3. Board of Directors
The Board of Directors is responsible for the strategic management of the Helsana Group. At the Annual General Meeting (AGM) of the Helsana Group on 26 May 2023, the shareholders elected Reto Egloff as a new member of the Board of Directors. He succeeded Severin Moser.
The Helsana Group Board of Directors consists of a Chair and eight members, all of whom are non-executive members of the Board. None of the members has sat on the Executive Committee of any Helsana Group company in the past three financial years, nor does any Board member have any business relationships with the Helsana Group or its companies that could influence their activities as members of the Board of Directors.
Members of the Board of Directors are each elected individually by the Annual General Meeting for a term of office of one year. Re-election is possible. The total term of office is capped at 16 years. For more details on the Chair and members of the Board of Directors, please visit helsana.ch/bod.
3.1 Internal organisation of the Board of Directors
The organisational structure of the Board of Directors and the Executive Committee is governed by the Organisational Regulations. These set out the tasks, competences and responsibilities of the Board of Directors, its committees, Internal Audit and the Executive Committee, as well as reporting requirements.
The Board of Directors is the Helsana Group’s highest management authority. Four standing Board committees support the work of the Board of Directors, including coordinating, commenting on and preparing its resolutions. They may be supplemented by additional specialist committees for special tasks. The Board of Directors meets at least four times a year – or more frequently depending on business developments. It met six times in the 2023 financial year.
Four standing committees support the work of the Board of Directors:
Executive, Compensation & Nomination Committee
Composition
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Prof. Thomas D. Szucs
(Chair)
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Dr Lorenz Hirt
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Dr Benedikt Koch
Duties and competences
The Executive, Compensation & Nomination Committee coordinates all business matters and prepares the issues to be submitted to the Board of Directors. The Committee also prepares proposals for the remuneration to be paid to the Executive Committee and to members of the Board of Directors.
(9 sessions in 2023)
Audit & Risk Management Committee
Composition
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Joachim Masur
(Chair)
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Dr Nina Arquint
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Prof. Michèle F. Sutter-Rüdisser
(until the 2023 AGM)
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Reto Egloff
(since the 2023 AGM)
Dr Lorenz Hirt
(since the 2023 AGM)
Duties and competences
The Audit & Risk Management Committee is responsible for preliminary evaluation of all accounting, audit and reporting matters, and for preparing them for discussion by the Board. The Committee also reports on the work and report of the external auditors and Internal Audit, and on the situation with regard to risk management and the internal control system (ICS). In addition, its remit includes appointing the Head of Internal Audit and coordinating internal and external audit plans.
(5 sessions in 2023)
Investment Committee
Composition
Prof. Thomas D. Szucs
(Chair)
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Yves Cuendet
Prof. Michèle F. Sutter-Rüdisser
(since the 2023 AGM)
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Severin Moser
(until the 2023 AGM)
Duties and competences
The remit of the Investment Committee includes preparing preliminary assessments and position papers for the Board of Directors on the reporting of non-current assets in the quarterly and annual reports, the value at-risk, the investment strategy and investment transactions that fall within the remit of the Board of Directors.
(4 sessions in 2023)
Digitalisation Committee
Composition
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Prof. Sita Mazumder
(Chair, since the 2023 AGM)
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Severin Moser
(Chair, until the 2023 AGM)
Prof. Thomas D. Szucs
Dr Benedikt Koch
(since the 2023 AGM)
Duties and competences
The Digitalisation Committee is tasked with formulating and further developing the digitalisation strategy of the Helsana Group for the Board of Directors. Its aim is to promote digital maturity and to ensure the sustainable development of the Helsana Group with regard to digitalisation.
(5 sessions in 2023)
3.2 Internal Audit
Internal Audit supports the Board of Directors in performing its work, and provides independent audit services with the aim of improving risk management, the internal control system (ICS) and business processes. It coordinates its work with the external auditors as well as with internal assurance functions. Internal Audit applies a risk-based approach to its work. Internal Audit reports to the Chair of the Audit and Risk Management Committee, and reports to the Board of Directors on a quarterly basis.