The Board of Directors of Bell Food Group Ltd defines the corporate strategy, issues the required instructions and oversees all the activities of the Bell Food Group, while the Group Executive Board is responsible for business operations. The Board of Directors reviews the business planning, in particular the annual, multi-year and investment plans as well as the corporate objectives. The Board also establishes opportunities and risks and initiates any measures that are required. The areas of responsibility of the Board of Directors and the Group Executive Board are set forth in detail in the by-laws.
In addition to its non-transferable responsibilities and powers, the Board of Directors decides on mergers, litigation and contracts of special importance, capital investments in excess of CHF 5 million, and acquisitions and sales of real estate and companies. The Board determines the Bell Food Group’s corporate structure and is responsible for hiring, discharging and overseeing company managers and executives. The Board defines the company’s salary, social security and investment policies, and monitors their implementation. It also makes decisions concerning the company’s representation in industry associations and interest groups, the granting of third party loans exceeding CHF 100,000 and guarantees in any amount.
With the exception of the Compensation Committee, the Group Board of Directors is responsible for the recommendations outlined in the economiesuisse guidelines regarding the function and remit of the individual committees of the Bell Food Group. This makes it easier to retain an overview and takes account of majority shareholder structures.
The Group Board of Directors meets at least seven times a year, usually once every two months. Meetings last between four and six hours. Special meetings to discuss strategic transactions and other transactions that might have a considerable impact are held as and when needed. The Chair of the Group Executive Board (CEO) and the Head of the Finance/Services Division Bell Food Group (CFO) are called in to participate in these meetings. No external advisors were engaged in the reporting year.
In 2017, the Board of Directors held seven ordinary meetings and one constituent meeting. The Board of Directors also hosted a one-day workshop on the new building and conversion projects at the Swiss sites. The attendance rate, including at the Annual General Meeting, was 100 percent.
In addition to the usual day-to-day business, the Board of Directors concentrated on the following subjects and projects in the reporting year:
The Bell Food Group is adjusting its corporate structure to the growth experienced in the last few years and is strengthening its Group Executive Board. The meat and convenience specialist is also expanding its fresh convenience production capacity for the Ge...