Board of Directors

The Board of Directors consists of 9 members, all of whom are independent according to the definition of the Swiss Code of Best Practice for Corporate Governance. According to Art. 15 of the Articles of Incorporation, all Directors are shareholders of the company.

Please see chapter Board of Directors for the biographical information of the Board members as per December 31, 2014.

Dr Rolf Soiron, Dr Andreas von Planta and Dr Erich Hunziker retired from the Board of Directors at the 2014 Annual General Meeting. The Board of Directors has expressed sincere gratitude for their services.

In 2014, the shareholders elected Mr Jürg Oleas, Swiss national, born in 1957, who holds an MSc in mechanical engineering from the Swiss Federal Institute of Technology (ETH) in Zurich, Switzerland. He is CEO of GEA Group Aktiengesellschaft, a Düsseldorf-based mechanical engineering company listed on Germany’s MDAX stock index. GEA Group is one of the largest system suppliers for the food processing industry and a wide range of other process industries. Jürg Oleas has been a member of the GEA Group Executive Board since joining the company in May 2001. Initially responsible for the Group’s chemical activities, he was appointed CEO of GEA Group on November 1, 2004. Before joining the GEA Group, he spent nearly 20 years with ABB and the Alstom Group, where he held several management positions.

In 2014, the shareholders also elected Prof Dr Wolfgang Reitzle as Chairman of the Board of Directors and re-elected eight Members of the Board of Directors. Further, the shareholders elected the Members of the Nomination & Compensation Committee. Please refer to the biographical data of all these persons under Board of Directors.

The shareholders also elected the auditors and the independent proxy.

New members of the Board of Directors are introduced in detail to the company’s areas of business.

Other major Swiss and foreign mandates of the Board of Directors outside the Holcim Group as at December 31, 2014

Board of Directors

Mandate

Position

*

Listed company

**

Related mandate of the same Board Member (company of the same group or mandate related to another mandate - e.g. association membership)

Wolfgang Reitzle

Continental AG, Hannover (Germany)*

Chairman of the Board

 

Axel Springer SE, Berlin (Germany)*

Member of the Supervisory Board

 

Hawesko Holding AG, Hamburg (Germany)*

Member of the Supervisory Board

 

Medical Park AG, Amerang (Germany)

Chairman of the Supervisory Board

Beat Hess

Nestlé S.A., Vevey (Switzerland)*

Member of the Board,
Member of the Chairman’s and Corporate Governance Committee,
Chairman of the Compensation Committee

 

Sonova Holding AG, Stäfa (Switzerland)*

Vice Chairman of the Board,
Member of the Nomination and Compensation Committee

Alexander Gut

Adecco S.A., Chéserex* (Switzerland)

Member of the Board &
Chairman of the Audit Committee

 

Gut Corporate Finance AG, Zurich (Switzerland)

Managing Partner

Adrian Loader

Oracle Coalfields PLC, London* (United Kingdom)

Chairman of the Board

 

GardaWorld, Montreal (Canada)

Member of the International Advisory Board

 

Alderon Iron Ore, Montreal (Canada)*

Member of the Board

 

Sherrit International Corporation, Toronto (Canada)*

Member of the Board

Jürg Oleas

GEA Group Aktiengesellschaft, Düsseldorf (Germany)*

Chief Executive Officer

 

RUAG Holding AG, Bern (Switzerland)*

Member of the Board

Thomas Schmidheiny

Schweizerische Cement-Industrie-Aktiengesellschaft, Rapperswil-Jona (Switzerland)**

Chairman of the Board

 

Spectrum Value Management Ltd., Rapperswil-Jona (Switzerland)**

Chairman of the Board

 

Abraaj Holdings, Dubai (United Arab Emirates)

Member of the Board

Hanne B. Sørensen

Damco International B.V., The Hague (Netherlands)

Chief Executive Officer

Dieter Spälti

Rieter Holding AG, Winterthur (Switzerland)*

Member of the Board

 

Schweizerische Cement-Industrie-Aktiengesellschaft, Rapperswil-Jona (Switzerland)**

Member of the Board

 

Spectrum Value Management Ltd., Rapperswil-Jona (Switzerland)**

Member of the Board

Anne Wade

FB Heron Foundation, New York, (USA)

Member of the Board of Trustees

 

Big Society Capital, London (United Kingdom)

Member of the Board of Directors

The Board of Directors meets as often as business requires, but at least four times a year. In 2014, six regular meetings were held. Two additional meetings focused on strategy topics. The Board of Directors held five regular meetings with all members present and one meeting with one member excused. As a rule, the members of the Executive Committee attended those parts of the regular meetings of the Board of Directors which dealt with operational issues of the Group. The average duration of each regular meeting was five hours.

Composition of the Board of Directors

1

As of April 29, 2014.

2

Until April 29, 2014.

Wolfgang Reitzle

Chairman1

Rolf Soiron

Chairman2

Beat Hess

Deputy Chairman

Erich Hunziker

Deputy Chairman2

Alexander Gut

Member

Adrian Loader

Member

Andreas von Planta

Member2

Thomas Schmidheiny

Member

Hanne Birgitte Breinbjerg Sørensen

Member

Dieter Spälti

Member

Anne Wade

Member

Jürg Oleas

Member1

Elections and terms of office

In line with the Federal Council Ordinance against Excessive Compensation (OaEC), as of the 2014 Annual General Meeting, the terms of office of all members of the Board of Directors shall be one year expiring after completion of the following Annual General Meeting. In addition, the Chairman of the Board of Directors, all Members of the Board of Directors, and all Members of the Nomination & Compensation Committee are elected for a one-year term by the Annual General Meeting. The Chairman of the Board of Directors, the Members of the Board of Directors as well as the Members of the Nomination & Compensation Committee may be proposed for re-election by the Board of Directors upon motion by the Nomination & Compensation Committee. The Nomination & Compensation Committee bases its motion on a review of the overall performance of each candidate.