Board of Directors
The Board of Directors is responsible for the overall management and strategic direction of the Alpiq Group as well as for supervising the Executive Board. At the Annual General Meeting on 26 May 2021, the Board of Directors was reduced in size from 10 to 7 members. The Board of Directors consists of the following seven members:
Jens Alder
Chairman (until 31 December 2021)
Nationality:
Swiss
Education:
- MBA INSEAD, Fontainebleau
- Msc Electrical Engineering, ETH Zurich
Professional background:
Since 2009, various mandates on the Board of Directors, including CA Inc., USA; Sanitas Krankenversicherungen, Zurich (Chairman); BG Ingénieurs Conseils, Lausanne (Chairman); Industrielle Werke Basel (Chairman); RTX Telecom, Denmark (Chairman); AG für die Neue Zürcher Zeitung, Zurich
2006 – 2008: CEO TDC A/S Denmark
1999 – 2006: CEO Swisscom
1998 – 1999: Swisscom
1993 – 1998: Alcatel
1991 – 1993: Motor-Columbus
1982 – 1991: Alcatel
Other mandates:
Chairman: Swiss Steel Holding Ltd., Lucerne
Director: Goldbach Group Ltd, Küsnacht; Scope Content AG, Zurich
Chairman of the Supervisory Board: ColVisTec AG, Berlin, Germany
First elected to the Board of Directors:
2015
Specific roles on the Board of Directors:
- Chairman of the Board of Directors
- Chairman of the Strategy Committee
Johannes Teyssen
Chairman (from 1 January 2022)
Nationality:
German
Education:
- Juris Doctor Degree from the Georg August University of Goettingen, Germany
- Studied Law and Economics at the Universities of Freiburg and Goettingen, Germany
Professional background:
2010 – 04/2021: CEO and Chairman of the Management Board of E.ON SE, Essen, Germany
2007 – 2010: Chief Operating Officer and Deputy CEO, E.ON SE, Duesseldorf, Germany
2003 – 2007: CEO, E.ON Energie Ltd. (European Division), Munich, Germany
2001 – 2003: CFO, E.ON Energie Ltd., Munich, Germany
1999 – 2001: CEO and Chairman of the Management Board, Avacon AG, Helmstedt, Germany
1998 – 1999: Member of the Management Board, Braunschweigische Stromversorgungs AG (HASTRA), Hanover, Germany (1999: merged into Avacon)
1994 – 1998: Head of Legal Affairs, later also Wholesale Services, PreussenElektra Ltd., Hanover, Germany
1991 – 1994: Head of Energy and Corporate Law, PreussenElektra Ltd., Hanover, Germany
1989 – 1991: Various positions in Legal Affairs, PreussenElektra Ltd., Hanover, Germany
Other mandates:
Director: Viridor plc, Taunton, United Kingdom; BP plc, London, United Kingdom; Federation of German Industries e.V. (BDI), Berlin, Germany
Senior Advisor: KKR plc, London, United Kingdom
First elected to the Board of Directors:
2022
Specific role on the Board of Directors:
- Chairman of the Board of Directors
Jean-Yves Pidoux
Deputy Chairman
Nationality:
Swiss
Education:
Doctorate in Sociology and Anthropology
Professional background:
Until June 2021: Lausanne City Councillor, Municipal Utilities Director
Other mandates:
Etablissement d'assurance contre l'incendie et les éléments naturels du Canton de Vaud (ECA), Pully
First elected to the Board of Directors:
2009
Specific role on the Board of Directors:
- Member of the Audit and Risk Committee
Conrad Ammann
Director
Nationality:
Swiss
Education:
- Doctor in Technical Sciences, ETH Zurich
- BWI Postgraduate Diploma in Industrial Management, ETH Zurich
- Dipl. El. Ing., ETH Zurich
Professional background:
Since 2012: CEO/Chairman of the Executive Board of the Primeo Energie Group, Münchenstein
1999 – 2012: Director of the Municipal Electric Utility Zurich (ewz)
During this time: President of Swisspower Ltd; member of the Board of Directors of Kraftwerke Oberhasli AG; member of the Board of Directors of Maggia Kraftwerke AG; member of the Board of Directors of Blenio Kraftwerke AG; member of the Committee of the Board of Directors and Chairman of the Operations Commission of Kernkraftwerk Gösgen-Däniken AG; Vice President of Aktiengesellschaft für Kernenergiebeteiligungen; member of the Board of Directors of Swissgrid Ltd; member of the Board of Directors of Etrans Ltd; Vice President of the Association of Swiss Electricity Companies (VSE); Co-President of the Association for Environmentally Sound Energy (VUE)
1993 – 1999: Elektra Birseck, Münchenstein, member of the Executive Board, responsible for the distribution grid
1989 – 1993: Municipal Electric Utility Zurich (ewz), management assistant/contact for energy-related issues
Other mandates:
Chairman: aventron Holding AG, Münchenstein; Primeo Energie Ltd, Münchenstein
Director: Kraftwerk Birsfelden AG, Birsfelden
Board member: Handelskammer beider Basel (Basel Chamber of Commerce)
First elected to the Board of Directors:
2012
Specific role on the Board of Directors:
- Member of the Nomination & Remuneration Committee
Tobias Andrist
Director
Nationality:
Swiss
Education:
- Master of Business Administration, Edinburgh Business School
- Business Economist, University of Applied Sciences & Arts Northwestern Switzerland
- Certified Electrician (Federal Diploma)
Professional background:
Since 2019: CEO EBLD Schweiz Strom GmbH, Rheinfelden, Germany
Since 2018: CEO EBL (Genossenschaft Elektra Baselland), Liestal
2012 – 2018: Member of the Executive Board, Head of the Electricity Division, EBL
2009 – 2012: Head of Corporate Development, EBL
2006 – 2009: Executive Assistant, IWB Industrielle Werke Basel
2004 – 2006: Project Assistant/Management Support, Baloise Asset Management AG
Other mandates:
Chairman: EBL España Services SI, Calasparra, Spain; EBL Telecom AG, Liestal; EBL Wind Invest AG, Liestal; EBL Infrastruktur Management Ltd, Liestal; EBLS Schweiz Strom AG, Liestal; Tubo Sol PE2 S.L., Calasparra, Spain
Director: EBL Fernwärme AG, Liestal; Kraftwerk Birsfelden AG, Birsfelden; Libattion AG, Glattbrugg
Board member: Energie Zukunft Schweiz Association, Basel
Employer representative: Transparenta Sammelstiftung für berufliche Vorsorge, Aesch
Council member: KMU Forum Baselland
First elected to the Board of Directors:
2018
Specific role on the Board of Directors:
- Chairman of the Audit and Risk Committee
Aline Isoz
Director
Nationality:
Swiss
Education:
- Various training courses: Finance I, Fundamentals of the Board of Directors and the Added Value of the Board of Directors, Académie des administrateurs Sàrl (ACAD), Geneva; Specialization in Ethics and Artificial Intelligence, Coursera
- Bachelor in Communication, Marketing and Public Relations, Polycom Lausanne (SAWI)
Professional background:
2019 – 2020: Head of Strategy and Digital Transformation, MAZARS Ltd, Vernier/Lausanne
2010 – 2019: Founder and Manager, consulting firm for Digital Business Transformation, Blackswan Sàrl, Cossonay
2008 – 2010: Creative Director, then Head of Digital Strategy at a communications agency, Agence Trio SA, Lausanne, and Creatives SA, Vevey
2001 – 2008: Independent communication officer
Other mandates:
Director: SIG, Geneva; vo énergies holdings SA, Vallorbe; RWB Groupe SA, Pruntrut; LEB, Echallens; Active Communication Ltd, Steinhausen
Foundation council member: Swiss Paraplegics Foundation, Nottwil
First elected to the Board of Directors:
2020
Specific role on the Board of Directors:
- Member of the Nomination & Remuneration Committee
Jørgen Kildahl
Director
Nationality:
Norwegian
Education:
- Advanced Management Programme, Harvard Business School
- Master of Business Administration in Finance (MBA), Norwegian School of Economics and Business Administration, NHH
- Certified European Financial Analyst (CEFA)
- Master of Science in Economics and Business Administration (M.Sc.), Norwegian School of Economics and Business Administration, NHH
Professional background:
Since 2016: Senior Advisor, Energy Infrastructure Partners AG (formerly Credit Suisse Energy Infrastructure Partners AG)
2010 – 2015: Board of Management Member, E.ON SE
1999 – 2010: Executive Vice President, Statkraft AS
1991 – 1999: Partner, Geelmuyden Kiese, PR Consulting Group
1988 – 1991: Fund Manager, International Formuesforvaltning A/S
Other mandates:
Vice-Chairman: Telenor ASA, Norway
Director: Ørsted A/S, Denmark; SCATEC ASA, Oslo
First elected to the Board of Directors:
2019
Specific role on the Board of Directors:
- Member of the Audit and Risk Committee
Phyllis Scholl
Director
Nationality:
Swiss
Education:
- Advanced Management Programme HSG
- Admitted to the Bar
- London School of Economics, LL.M
- University of St. Gallen, lic. iur. (Master of Laws)
- University of St. Gallen, lic. rer. publ. (Master of Public Affairs)
Professional background:
Since 2018: Partner, Baryon AG
2013 – 2018: Partner, Bär & Karrer AG
2007 – 2012: Associate, Bär & Karrer AG
2004 – 2007: Legal staff, Bär & Karrer AG
Other mandates:
Chairwoman: Lazzarini Beteiligungs AG, Chur; Unique Ltd., Zurich
Director: Energiedienst Holding AG, Laufenburg; EW Höfe AG, Freienbach; Baryon AG, Zurich
First elected to the Board of Directors:
2019
Specific role on the Board of Directors:
- Chairwoman of the Nomination & Remuneration Committee
The Board of Directors regularly reviews its composition in relation to a balance of specialist knowledge, experience and diversity. At 31 December 2021, the Board of Directors has two female members.
Internal organisation
Allocation of tasks within the Board of Directors
The tasks of the Board of Directors are set out in the Swiss Code of Obligations, in Art. 12 of the Articles of Association as well as in the Organisational Regulations of Alpiq Holding Ltd.
Committees of the Board of Directors
Audit and Risk Committee (ARC)
The ARC consists exclusively of non-executive and independent members of the Board of Directors, most of whom have finance and accounting experience. At 31 December 2021, the members of the ARC are Tobias Andrist (Chairman), Jørgen Kildahl (member) and Jean-Yves Pidoux (member). The ARC’s role is to support the Board of Directors in assessing the performance of the external auditors, monitoring and assessing the internal auditors, the internal control system, financial accounting, risk management, compliance and corporate governance.
Nomination and Remuneration Committee (NRC)
At 31 December 2021, the NRC consists of Phyllis Scholl (Chairman), Conrad Ammann (member) and Aline Isoz (member). The NRC is tasked with supporting the Board of Directors in discharging its supervisory duty regarding succession planning (Board of Directors and Executive Board), determining and reviewing remuneration policy and guidelines as well as performance targets, preparing proposals on the remuneration of the Board of Directors and the Executive Board on behalf of the Annual General Meeting, determining all other terms and conditions of employment of the members of the Board of Directors and approving the other contract terms and conditions of employment for the CEO (as proposed by the Chairman of the Board of Directors) and for the Executive Board (as proposed by the CEO).
Strategic Committee (SC)
In connection with the downsizing of the Board of Directors from 10 to 7 members resolved at the Annual General Meeting on 26 May 2021, the SC was dissolved and any issues of a strategic nature will be handled by the Board of Directors from now on.
Governance Committee (GC)
The GC was created by resolution of the Board of Directors dated 7 December 2018. The GC serves as a supervisory body and aims to avoid potential conflicts of interest with regard to the dual role of the Chairman of the Board of Directors/Delegate of the Board of Directors. Jens Alder’s dual role as Delegate and Chairman of the Board of Directors no longer applied following the election of Antje Kanngiesser as CEO of the Alpiq Group at 1 March 2021. As a consequence of this, the GC was dissolved at 1 March 2021.
All committees can investigate and enquire about activities that fall within their area of responsibility and also can request any information required to fulfil their duties.
Sustainability
Economic, environmental and social issues as well as decisions regarding sustainability are handled by the Board of Directors, as the body responsible for the overall management. In addition to this, they are dealt with by the committees supporting the Board of Directors, in particular the ARC (economic and environmental issues) and the NRC (social issues).
Division of responsibilities
The Board of Directors has delegated responsibility for the Alpiq Group’s entire operational management to the CEO. The CEO chairs the Executive Board, and has delegated some of her management responsibilities to the Executive Board members. The Organisational Regulations and the Executive Board Regulations govern authorities and the division of responsibilities between the Board of Directors and the CEO or Executive Board. As part of the Group Guidelines, the CEO has issued regulations governing the assignment of authorities and responsibilities. These regulations apply throughout the Group.
Information and controlling instruments in relation to the Executive Board
The Executive Board reports annually to the Board of Directors on strategic, medium-term and annual targets and on the progress made in attaining them. The Board of Directors issues a code of conduct to ensure compliance with the applicable norms. During the financial year, the Executive Board reports quarterly on business performance, progress in achieving targets and other important developments (activity report). The Board of Directors also receives a regular summary report including key financial figures (Alpiq Group short-form report), an assessment of the risk situation and ongoing internal audits. Furthermore, the Board of Directors receives a written quarterly report showing detailed financial information and the principal activities and projects of the various business and functional divisions. At 31 December 2021, the Board of Directors also has two standing committees: the Audit and Risk Committee (ARC) and the Nomination and Remuneration Committee (NRC).
The external auditors submit a comprehensive report to the Board of Directors and give a verbal presentation of the results and findings of their audit and of their future key audit areas.
Internal Audit, which reports directly to the Chairman of the Board of Directors and the ARC, provides independent and objective auditing and advisory services aimed at adding value and improving business processes. It supports the organisation in achieving its objectives by using a systematic and targeted approach to evaluate the effectiveness of risk management, internal control systems as well as the management and supervisory processes, and by helping to improve them. Internal Audit is a management tool for the Board of Directors and its committees, in particular for the ARC. Internal Audit is intended to assist the Board of Directors and Executive Board in performing their monitoring and controlling functions. At the ARC’s request, the Board of Directors approves the risk-oriented audit schedule of Internal Audit on an annual basis and acknowledges the annual accountability report. The individual audit reports are submitted to the respective line manager, the Chairman and (in summary form) to the ARC, and are tabled for discussion at each meeting. As and when necessary, Internal Audit also engages an external co-sourcing audit partner to assist it with its work. As Internal Audit uses the partial outsourcing model, the overall responsibility and accountability for assurance services of Internal Audit lie with the Head of Internal Audit, while the operational implementation is primarily performed by an external service partner.
Risk Management monitors strategic and operational risks, particularly market, credit and liquidity risks. The Board of Directors receives an annual written report on the situation and developments in Group-wide risk management and its most important constituents. The report presents principles and limits, details compliance with them and contains information on planned expansion moves. Central Risk Management reports to the CEO and proposes limits for the individual areas based on the results of analyses. The Executive Board is responsible for assigning the related risk categories. The overall limit for the Alpiq Group is set annually by the Board of Directors. The Risk Management Committee (RMC), a subcommittee of the Executive Board, monitors compliance with the limits and principles of risk management.
Compliance is integrated into the Legal & Compliance functional unit and regularly reports to the CEO and the Board of Directors. In addition to the actual compliance programme and measures to prevent breaches of ethical regulations and norms, Alpiq’s compliance management system comprises aspects of corporate culture as well as constant monitoring and improvement of the Compliance Organisation. Compliance carries out consulting assignments of the Chairman of the Board of Directors, the Executive Board or the ARC, conducts internal investigations and oversees the compliance reporting office as well as Group-wide directives. More detailed information on compliance can be found in the “Ethics and integrity” section of Alpiq’s sustainability report.