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. The Board of Directors consists of the following seven members:
Johannes Teyssen
Chairman
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:
Non-executive director: BP plc, London, United Kingdom
Senior Advisor: KKR plc, London, United Kingdom; Viridor plc, Taunton, 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:
Director: Etablissement d’assurance contre l’incendie et les éléments naturels du Canton de Vaud (ECA), Pully
Foundation council member: Caisse de pensions
ECA-RP, Lausanne
Conseil de la magistrature du Canton de Vaud
(membre suppléant)
First elected to the Board of Directors:
2009
Specific role on the Board of Directors:
- Deputy Chairman of 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:
2012 – 2023: 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
First elected to the Board of Directors:
2012
Specific role on the Board of Directors:
- Member of the Nomination, Remuneration and Strategy 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; EBLT AG, Liestal; EBL Wind Invest AG, Liestal; EBL Infrastruktur Management Ltd, Liestal; EBLS Schweiz Strom AG, Liestal; EBL Stromproduktion AG, Liestal; Tubo Sol PE2 S.L., Calasparra, Spain; EBL Italy S.r.l., Palermo, Italy
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
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:
Chairwoman: Fédération des hôpitaux vaudois informatique (Association), Prilly
Director: SIG, Geneva; Active Communication Ltd, Steinhausen
Foundation council member: Swiss Paraplegics Foundation, Nottwil; Presses polytechniques et universitaires romandes, Ecublens
First elected to the Board of Directors:
2020
Specific role on the Board of Directors:
- Member of the Nomination, Remuneration and Strategy 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:
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:
Since 2016: Senior Advisor, Energy Infrastructure Partners AG (formerly Credit Suisse Energy Infrastructure Partners AG)
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
Ronald Trächsel
Director
Nationality:
Swiss
Education:
- University of Berne, lic.rer.pol. (Master of Business Administration)
Professional background:
2014 – 06/2023: BKW AG, Berne, CFO
2007 – 2014: Sika Ltd., Baar, CFO
1999 – 2007: Vitra AG, Muttenz, CEO/CFO
1992 – 1999: Ringier Ltd., Zofingen, Head Internal Audit/CFO Ringier International
1987 – 1992: Ciba-Geigy AG, Basel, Internal Audit
Other mandates:
Wyss Seeds and Plants Ltd., Zuchwil, Chairman
Création Baumann Ltd., Langenthal, Director
Valiant Bank AG, Berne, Director
First elected to the Board of Directors:
2023
Specific role on the Board of Directors:
- Chairman of the Nomination, Remuneration and Strategy Committee
The Board of Directors regularly reviews its composition in relation to a balance of specialist knowledge, experience and diversity. At 31 December 2023, the Board of Directors has one female member.
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 2023, 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, Remuneration and Strategy Committee (NRSC)
At 31 December 2023, the NRsC consists of Ronald Trächsel (Chairman), Conrad Ammann (member) and Aline Isoz (member). The NRSC is tasked with supporting the Board of Directors in discharging its supervisory duty regarding succession planning (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 (AGM), 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). The NRSC is in charge of pre-discussing the Group Strategy, prior to approval by the Board of Directors and monitoring the strategy implementation, as well as determining of sustainability targets, including implementation of suitable reporting.
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 NRSC.
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 governs authorities and the division of responsibilities between the Board of Directors and the CEO or Executive Board. 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 quarterly report showing detailed financial information and the principal activities and projects of the various business and functional divisions. At 31 December 2023, the Board of Directors also has two standing committees: the Audit and Risk Committee (ARC) and the Nomination, Remuneration and Strategy Committee (NRSC).
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 Chairs 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 tasked with assisting 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 to a large extent 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 CFO 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.