The Board of Directors is Sika’s highest governing body and is mainly responsible for the:

  • Definition of the corporate mission statement and corporate policies
  • Decisions on corporate strategy and organizational structure
  • Appointment and dismissal of members of Group Management
  • Structuring of finances and accounting
  • Establishment of medium-term planning as well as the annual and investment budgets.

 

The members of the Board of Directors are elected by the Annual General Meeting for a term of office of one year. They can be reelected. Upon reaching the age of 70, directors make their mandate available. The Board of Directors may decide on exemptions. Detailed information on individual members of the Board of Directors is listed on page 58 of the download version of this report (available at https://www.sika.com/en/group/Publications/annual_reports01.html). No directorships are maintained with other listed companies on a reciprocal basis. Further information regarding the election and the composition of the Board of Directors can be found in art. 8.1 of the Sika Articles of Association (available at https://www.sika.com/en/group/investors/corporate-governance/articles-of-association.html).

 

The Board of Directors of Sika AG currently consists of seven members. None of the members of the Board of Directors was a member of Group Management or the executive management of a Sika Group company during the three preceding business years. None of the members of the Board of Directors has a significant business connection with Sika AG or any of the Sika Group companies. The Board of Directors convenes at the Chairman’s request as often as business demands. Meetings are generally held every one to two months. In the business year 2018, the Board of Directors met fifteen times. The meetings lasted between four and six hours.

ATTENDANCE OF INDIVIDUAL BOARD MEMBERS

Board Member   Number of meetings
attended
 
Paul Hälg 15 of 15
Daniel J. Sauter 15 of 15
Frits van Dijk 14 of 15
Monika Ribar 14 of 15
Ulrich W. Suter 14 of 15
Christoph Tobler 14 of 15
Justin M. Howell (as of June 11, 2018) 7 of 15
Jürgen Tinggren (until May 10, 2018)
5 of 15
Willi K. Leimer (until May 10, 2018)
5 of 15
Urs F. Burkhard (until May 10, 2018) 5 of 15

The Chief Executive Officer (CEO) participates in the meetings of the Board of Directors in an advisory capacity. The other members of Group Management take part as necessary, but at least three times per year, also in an advisory capacity. Company officers report regularly and comprehensively to the Chairman concerning implementation of decisions of the Board of Directors.

 

The CEO, as well as the Chief Financial Officer (CFO), report to the Board of Directors in writing on the development of business at least once per month. Extraordinary events are reported immediately to the Chairman of the Board of Directors or the Audit Committee, insofar as such events relate to the latter’s area of responsibility. The Internal Audit staff report to the Chairman of the Board of Directors, as well as the Audit Committee, within the scope of the review schedule.

 

Information regarding the number of permitted mandates of members of the Board of Directors outside the Sika Group can be found in art. 8.4 of the Sika Articles of Association (available at https://www.sika.com/en/group/investors/corporategovernance/articles-of-association.html).