Good management is based on rules
The Helsana Group operates in accordance with the principles of corporate governance – for value- centric, responsible and transparent management. This creates clarity for our policyholders, employees, shareholders and the public.
At the Helsana Group, corporate governance encompasses the entire organisation of the company as well as the management and control instruments with which it meets legal requirements. In terms of transparency and responsibilities, it follows the recommendations of the Swiss Code of Best Practice for Corporate Governance.
The Code of Conduct contains the ethical principles of business as stipulated by the Board of Directors, to which all Helsana employees are committed. The Code of Conduct contains the shared fundamental values and principles for daily work that all employees of the Helsana Group must follow to ensure the achievement of our long-term objectives. It also fosters a common understanding of what is honest and ethical business practice.
1. Group structure and shareholder base
The shareholders of Helsana Ltd are Stiftung Fondation Sana owning 79 per cent and Verein Artisana owning 21 per cent of the share capital of CHF 70 million. Stiftung Fondation Sana consists of a Foundation Board with currently 26 members and a committee of seven members. Verein Artisana is governed by a board of seven members.
Helsana does not have any holdings in the listed companies included in its consolidated financial statements. It also does not have any cross-shareholdings where either party owns more than five per cent of the capital or votes.
2. Capital structure
The share capital of Helsana Ltd amounts to CHF 70 million, divided into 70,000 fully paid up registered shares with a nominal value of CHF 1,000 each. Each share entitles the holder to one vote at the Annual General Meeting. Registered shares may only be transferred with the approval of the Board of Directors. The share capital did not change in the past three reporting years. There are no rules restricting nominee entries.
There are no preferred or voting shares, and the company does not have any participation certificates outstanding. The company has neither conditional nor authorised capital nor has it issued any dividend-right certificates. Helsana has not issued any convertible bonds or options nor does it have any outstanding.
3. Board of Directors
The Board of Directors is responsible for the strategic management of the Helsana Group. The Board consists of the Chair and eight members. The Board of Directors comprises only non-executive members.
- More information on the members of the Board of Directors can be found at: helsana.ch/bod
None of the members sat on the Executive Board of any Helsana Group company in the past three financial years. The Board members also do not have any business relationships with the Helsana Group and its companies that could influence their decisions and activities as members of the Board of Directors.
The members of the Board of Directors are elected individually for a new term of office by the Annual General Meeting every two years. Board members may be re-elected for a maximum of five terms. If a member leaves the Board during their term of office, their successor will serve the remainder of that term.
3.1 Internal organisation
The organisational structure of the Board of Directors and the Executive Board is governed by the organisational regulations, which set out the responsibilities of the Board of Directors, its committees, the internal auditors and management as well as their reporting tasks.
The Board of Directors is the highest management authority of the Helsana Group. Four standing Board committees support the work of the Board of Directors in coordinating its tasks, issuing policy documents and preparing resolutions. They may be supplemented by additional specialised committees for specific tasks. The Board of Directors meets as often as business requires, but at least five times a year (2017: nine sessions).
Four standing committees support the work of the Board of Directors
3.2 Internal audit
Internal audit provides the Board of Directors with an efficient method of obtaining information independently. Internal audit reports directly to the Chair of the Audit & Risk Management Committee. The objective of a risk-based process of monitoring the management and control processes is to improve the business processes and create corporate added value.
Internal audit submits quarterly reports to the Board of Directors and coordinates and supports the work of the external auditors.
4. Executive Board
The Executive Board manages the operations of the Helsana Group. It consists of five members. The CEO has executive operating responsibility.
- More information on the members of the Executive Management can be found at: helsana.ch/eb
5. Remuneration, shareholdings and loans
The Board of Directors determines the remuneration for its members at the request of the Executive & Remuneration Committee. This committee determines the remuneration for members of the Executive Board in accordance with the guidelines of the Board of Directors. The total remuneration of the Executive Board is composed of a fixed annual salary, a variable component and employer contributions to social insurance and the pension fund. The variable component is dependent on objective attainment.
Remuneration of serving members of Group bodies
The Helsana Group reports the highest remuneration paid to an individual member separately for each of the two bodies. In 2017, the following remuneration was paid to acting members of the Board of Directors and the Executive Board: the total remuneration of the Board of Directors amounted to CHF 1,082,700. This amount includes all remuneration for their work on the Board of Directors and in the four standing Board Committees. The Chair of the Board of Directors received remuneration of CHF 308,270. This includes remuneration received for his work as Chair and the expenses for his other Board Committee chairmanships as well as remuneration for his cooperation within other committees and associations. In 2017, the remuneration of the Board of Directors overall was reviewed and revised taking account of market-relevant data. The Board of Directors consciously continues to receive no variable components. The remuneration amount takes account of the increased level of work associated with the mandate of the Chair of the Board of Directors and of the other members of the Board of Directors as required by law and under the applicable regulations.
The total remuneration of the five-member Executive Board consisted of cash payments of CHF 2,182,800, pension contributions of CHF 314,700 and other compensation of CHF 141,000. The Chief Executive Officer received the highest remuneration in the form of a cash payment of CHF 564,000, pension contributions of CHF 90,100 and other compensation of CHF 32,400. The cash payments include the basic salary and all variable components. Total compensation increased slightly in 2017 compared to 2016, as the degree of objective achievement used for calculating the variable component was somewhat higher than in the previous year.
The members of the Executive Board must pay to the company all royalties, fees and other remuneration accruing to them from mandates performed on behalf of the Helsana Group. No additional fees or remuneration requiring disclosure were paid to members of the Board of Directors or the Executive Board.
6. Shareholders’ rights of participation
Each share entitles the holder to one vote at the Annual General Meeting. There are no preferred or voting shares. Shareholders may be represented at the Annual General Meeting by a written proxy. The proxy does not have to be a shareholder.
There are no statutory rules on the restriction of voting rights and participation in the Annual General Meeting.
Resolutions are passed by the absolute majority of votes represented, unless required otherwise by an imperative provision of the law. There is no statutory quorum.
The Annual General Meeting is held every year within six months of the end of the financial year. It is convened by the Board of Directors, the liquidators or the auditors. The Board of Directors also convenes a General Meeting if this is requested by shareholders representing at least ten per cent of the share capital and indicating the agenda items and motions in writing.
The Annual General Meeting is called at least 20 days before the date of the meeting. The invitation must contain the items on the agenda and the motions of the Board of Directors and, if applicable, of the shareholders.
Helsana keeps a share register of all registered shares in which the names and addresses of all owners and beneficiaries are recorded.
7. Change in control and defence measures
As Helsana is not listed on the stock exchange, the company is not obliged to make any public purchase offers.
There are no change of control clauses in any agreements and plans favouring the members of the Board of Directors and/or the Executive Board or any other managerial employees of Helsana.
8. External auditors
The external auditor is appointed for one year according to the articles of association. The maximum term of office of the lead auditor is seven years. The mandate covers the vast majority of companies directly or indirectly held by Helsana within the scope of consolidation.
Ernst & Young AG, Zurich, has been the external auditor of the Helsana Group since 2006. The mandate was extended at the Annual General Meeting on 8 April 2016. Rolf Bächler has been the lead auditor since 2017. The audit fees amounted to CHF 601,756 in 2017. Additional fees for consulting totalled CHF 247,177 in 2017.
9. Strong risk and control management
Helsana attaches great importance to risk management and has established a company-wide internal control system (ICS) and risk management in accordance with the provisions of the Swiss Code of Obligations and the Insurance Supervision Law (VAC). Risk and control management are key management tools and help in achieving corporate goals and maintaining the existence and success of the Helsana Group over the long term.
The Board of Directors regularly receives reports on material risks and their development, as well as on the measures taken to control and limit these risks. The internal control system records risks in operating business.
10. Information policy
The Helsana Group pursues a policy of providing its shareholders, employees and customers with open and comprehensive information on a regular basis.
Under “Helsana Group” on the website www.helsana.ch, the company publishes information on topics such as its corporate strategy, legal structure, corporate governance, media releases, annual reports and other information addressed to specific target groups.
The Group’s business results are published once a year. The press releases and presentations can be accessed on the company’s website. The annual report is available in German, French, Italian and English. It can be downloaded from the website from the date of publication of the annual results.
A Chairman’s Conference is held for the shareholders of Helsana Ltd in October every year. The Annual General Meeting is held every year within six months of the end of the financial year. Extraordinary General Meetings are convened as necessary.
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