Corporate Governance

Corporate governance of the Siegfried Group is focused on ensuring a sound and long-term relationship with all stakeholders and providing the necessary transparency. It is based on the Swiss Code of Obligations (article 663b bis and article 663c OR), the directive on corporate governance of the Swiss Exchange (SIX) and the “Swiss Code of Best Practice for Corporate Governance.”

Board of Directors

Board of Directors

The Board of Directors is responsible for the overall management of the Siegfried Holding AG: They appoint the CEO and the members of the Executive Committee and control as well the strategic goals of the company.

From left to right: Wolfram Carius, Reto A. Garzetti, Ulla Schmidt, Andreas Casutt, Martin Schmid, Colin Bond
Andreas Casutt, Ph.D., Chairman, Siegfried Holding AG

Andreas Casutt (1963) joined the Board of Siegfried Holding AG in 2010 and was elected Chairman in 2014. He has been a partner of the Niederer Kraft & Frey law firm in Zurich since 2002, and held office as managing partner from 2006 to 2014. Andreas Casutt specializes in corporate law, contract law, mergers & acquisitions, and stock exchange law. In addition, he is a board member of Mikron Holding AG, Maxon Motor AG, Liechtenstein-based Bendura Bank AG and various privately held companies.

Andreas Casutt studied law and received his Ph.D. in Zurich (Switzerland) and completed an LL.M. program at the University of Michigan, Ann Arbor (USA).

Andreas Casutt is a Swiss citizen.

Colin Bond, Member of the Board of Directors, Siegfried Holding AG

Colin Bond (1961) joined the Board of Siegfried Holding AG in 2013. Since 2016, he has been the Chief Financial Officer of Vifor Pharma AG. Previously, Colin Bond held the position of Group Chief Financial Officer of Evotec in Hamburg. Following career stations as a pharmacist, chartered accountant and management consultant, he worked for 25 years as Chief Financial Officer for several international companies in various industries, of which 11 years for Great Lakes Chemical Corporation, today Chemtura, a US-based global specialty chemicals company.

Colin Bond holds a university degree in pharmacy from the University of Aston, Birmingham, and a MBA degree from London Business School.

He is a citizen of Great Britain and Switzerland.

Wolfram Carius, Ph.D., Member of the Board of Directors, Siegfried Holding AG

Wolfram Carius (1961) was elected member of the Board of Siegfried Holding AG in 2014. In 2016, he was appointed Executive Vice President Pharmaceutical Product Supply by Bayer and, in this function, serves as a member of the Executive Leadership Team. Previously, Wolfram Carius worked for Sanofi, a French healthcare company, as Senior Vice President Biopharma Biologics and member of the Global Leadership Team. From 1987 to 2013, Wolfram Carius held various positions with Boehringer Ingelheim. In 2009, he was appointed to the companys Board of Managing Directors, initially with responsibility for Human Resources and Technical Operations, and from 2012 for Biopharma and Operations. Before that, he was responsible for the development and expansion of the biopharma unit. He managed the companys production site in Japan and worked later in Brazil as technical director before being appointed member of Boehringer Ingelheims Board of Managing Directors in Germany.

Wolfram Carius holds a Ph.D. in pharmaceutical biology and analytical phytochemistry from the University of Saarland, Germany. In 2009, the Biberach University of Applied Sciences awarded him the title of honorary professor in recognition of his long and exceptional service.

Wolfram Carius is a German citizen.

Reto A. Garzetti, Member of the Board of Directors, Siegfried Holding AG

Reto A. Garzetti (1960) joined the Board of Siegfried Holding AG in 2011. He is a partner and Vice President of the Board of SE Swiss Equities. He additionally serves on the Board of SKW Stahl Metallurgie Holding AG (until 2016), listed on the German stock exchange, the Board of Peach Properties AG (president), listed on the SIX Swiss Exchange, as well as on the Board of the privately held companies AGI AG, HFS Helvetic Financial Services AG, Occlutech AG and other privately held companies in Switzerland and abroad. Previously, he served for many years on the Board of multinational US companies.

Reto Garzetti graduated from the University of Zurich in business administration (lic. oec. publ. / MBA) with the main emphasis on banking, trade and securities law.

He is a Swiss and Italian citizen.

Martin Schmid, Ph.D., Member of the Board of Directors, Siegfried Holding AG

Martin Schmid (1969) joined the Board of Siegfried Holding AG in 2016. He was elected Councilor of State for the Canton of Grisons in 2011. From 2003 to 2011, he served as a member of the Canton of Grisons government, where he was in charge of the Department of Justice, Security, and Health as well as subsequently the Department of Finance. Martin Schmid is an attorney at law and serves on several boards in the fields of energy and construction. He is president of the Swiss gas industry association (VSG ASIG), of the foundation of the Cantonal Hospital Grisons and of the Institute for financial economy and finacial law (IFF) of the University of St. Gallen. Furthermore, he is a board member of economiesuisse, a Swiss corporate union.

He studied law at the University of St. Gallen where he was awarded a Ph.D. in 2005.

Martin Schmid is a Swiss citizen.

Ulla Schmidt, Member of the Board of Directors, Siegfried Holding AG

Ulla Schmidt (1949) joined the Board of Siegfried Holding AG in 2016. She has been a member of the German Bundestag since 1990 and its Vice President since 2013. From 2001 to 2009, she held the position of Federal Minister of Health in the Republic of Germany. She served in several public office functions; among others as City Councilor in Aachen. Ulla Schmidt is Chairwoman of the board of Federal Lebenshilfe Association headquartered in Marburg, Germany, an expert member on the supervisory board of Charite University Medicine Berlin, and member of the advisory committee of K&S Sozialbau AG, Sottrum. Furthermore, she serves on the board of Aktion Mensch, Bonn, and is Chairwoman of the board of trustees of Hospizstiftung Region Aachen and a member of the board of Philips GmbH.

Ulla Schmidt holds a prediploma in psychology and was awarded a school teaching degree from the University of Aachen.

Ulla Schmidt is a German citizen.

Executive Committee

Executive Commitee

The Chief Executive Officer (CEO) is responsible for the operative and results-oriented management of the Siegfried Group and its divisions. Subject to the competencies and directives of the Board of Directors, the CEO is responsible for the achievement of the corporate goals as well as the management of the subordinate Group companies. 

From left to right: Arnoud Middel, Wolfgang Wienand, Marianne Späne, Reto Suter, Rudolf Hanko, René Imwinkelried
Rudolf Hanko, Ph.D., Chief Executive Officer

Rudolf Hanko (1955) was appointed CEO of Siegfried in May 2009. Prior to joining Siegfried, he worked in the chemical-pharmaceutical industry in various management positions, at Evonik Industries AG (Germany) as Head of Exclusive Synthesis & Amino Acids. Rudolf Hanko also headed the pharmaceutical division of Bayer AG as Head of Chemical Research and as General Manager of the fine chemicals division.

Rudolf Hanko received his Ph.D. in chemistry from the University of Göttingen (Germany) and completed post-doctoral studies at the Max Planck Institute (Germany).

Rudolf Hanko is a German citizen.

Reto Suter, Ph.D., Chief Financial Officer

Reto Suter (1971) joined Siegfried on May 1, 2017, as Chief Financial Officer. Over the last 16 years, he has held a range of responsible positions in industry as well as in finance and private equity. In his last post as COO, CIO and Board Member, Reto Suter was responsible for overseeing the public takeover and subsequent delisting and restructuring of Lonrho, a long-established company headquartered in London (UK) and Johannesburg (SA).

Reto Suter studied economics at the University of Zurich and the University of Washington in Seattle and took his doctorate in banking and finance at the University of Zurich.

Reto Suter is a Swiss Citizen.

René Imwinkelried, Ph.D., Head Global Operations

Rene Imwinkelried (1957) was appointed Head of Technical Operations of the Siegfried Group per November 1, 2016. From 2012 to 2016, Rene Imwinkelried was responsible for the Research & Development of the Siegfried Group.

He holds a Ph.D. in organic chemistry from the ETH Zurich and completed a post-doctoral fellowship at Colorado State University and Howard University (both USA). From 1991 to 2004, he worked in various R&D management positions at Lonza, and as Head of global chemical and physical sciences at US-based Schering-Plough. From 2010 to 2012, he was Head of ”Technical Development Small Molecules” at Roche in Basel.

Rene Imwinkelried is a Swiss citizen.

Arnoud Middel, Head Human Resources Global

Arnoud Middel (1971) joined the Siegfried Group in September 2011 as Head of Human Resources. Previously, he worked for various companies in the field of human resources. From 2003 to 2006, he held a leading position in the human resources department of the Baloise insurance Switzerland. From 2006 to 2008, he was Head HR for the region Continental Europe and Asia of the American industry- and reinsurance group XL-Insurance. From 2008 to 2011, he worked as Head of HR Switzerland and Global Headquarters for Syngenta in Basel (Switzerland).

He completed his studies in biology and biochemistry at the University of Basel (Switzerland).

Arnoud Middel is a Dutch citizen.

Marianne Spaene, Head Business Development & Sales

Marianne Späne (1962) joined the Siegfried Group in 2004 and was appointed Head of Business Development & Sales in March 2010. She headed the Siegfried Generics Division from 2008 to 2010 and was previously responsible for the Classical Generics Business Unit. From 2004 to 2008, Marianne Späne managed the Business Development Department and the Supply Chain for Generics. Prior to joining Siegfried, she worked in logistics, business development and as site manager for Boucheron, a cosmetics company. Later, Marianne Späne moved to the pharmaceutical industry and joined the pharma division of Schweizerhalle as Head of the Sales and Marketing department. Subsequently, she joined Aceto, a US-based company, where she developed European expansion strategies.

Marianne Späne holds degrees in finance, business administration and marketing from the Business Management School (KFS) in Basel and the Marketing & Business School in Zurich (MBSZ).

Marianne Späne is a German citizen.

Wolfgang Wienand, Ph.D., Chief Scientific and Strategy Officer

With effect of May 1, 2017, Wolfgang Wienand leads Siegfried’s global Research & Development activities. In addition to this role he continues to be responsible for Strategy, Mergers & Acquisitions, Legal, Intellectual Property and Regulatory Affairs Management. Wolfgang Wienand joined Siegfried in 2010 as Chief Scientific Officer and Head of Research & Development (until August 2012) before becoming Chief Strategy Officer and Head of Strategy and Mergers & Acquisitions in December 2011.

Before joining Siegfried, Wolfgang Wienand held senior management positions at Evonik Industries AG, formerly Degussa AG, mainly in the fields of fine chemicals and custom manufacturing for the pharmaceutical industry. At last he was responsible for strategy, business development and key account management of Evonik’s Advanced Silanes business with the photovoltaic and semiconductor industries.

Wolfgang Wienand studied chemistry at the Friedrich-Wilhelms University in Bonn and received his Ph.D. in organic and bioorganic chemistry from the University of Cologne, both in Germany. He also holds an executive master’s degree in international finance from HEC École des Hautes Études Commerciales de Paris, France.

Wolfgang Wienand is a German citizen.

Shareholder Structure

Distribution of Shares

As of December 31, 2016, 3064 shareholders were registered in the share registry of Siegfried Holding AG, representing a shareholding of 69.23% of the total share capital. The distribution of the shares among the shareholders was as follows: 

Major Shareholders
Shareholdings by Segment

Shareholdings by segment as of December 31, 2016, were as follows:

Remuneration

At Siegfried, we are mindful of the responsibility we owe to our stakeholders and we pursue a transparent, performance-based, and sustainable remuneration policy.

The Remuneration Report describes Siegfried Group’s remuneration principles and defines the competencies and responsibilities associated with setting remuneration for members of its Board of Directors and Executive Committee. The report also contains detailed information about remuneration plans and payments made in the corresponding financial year. 

Auditors

Contract duration and lead auditor term length

Pricewaterhouse Coopers AG (PwC), Basel (or its predecessor companies), has been the statutory auditor of Siegfried Holding AG since 1920. The auditor is annually elected by the General Meeting of Shareholders.

Audit fees

PwC billed the Siegfried Group for services in connection with auditing of the annual financial statement of Siegfried Holding AG and of the Siegfried Group companies, the consolidated 2015 financial statement of the Siegfried Group and related auditing services CHF 832 000 (2014: CHF 623 000).

Additional fees

For tax consulting during 2015, PwC billed the Siegfried Group CHF 82 000 (2014: CHF 123 000), and for other services CHF 11 000 (2014: CHF 21 000) in additional fees. Further costs for tax consulting and other services by other auditors amounted to
CHF 59 000 (2014: CHF 39 000).

External audit informational instruments

The Audit Committee evaluates and discusses the performance, fees, and independence of the auditor every year. It reports to the Board and proposes a motion at the General Meeting on the election (or reelection) of the auditor. The contract is awarded based on a budget presented to the Audit Committee by the auditor.

The auditor regularly attends the meetings of the Audit Committee. During such meetings, the auditor presents detailed audit reports, which are also distributed to the Board. Assignments for PwC that go beyond the auditing mandate are subject to approval by the head of the Audit Committee.

Information Policy

The Siegfried Group is committed to an open and consistent information policy. The media, financial analysts and other interest groups are continuously informed about important developments and events.

Shareholders are informed semi-annually on the state of the business and receive the annual report and the semi-annual report upon request. The annual report, the minutes of the previous General Meeting, media releases, important information and the current share price can be found on this website. A news conference is held semi-annually for the media and financial analysts.

Siegfried Holding strictly observes the mandatory disclosure rules of the SIX Swiss Exchange (“ad hoc disclosure”) regarding potentially price sensitive facts. 

Contact:

Siegfried AG
Peter A. Gehler
Chief Communication Officer
Untere Bruehlstrasse 4
4800 Zofingen
Switzerland

Phone +41 62 746 1148
peter.gehler@siegfried.ch

Siegfried AG
Reto Suter, CFO
Untere Bruehlstrasse 4
4800 Zofingen
Switzerland

Phone +41 62 746 1135
reto.suter@siegfried.ch

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Siegfried AG
Untere Bruehlstrasse 4
CH-4800 Zofingen

Phone: +41 62 746 1111
Fax: +41 62 746 1202
info@siegfried.ch