rules of Bell Food Group Ltd are laid down in the law, the Articles of Association and the Organizational and Business Regulations. The Articles of Association and the Organizational and Business Regulations are regularly reviewed by the Board of Directors and adapted to requirements.
Information policy
The Bell Food Group Ltd publishes the annual report with the overall result of the previous year in February and a half-year report with the half-year result of the current year in August. Both reports provide information on the business performance and results of the Bell Food Group. Current developments are also announced in media releases and on the company's own website.
Capital structure
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Capital
The company's share capital is fully paid up and amounts to CHF 3,142,856. It consists of 6,285,712 registered shares with a nominal value of CHF 0.50 each.
Additional share information can be found on pages 7, 47, 48, 70 and 94 of the 2023 Annual Report.
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Authorized and conditional capital in particular
There is neither conditional nor authorized share capital.
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Changes in capital
There were no changes in capital in the last three reporting years.
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Shares, participation and dividend-right certificates
All registered shares of Bell Food Group Ltd have a par 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 dividends, with the exception of treasury shares held by the company. A shareholder is not entitled to the printing and delivery of certificates for registered shares.
Bell Food Group Ltd has neither participation certificates nor dividend-right certificates outstanding. -
Restrictions on transferability and nominee registrations
The transfer of registered shares for ownership or usufruct requires the approval of the Board of Directors, which may delegate its powers in whole or in part. The entry of an acquirer in the share register may be refused if the acquirer does not expressly declare at the request of the company that he has acquired the shares in his own name and for his own account or if, as a result of the entry of an acquirer, a natural person, legal entity or partnership directly or indirectly acquires more than 5 percent of the share capital.
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Convertible bonds, debentures and options
Bell Food Group Ltd has no outstanding convertible bonds or options. Information on the bonds can be found in the notes to the consolidated financial statements on page 89 of the Annual Report 2022.
The Board of Directors of Bell Food Group Ltd sets the strategic guidelines, issues the necessary instructions and monitors the Group's overall activities, while the Group Executive Board is responsible for the operational business. The Board of Directors reviews the fundamental plans, in particular the annual, multi-year and investment plans, as well as the company's objectives. It identifies opportunities and risks and initiates the necessary measures. Detailed organizational and business regulations define the competencies and responsibilities of the Board of Directors and Group Management.
In addition to the non-transferable responsibilities and powers, the Board of Directors decides in particular on mergers, legal disputes and contracts of particular importance, on investment projects over CHF 5 million and on the purchase and sale of properties and companies. It determines the organization of the Bell Food Group and appoints, dismisses and monitors the persons entrusted with the operational management of the Group. It defines the corporate policy and the objectives and strategies derived from it and monitors compliance with them. It also decides on the exercise of directorships outside the Bell Food Group by members of the Group Executive Board and on the granting of loans, sureties and guarantees to third parties of CHF 1 million or more and on derivative transactions of CHF 10 million or more.
The Board of Directors generally meets seven times a year and every two months. Unscheduled meetings for strategic business and transactions of major importance are held as required. The CEO and CFO regularly attend the meetings. In addition, the heads of the business divisions and, if necessary, other members of management are invited for individual topics. No external consultants were consulted in the reporting year.In 2022, the Board of Directors held seven ordinary meetings and one constituent meeting. In addition, two resolutions were passed by circular letter. The average duration of the ordinary meetings in the reporting year was 8.5 hours. The attendance rate was 100 percent.
In addition to ordinary business, the Board of Directors dealt in depth with the following topics and projects in the reporting year:
- Influence and effects of the Ukraine crisis, the massive price increases on the procurement market and issues relating to procurement security, securing energy supplies and the impact of inflation and currency effects on the Bell Food Group; the effects of the coronavirus pandemic also continued to be a topic
- Investment programs as part of the plant development plans of Bell and Eisberg in Switzerland as well as Hilcona in Liechtenstein and Hubers in Austria
- Business development and strategic alignment of the Marchtrenk site of Eisberg Austria and the Hilcona site in Bad Wünnenberg, Germany
- Divestment of the trading activities of Bell Hungary and Bell Romania
- Acquisition of the Stöckli AG hatchery in Switzerland
- Approval of a new strategy architecture for the Bell Food Group as of January 1, 2023
- Adoption of the new HR strategy2026+ and the sustainability strategy2026+ for the Bell Food Group
- Implementation of an Audit Committee of the Board of Directors as of January 1, 2023
The Board of Directors undergoes a self-evaluation every two years, in which the individual members are asked about strategy, culture, skills, organization and governance. The last self-evaluation took place in December 2022 and confirmed the functionality of the Board.
Information and control instruments vis-à-vis the Group Management
The CEO and CFO regularly inform the Board of Directors about the course of business. The Chairman of the Board of Directors is in close contact with Group Management and generally meets with the CEO for a monthly working meeting.
Management reporting (MIS) is prepared monthly by the CFO and includes a report with an overall and divisional income statement, key figures and evaluations. Financial reporting forms an integral part of the meetings of the Board of Directors. Deviations are discussed and measures initiated.Internal control system
As part of the institutionalized annual assessments of the quality of the internal control system at business process level, operational risks and risks in connection with financial reporting and compliance are assessed. On the other hand, the effectiveness of the controls implemented to cover these risks is assessed. These assessments also cover the general IT controls. The results of the assessments of the internal control system are summarized annually in a comprehensive report, and binding measures are defined for any potential improvements identified.
Internal audit
On behalf of the Board of Directors, Internal Audit acts as an independent and objective body to review compliance with guidelines and regulations as well as the appropriateness and effectiveness of the internal control system, among other things. It supports the development of new business processes or changes to existing ones in an auditing or advisory capacity and assists Group Management in achieving its objectives by making suggestions for improving business processes. Internal Audit pursues a risk-oriented audit approach. Findings from audits are communicated in writing to the Chairman of the Board of Directors and the Chief Executive Officer. The implementation of measures is monitored in a timely manner. Internal Audit coordinates its auditing activities and maintains a close exchange of information with the statutory auditors. It is a member of the Swiss Association of Internal Auditors (SIAA).
Auditors
Auditors
KPMG AG, Basel, since 2019
Auditor in charge
Jürg Meisterhans, lead auditor since 2020
The auditors are elected annually by the Annual General Meeting at the request of the Board of Directors. Re-election is possible.
The Board of Directors is responsible for supervising the external auditors. The auditors report to the Chairman of the Board of Directors three times a year on the findings of their review of the books. They also report to the full Board of Directors once a year.
The Chairman of the Board of Directors, the CEO and the CFO assess the auditors using comprehensive assessment criteria. The focus here is on professional competence, assertiveness, independence and the way the teams of experts deal with our internal departments. External considerations are also included in the assessment. The statutory auditors are elected annually by the Annual General Meeting.The auditing activities of the external auditors cover the legal and statutory obligations, including the assessment of the existence of the internal control system (ICS).Compliance
The Bell Food Group Ltd is committed to comprehensive integrity and regards compliance with the law as a central part of its corporate culture. The management has zero tolerance for corruption and breaches of competition law. A central compliance system for prevention, detection and reaction is in place for the entire Group. The focus is on antitrust law and data protection. The Bell Food Group focuses on preventive measures. Employees at all relevant levels receive regular training. In this way, the employees' understanding of the topic of compliance is strengthened. The necessary awareness-raising and education are intended to prevent potential misconduct in advance. The topic of integrity is kept up to date through constant dialog.
The Bell Food Group has a Code of Conduct. This framework summarizes numerous existing guidelines and describes the rules that are binding for the company and its employees in their dealings with each other and with business partners. in 2022, a new Code of Conduct for Suppliers was also drawn up, which reflects the latest global developments in relation to responsibility in the supply chains. This supplier code is linked to the discernible developments in the area of supply chains in the EU, which is an important production and sales market for the Bell Food Group. In addition to the Supplier Code, the Bell Food Group is continuously strengthening its activities in the areas of risk analysis, preventive and remedial measures and monitoring within our supply chains.
The Compliance department also includes the Data Protection department, which was restructured in terms of personnel and content in 2018 in view of the changed legal framework in the European Union. In this area, a data protection guideline was issued, a white paper with standards, organizational charts, processes and recommendations was created and intensive awareness training was carried out.
Bell Food Group whistleblowing office
The Bell Food Group as a company and all our employees are bound by the law, regulations and internal guidelines. Compliance with these must not be jeopardized in any way in order to maintain our integrity. Ethical and moral values are the binding basis for our employees, but also for our business partners.
If you suspect violations of the law, unethical behavior or breaches of our Code of Conduct, you can contact the whistleblowing reporting office. Our employees, customers, suppliers and business partners can use this to report suspected or actual violations. Such violations include, for example:- Fraud, theft, embezzlement
- Bribery/corruption
- Violations of antitrust law
- Violation of data protection or IT security guidelines
- Product safety
- Violations of environmental protection requirements
- Conflicts of interest
- Sexual harassment, discrimination, violations of personal integrity
Incoming reports are processed according to a standardized procedure. All information received is treated in strict confidence, reports can be submitted anonymously if desired, whereby anonymity is guaranteed in any case during the further process
The most secure way to submit a message is to open the following address in the browser of your private computer: https://whistle-blow.bellfoodgroup.com/
Or you can go directly to the reporting portal via the following link: 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 has a structured risk management system. As part of the risk management system, the Board of Directors, the Group Executive Board and the management of the individual divisions assess the major risks on an annual basis. In principle, risks are defined as possible events or actions that could lead to a deviation from the defined objectives or strategy implementation. Positive deviations are referred to as opportunities, negative deviations as risks. Opportunities are taken into account in the strategy process, while negative deviations are dealt with in the risk management process. Risks are assessed in terms of the probability of occurrence and the quantitative impact in the event of occurrence. A full survey of potential risks is carried out every three years, relevant risks for the Bell Food Group are identified and measures are defined as far as possible to reduce the probability of occurrence and/or the impact of potential risks. A responsible person is assigned to each measure. In the years between the full surveys, the Board of Directors and the Group Executive Board monitor the status of the measures and make an up-to-date assessment. As part of the Bell Food Group's risk management process, risks with a potential loss above a certain level are actively managed at EBIT level within three years. The relevant loss amount for these major risks is CHF 5 million in the Bell Switzerland division and CHF 1 million in the other divisions. Precautions and measures are taken as far as possible against risks that cannot be influenced or can only be influenced to a limited extent.
Due to the current geopolitical situation, a reassessment of risks was carried out at all units in the reporting year. Management sees major risks in particular in the event of sudden sharp rises in raw material prices, agricultural policy realignments and changes in consumer needs. Financial market risks are limited to foreign currency exposure, primarily in the eurozone. In the case of new acquisitions, operational risks were examined by Internal Audit as part of general health checks, and the necessary measures were defined and implemented by management.