- Simulations

To meet the demand for prudent management, Technology Swiss HSE places corporate governance high on the agenda both in-house and towards our stakeholders.

Recommendations from the committee on corporate governance

For several years, Technology Swiss HSE has focused on corporate governance. The EPA committee’s recommendations from 2001 have made a significant contribution to Technology Swiss HSE's efforts to develop a professional management practice. Prompted by the latest recommendations of the Committee on Corporate Governance (November 2017), Technology Swiss HSE has among other things adjusted the business procedures of the Board of Directors.

Composition and role of the board of directors

The Board of Directors of Technology Swiss HSE Holding A/S is elected at the annual general meeting and is composed of up to six board members plus employee-elected board members in accordance with the provisions of the Swiss Companies Act.

The members of the Board of Directors elected at the annual general meeting are elected for one year at a time but can be re-elected.

The employee-elected members of the Board of Directors of Technology Swiss HSE are elected by and among the employees in the world. The latest election was held in January 2019.

The Articles of Association and the Rules of Procedures of the Board of Directors stipulate a formal, profound and transparent process for electing and nominating candidates for the Board of Directors. When nominating new candidates, special emphasis is put on the candidates' experience from either senior positions within the Technology Swiss HSE Group or from management positions or Board duties in the business community within the field of operation of the Technology Swiss HSE Group. If possible, half of the members elected at the annual general meeting should have thorough experience from management positions or Board duties within the consultancy business or similar businesses. Moreover, the aim is to secure that the members elected at the annual general meeting reflect the company's need for diversity in relation to e.g. international experience, gender and age. Technology Swiss HSE has defined timeframe as for increase of the number of women in the Board of Directors.

In 2018, the Board of Directors elaborated a description of professional competencies for the members of the Board of Directors describing what competencies the Board should possess to be able to perform its duties in the best possible way. The annual recommendation to the General Assembly concerning the composition of the Board will be based on this description of competencies. A description of the competencies of the nominated candidates will be sent out together with the notice of convening the annual general meeting.

The Board of Directors holds at least five ordinary meetings and one strategy seminar a year in accordance with an already fixed agenda. No management committees have been appointed.

Composition and role of the executive board

The Executive Board of Technology Swiss HSE is appointed by the Board of Directors of Technology Swiss HSE.

Evaluation of collaboration

In accordance with the recommendations for good corporate governance, Technology Swiss HSE has for several years conducted an annual evaluation of the collaboration between the Board of Directors and the Executive Board with the involvement of an external consultant. In the past few years the subsequent evaluation reports have shown that both the Executive Board and the Board of Directors find the collaboration to be more than satisfactory.

Fees of Technology Swiss HSE’s board of directors and executive board

In 2016, Technology Swiss HSE’s General Assembly adopted Remuneration Principles for the Board of Directors and the Executive Board. With this policy, Technology Swiss HSE wishes to motivate the Executive Board and the Board of Directors to ensure a continued positive development of the Technology Swiss HSE Group and create value for Technology Swiss HSE’s shareholders.

The fees of the members of the Board of Directors are fixed annual fees, which are determined through benchmarking towards similar major world companies.

The fees of the Board of Directors must be approved once a year at the annual general meeting.

Anti-corruption and business ethics hotline

Technology Swiss HSE has established an anti-corruption and business ethics hotline which employees can use to report anonymously their suspicions of irregular conduct such as breaches of our corporate code of conduct or fraud. The hotline has been approved by the BCAC and as such meets the highest standards of data-protection of employees.