Corporate governance

Source of trust

As the Helsana Group, we act strictly in accordance with our corporate governance principles. This establishes clear relationships and a solid foundation for our value-oriented, responsible and transparent management. It is also the source of the trust that customers, employees and the public place in us each and every day.

Corporate governance encompasses the entire Helsana Group organisation as well as the management and control tools with which we meet our legal obligations. In terms of transparency and responsibilities, the Group follows the recommendations set out by the Swiss Code of Best Practice for Corporate Governance.

Our Code of Conduct contains our businessʼs ethical principles as stipulated by the Board of Directors, and to which all Helsana employees are committed. It contains the shared fundamental values and principles for day-to-day work that all Helsana Group employees must follow to ensure we achieve our long-term objectives. It also fosters a common understanding of what honest and ethical business practice is.

1. Group structure and shareholder base

The shareholders of Helsana Ltd are Stiftung Fondation Sana and Verein Artisana. Stiftung Fondation Sana holds 79 per cent of the CHF 70 million in share capital. Its board comprises 30 members and a committee of seven members. Verein Artisana owns 21 per cent of the share capital and is governed by a board of seven members.

There are no listed companies in Helsanaʼs scope of consolidation and no cross-shareholdings in which the capital or voting rights of each party exceeds a threshold of five per cent.

2. Capital structure

Helsana Ltdʼs share capital 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 has not changed in the past four reporting years. There are no rules restricting nominee entries.

There are no preferred or voting shares and there are no outstanding participation certificates. There is also no conditional or authorised capital, and no profit participation certificates exist. Helsana has not issued any convertible bonds or options and no such instruments are 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. Further information on the Chair and 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 four financial years, nor do Board members 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 each elected individually by the General Meeting for a term of office of one year. Re-election is possible. The total term of office is limited to 16 years.

3.1. Internal organisation

The organisational structure of the Board of Directors and the Executive Board is governed by the organisational regulations. These set out the responsibilities and reporting tasks of the Board of Directors, its committees, the internal auditors and management.

The Board of Directors is the Helsana Groupʼs highest management authority. 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 at least five times per year – or more frequently depending on business developments (2019: eight meetings).

Four standing committees support the work of the Board of Directors

Committees	Executive & Remuneration Committee	Audit & Risk Management Committee	Investment Committee	Digitalisation Committee

Composition	Prof. Thomas D. Szucs (Chair), Michela Ferrari-Testa and Reto Stump	Dr Christiane Roth-Godat (Chair), Yves Cuendet, Severin Moser and Dr Benedikt Koch	Prof. Thomas D. Szucs (Chair), Daniel Loup and Dr Jürg Dommer	Reto Stump (Chair), Prof. Thomas D. Szucs, Severin Moser
Duties and powers	Coordinating and preparing business matters to be submitted to the Board of Directors; preparing proposals for the Board of Directors on the remuneration of Board members; and determining the remuneration to be paid to the Executive Board in accordance with the Board of Directorsʼ guidelines.	Preliminary evaluation and opinion to the Board of Directors on all matters regarding accounting and auditing; reporting to the Board on the mandate, reporting (including the management letter) and determining the fees of the external auditors; election of the Head of Internal Audit; coordinating the audit plans of internal and external auditors; approving, and reporting to, the Board of Directors on the reports of the internal auditors, the responsible actuary, external group companies and the situation in risk management and the internal control system (ICS).	Preliminary assessments and preparing position statements for the Board of Directors on the reporting of non-current assets in the quarterly and annual reports, on the value at risk, the investment strategy and investment transactions that fall within the remit of the Board of Directors; and on the annual review of investment regulations.	Demanding and promoting ‘digital maturityʼ and ensuring the sustainable development of the Helsana Group with regard to digitalisation. The Digitalisation Committee is involved in the formulation and further development of the digitalisation strategy for the Board of Directors.
Meetings	The meetings of the four standing committees are based on business needs (number of meetings in 2019: Executive & Remuneration Committee: 8, Audit & Risk Management Committee: 6, Investment Committee: 5, Digitalisation Committee: 4).

3.2. Internal audit

Internal audit supports the Board of Directors in performing its work and provides independent audit services aimed at improving risk management, the internal control system and business processes. It coordinates its work with the external auditors as well as the internal assurance functions. It adopts a risk-based approach in conducting its work.

Internal audit reports to the Chair of the Audit and Risk Management Committee and submits a report to the Board of Directors on a quarterly basis.

4. Executive Board

The Executive Board of the Helsana Group is responsible for operational management. It consists of five members. The CEO has executive operating responsibility. Further information on the CEO and the members of the Executive Board can be found at: helsana.ch/eb

5. Remuneration, shareholdings and loans

The Board of Directors determines the remuneration of 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 Board of Directors and the Executive Board. The following remuneration was paid in 2019 to acting members of the Board of Directors and the Executive Board.

The total remuneration of the Board of Directors amounted to CHF 1,121,600. This figure 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 286,200. This included the fee for his work as Chair as well as the expenses for chairing Board committees and his participation in other committees and associations.

The total remuneration of the five-person Executive Board consisted of cash payments of CHF 2,636,100, pension contributions of CHF 453,600 and other compensation of CHF 131,000. The CEO received the highest remuneration in the form of a cash payment of CHF 671,900, pension contributions of CHF 115,700 and other compensation of CHF 33,300. The cash payments include the basic salary and all variable components.

Executive Board members 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. Shareholdersʼ 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 Ltd keeps a share register of the registered shares in which the owners and usufructuaries are entered with their names and addresses.

7. Change in control and defence measures

As Helsana Ltd 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 substantial majority of companies held directly or indirectly 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 12 April 2019. Rolf Bächler has been the auditor in charge since 2017. The audit fees amounted to CHF 705,843 in 2019. Additional fees for consulting totalled CHF 110,502 in 2019.

9. Strong risk and control management

Effective risk management is essential for the Helsana Group. A group-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) have been established in recent years. Risk and control management are key management tools and help to achieve corporate goals and maintain 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 ICS records risks in Helsanaʼs operating businesses.

10. Information policy

The Helsana Group pursues a policy of providing shareholders, employees and customers with transparent and comprehensive information on a regular basis. Information on topics such as the Groupʼs corporate strategy, legal structure, corporate governance, media releases, annual reports and other information addressed to specific target groups can be found under “Helsana Group”.

The Groupʼs business results are published once a year. The press releases and presentations can be accessed on the website. The annual report is available in German, French, Italian and English. It is published online on the company website on the date on which the annual results are released.

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. Further, an information event for shareholders is generally held each September at Helsanaʼs headquarters.

Media Relations: media.relations@helsana.ch