— Corporate governance — Board of Directors

Board of Directors

medmix group is the former Applicator Systems division of Sulzer group, which was spun off on September 20, 2021, and became medmix Ltd. Hence, medmix Ltd was only incorporated as recently as September 20, 2021. Therefore, during a transitional period presumably until June 30, 2023, Sulzer Management Ltd (either directly or through its affiliates) continues to provide certain corporate support services, such as accounting, treasury, tax, internal audit, legal, risk management, compliance and investor relations services.

None of the board members has been, or currently is, a member of the Executive Committee of medmix Ltd. Also, when medmix Ltd was part of Sulzer group as its Applicator Systems division, none of the board members were part of Applicator Systems division's management team or the management team of any of this division’s subsidiaries. In addition, no significant business relationships exist between members of the Board of Directors and medmix Ltd or subsidiaries of medmix Ltd.

Transactions with related parties are mainly with the Sulzer group and comprise primarily charges for corporate support functions, centrally procured indirect spend utilized by the group, as well as borrowings and related interest expenses. All related party transactions are priced on an arm’s-length basis. For detailed information on transactions with related parties, please see note 29 to the consolidated financial statements.

In 2021, the Board of Directors started an initiative to further strengthen the Board of Directors by adding additional members, in particular to strengthen the Board’s healthcare know-how and its diversity. As a consequence of this initiative, the Board of Directors plans to propose to the annual general meeting (AGM) in 2022 the election of up to five additional members of the Board of Directors.

Elections and terms of office

Art. 18 of the Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads) stipulates that the Board of Directors of medmix Ltd shall comprise three to seven members. Each member is elected individually. The term for members of the Board of Directors is one year until the next AGM, but reelection is possible. On September 20, 2021, Grégoire (Greg) Poux-Guillaume was elected as Chairman of the Board of Directors, while Jill Lee and Marco Musetti were elected as members of the Board of Directors, all for terms until the next AGM. The Board of Directors currently consists of three members, with the intention to have additional members elected at the AGM in 2022.
According to art. 4 of the Organizational Regulations of the Board of Directors (on medmix.swiss/en/Investors/Governance; under Downloads), the term of office of a board member ends no later than on the date of the AGM in the year when the member reaches the age of 70. The Board of Directors can make exceptions up to but not exceeding the year in which the member reaches the age of 73.

Internal organization

The Board of Directors constitutes itself, except for the Chairman of the Board of Directors, who is elected by the shareholders’ meeting. The Board of Directors appoints from among its members the Vice Chairman of the Board of Directors and the members of the Board Committees, except for the members of the Remuneration Committee, who are elected by the shareholders’ meeting. In addition, the Board of Directors appoints a secretary, who does not need to be a member of the Board.

There are currently two standing Board Committees (for their constitutions, see below):

• the Audit Committee
• the Remuneration Committee

The Organizational Regulations of the Board of Directors and the relevant Committee Regulations, which  are published on medmix.swiss/en/Investors/Governance (under Downloads), define the division of responsibilities between the Board of Directors and the CEO. They also define the authorities and responsibilities of the Chairman of the Board of Directors and of the two standing Board Committees.

Members of the Board of Directors

Grégoire (Greg) Poux-Guillaume, Chairman of the Board of Directors, member of the Remuneration Committee and of the Audit Committee, elected on September 20, 2021, is a French citizen born in 1970.

Binding interests: Member of the Board of Directors of the Swiss-American Chamber of Commerce.
Greg Poux-Guillaume was the Chief Executive Officer of Sulzer Ltd until February 18, 2022, a position he held since 2015. He joined Sulzer from General Electric, where he had been named CEO of GE Grid Solutions upon GE’s takeover of Alstom’s energy businesses. Previously, he was a member of the Board of Directors of Delachaux SA (2012 to 2018). From 2011 to 2015, he was Executive Vice President of Alstom Group (member of the Executive Committee) and served as President and CEO of Alstom Grid. From 2009 to 2011, he was a Senior Managing Director at CVC Capital Partners. Prior to this, he held various positions with Alstom Group (2003 to 2008), in technology venture capital with Softbank and in consulting with McKinsey & Company. Greg Poux-Guillaume started his career in Exploration and Production with Total (1993 to 1997). He has been a member of the Board of Directors of the Swiss-American Chamber of Commerce since 2019. He holds an MBA from Harvard Business School, USA and a Master of Science, Mechanical Engineering from the Ecole Centrale Paris, France.

Jill Lee, member of the Board of Directors, member of the Remuneration Committee and Chairwoman of the Audit Committee, elected on September 20, 2021, is a citizen of Singapore born in 1963.

Binding interests: Member of the Board of Directors and Chairperson of the Audit Committee of Schneider Electric SE, Switzerland; member of the Advisory Board of the Nanyang Technological University, Singapore; member of the Foundation Board of the IMD Business School, Switzerland.
Jill Lee is the Chief Financial Officer of Sulzer Ltd since 2018. From 2011 until 2018, she was a member of the Board of Directors of Sulzer Ltd. She is a member of the Board of Directors and of the Audit Committee of Schneider Electric since 2020 and is the Chairperson of the Audit Committee since 2022. Previously, she was a member of the Supervisory Board of Signify Ltd, where she acted as Chairperson of the Audit Committee (2017 to 2020). From 2015 to 2018, she was the Senior Group Vice President and Head of Next Level Program Management of ABB Ltd. From 2012 to 2014, she was the Senior Vice President and CFO for ABB China and North Asia Region. Prior to this, she served as Senior Vice President, Finance Strategy and Investments for Neptune Orient Lines in Singapore (2010 to 2011). She has also held a number of leadership positions with Siemens, including Global Chief Diversity Officer (2008 to 2010), North-East Region CFO and Senior Executive Vice President of Siemens in China (2004 to 2008), CFO and Senior Vice President of Siemens in Singapore (2000 to 2004). She is currently a member of the Advisory Board of the Nanyang Technological University in Singapore and a member of the Foundation Board of the IMD Business School in Switzerland. She holds an MBA in Business Administration from Nanyang Technological University and a Bachelor's Degree in Business Administration from the National University of Singapore.

Marco Musetti, Vice Chairman of the Board of Directors, Chairman of the Remuneration Committee, and member of the Audit Committee, elected on September 20, 2021, is a Swiss and Italian citizen born in 1969.

Binding interests: Member of the Board of Directors of United Company RUSAL;  member of the Board of Directors of Octo Telematics; President of the Board of Directors of GEM Capital Ltd; member of the Board of Directors of UMK; member of the Board of Directors of Kalahari Minerals Marketing Ltd.
Marco Musetti has been a member of the Board of Directors of United Company Rusal Plc (today United Company RUSAL, international public joint-stock company) since 2016, a member of the Board of Directors of Octo Telematics since 2017, the president of the Board of Directors of GEM Capital Ltd since 2018, a member of the Board of Directors of UMK since 2014, and a member of the Board of Directors of Kalahari Minerals Marketing Ltd since 2021. Marco Musetti was also a member of the Board of Directors of Sulzer Ltd from 2011 to April 2021, a member of the Board of Directors of Schmolz+Bickenbach AG (today Swiss Steel Holding AG) from 2013 to 2019 and a member of the Board of Directors of Kalahari Trading Ltd from 2017 to November 2021. Previously, he was COO and deputy CEO of Aluminium Silicon Marketing (Sual Group) (2000 to 2007), Head of Metals and Structured Finance Desk for Banque Cantonale Vaudoise (1998 to 2000), and Deputy Head of Metals Desk for Banque Bruxelles Lambert (1992 to 1998). Marco Musetti holds a Master of Science in Accounting and Finance from the London School of Economics and Political Science, UK, and a Major degree in Economics from the University of Lausanne, Switzerland.

Operating principles of the Board of Directors and its Committees

All decisions are made by the full Board of Directors. For each application, written documentation is distributed to the members of the Board of Directors ahead of each meeting. The Board of Directors and the Committees meet as often as required by the circumstances. The Board of Directors meets at least four times per year, the Audit Committee and the Remuneration Committee meet at least two times per year. The Board of Directors shall be deemed quorate if at least half of its members are present. Resolutions of the Board of Directors are passed upon the majority of votes cast. In case of a tie, the Chairperson of the meeting shall have the casting vote.

Since its inception in September 2021, the Board has held four meetings (either in person or via video conference), lasting between 15 minutes and four hours. The Audit Committee and the Remuneration Committee held one meeting each in 2021, lasting one and a half hours (Audit Committee) and two and a half hours (Remuneration Committee). For further details, see the table below. The CEO, the CFO and the Secretary of the Board of Directors also generally attend the Board meetings in an advisory role. Other members of the Executive Committee and the Leadership Team are invited to attend Board meetings as required to discuss the midterm planning, the strategy, the budget, and market segment-specific items (such as large investments and acquisitions).

The Committees do not make any decisions, but rather review and discuss the matters assigned to them and submit the required proposals to the full Board of Directors for a decision. At the next full Board meeting following the Committee meeting, the Chairpersons of the Committees report to the full Board of Directors on all matters discussed, including key findings, opinions and recommendations.

Additional mandates of members of the Board of Directors outside the medmix group

According to art. 33 of medmix’ Articles of Association (on medmix.swiss/en/Investors/Governance; under Downloads), the maximum number of additional mandates held by members of the Board of Directors outside the medmix group is ten (of which a maximum of four mandates may be with listed companies). Exceptions (e.g. for mandates held at the request of medmix or mandates in charity organizations) are also defined in art. 33 of the Articles of Association. All board members comply with these requirements and no exceptions were granted in the reporting period.

Audit Committee

The Audit Committee (members listed above) assesses the midyear and annual consolidated financial statements and, in particular, the activities — including effectiveness and independence — of the internal and statutory auditor and the cooperation between the two bodies. It also assesses the internal control system as well as risk management and compliance, with at least one meeting per year dedicated to risk management and compliance. The Regulations of the Audit Committee can be viewed on medmix.swiss/en/Investors/Governance (under Downloads). The CEO, the CFO, the Secretary of the Board, the Deputy CFO (who is also the secretary of this Committee) and the external auditor-in-charge attend the meetings of the Audit Committee. Since its inception in September 2021, the Audit Committee held one meeting in November 2021. The statutory auditor attended the meeting, and internal subject matter experts gave presentations to the Audit Committee during the meeting.

Remuneration Committee

The Remuneration Committee (members listed above) assesses the compensation systems and recommends compensation for the members of the Board of Directors and the upper two management levels (including the Executive Committee) (including short-term and long-term variable components) on behalf of the Board of Directors and in accordance with its specifications. It carries out broad compensation benchmarking with an international comparison group, supported by studies of consulting firms if necessary, and it scrutinizes the work of internal and external consultants. The Remuneration Committee also deals with nomination matters and assesses the criteria for the election and reelection of board members and the nomination of candidates for the Executive Committee. It is furthermore responsible for the succession planning for the CEO and the Executive Committee. The members of the Remuneration Committee are elected by the shareholders’ meeting. The Remuneration Committee Regulations are available on medmix.swiss/en/Investors/Governance (under Downloads). The CEO, the Secretary of the Board and the Chief Human Resources Officer attend the meetings of the Remuneration Committee. Since its inception in September 2021, one meeting was held in November 2021.

Division of powers between the Board of Directors and the CEO

The Board of Directors has largely delegated executive management powers to the CEO. However, it is still responsible for matters that cannot be delegated in accordance with Art. 716a of the Swiss Code of Obligations. These matters include corporate strategy, the approval of midterm planning and the annual budget, key personnel decisions and the preparation of the compensation report. The same applies to acquisition and divestiture decisions exceeding CHF 20 million, investments in fixed assets exceeding CHF 10 million, major corporate restructurings, approval of dispute settlements with an impact on operating income of more than CHF 5 million, approval of research and development projects exceeding CHF 5 million, other matters relevant to the company, and decisions that must be made by law by the Board of Directors. The competency regulations and the nature of the collaboration between the Board of Directors and the Executive Committee can be viewed in the Organizational Regulations of the Board of Directors on medmix.swiss/en/Investors/Governance (under Downloads).

Information and control instruments

Each member of the Board of Directors receives a copy of the monthly financial information (January to May and July to November), plus the midyear and annual financial statements. These include information about the balance sheet, the income and cash flow statements, and key figures for the company and its market segments. They incorporate comments on the respective business results and a rolling forecast for the current business year. The CEO and CFO report at every Board meeting on business developments and all matters relevant to the company. Once per year, the Board receives the forecasted annual results. During these Board meetings, the Chairs of the Committees also report on all matters discussed by their Committees and on the key findings and assessments, and they submit proposals accordingly. Each year, the Board of Directors discusses and approves the budget for the following year and the midterm plan, which is also subject to periodic review. The Chairman of the Board of Directors regularly consults with the CEO and other representatives of the Executive Committee with respect to strategic matters and focus areas. In addition, the Board of Directors receives a status update on investor relations on a regular basis and each member of the Board may request information regarding all matters relating to the group’s business.

Group Internal Audit

The function of Group Internal Audit is currently still covered under the transitional services agreement between medmix group and Sulzer Management Ltd. medmix group plans to establish its own Group Internal Audit function in the course of 2022.

Meetings between internal audit and the statutory auditor take place regularly. They are used to prepare for the meetings of the Audit Committee, to review the interim and final reports of the statutory auditor, and to plan and coordinate internal and external audits. Group companies are audited by Group Internal Audit based on an audit plan that is approved by the Audit Committee. Depending on the risk category, such audits are carried out on a rotational basis, either annually or every second, third or fourth year. Group Internal Audit carried out three audits in the year under review. One of the focal points is the internal control system. The results of each audit are discussed in detail with the companies and (where necessary) members of the medmix executive team, and key measures are agreed upon. The Chairman of the Board of Directors, the members of the Audit Committee, the CEO, the CFO, the COO and other line managers of the audited entity receive a copy of the audit report. Significant findings and recommendations are also presented to and discussed with the Executive Committee during the monthly Executive Committee meetings. Twice a year, the legal entities present the status of key measures agreed upon. A follow-up process is in place for all group internal audits, which allows efficient and effective monitoring of how the improvement measures are being implemented. Each year, Group Internal Audit compiles a report summarizing activities and results. This report is distributed to the members of the Board of Directors and the members of the Executive Committee, and it is presented to the Executive Committee and the Audit Committee. It is discussed in both Committees and, thereafter, reported to the Board of Directors.

Risk management and compliance

Until September 20, 2021, medmix Ltd was part of Sulzer group and its compliance and risk management processes. Hence, in the first nine months of the reporting period, medmix Ltd was subject to Sulzer group’s comprehensive value- and risk-based compliance program that focuses on prevention, detection and response. During this time, 258 employees from management, finance, legal, sales and project management functions participated in webinar compliance trainings covering anti-corruption and code of conduct topics. The webinar trainings were conducted by the Sulzer group Compliance department. In addition, in the same period of time, 1’266 compliance e-learning modules were completed by employees of the Applicator Systems division. The focus of compliance trainings was anti-corruption and anti-bribery. One internal compliance investigation was carried out for the Applicator Systems division and one employee was required to leave due to compliance violations.

In preparation for the spin-off, Sulzer group’s compliance management processes were reassessed. The compliance assessment outcome will be used to further adapt medmix’ compliance processes and to adapt them to medmix group’s specific compliance risks and to further strengthen the compliance organization and process controls. Presumably until June 30, 2023, the group Compliance & Risk Management function of Sulzer Management Ltd, as well as Sulzer group’s local compliance organization may provide dedicated compliance support under the transitional services agreement to medmix group, in order to maintain a comprehensive and robust compliance management system across medmix group and to support a seamless transition. The current setup, as operated by Sulzer group under the transitional services agreement, consists of a compliance hotline and an incident reporting system that provides employees with several options for reporting (potential) violations of law or internal rules. Such reports can be made anonymously or openly via a free hotline or a dedicated website. Furthermore, a directive sets clear rules for internal investigations.

medmix Ltd places high priority on conducting its business with integrity, in compliance with all applicable laws and internal rules, and on accepting only reasonable risks. In the course of the spin-off, medmix Ltd has therefore implemented an internal control system as well as several policies and directives addressing different compliance topics, such as a Code of Business Conduct published on medmix.swiss/en/Investors/Governance (under Downloads) and rules regarding antitrust risks, bribery and corruption risks, export control risks and other risks (e.g. non-compliance with stock exchange laws and regulations, insufficient protection of intellectual property and know-how, violations of privacy and data protection or risks with regard to environment, quality, safety and health). In order to strengthen medmix Ltd’s compliance efforts, a dedicated Chief Compliance Officer was hired as of November 1, 2021, who will be responsible for the further development of medmix group’s compliance management system. The aim is to further strengthen the compliance and risk management system by tailoring the processes to medmix group’s specific business needs.

As part of medmix group’s integrated risk management process, the Chief Compliance Officer will perform regular risk-based compliance assessments in order to evaluate adherence to the applicable laws and internal rules and to verify whether the existing compliance management system needs to be adapted. The results are discussed both with the Executive Committee and the Audit Committee. The Audit Committee dedicates at least one meeting per year to risk management and compliance. In addition, the Board of Directors and the Executive Committee are regularly informed about legal matters and key changes in legislation that may affect medmix group, as well as on important litigations. Twice a year, the Audit Committee receives a report about any pending or threatened litigation with worst-case exposure exceeding CHF 0.15 million.

It is medmix group’s goal to constantly improve its compliance and risk management approach also in terms of efficiency. Findings of audits and internal investigations will be assessed, internal processes and rules adjusted, and training modules improved. medmix group always reviews compliance violations to determine whether they are rooted in a process weakness. If that is found to be the case, the process will be improved and risk-mitigating measures will be implemented.