At the Helsana Group, we act in strict accordance with our corporate governance principles, which set out a clear framework for transparent disclosure and a modern management philosophy. They are also a solid foundation for our value-oriented and responsible management, allowing customers, employees and the public to place their trust in us each and every day.
Transparency and trust
Our corporate governance covers the entire Helsana Group organization and its management and control tools. In terms of transparency and responsibilities, they follow the recommendations of the Swiss Code of Best Practice for Corporate Governance.
Our Code of Conduct contains our business’s ethical principles as stipulated by the Board of Directors, and to which all Helsana employees are committed. It contains the shared fundamental values and principles for day-to-day work to which Helsana Group employees must adhere to ensure we achieve our long-term objectives. It also fosters a common understanding of what constitutes honest and ethical business practice.
1. Group structure and shareholder base
The shareholders of Helsana Ltd are Stiftung Fondation Sana and association Artisana. Stiftung Fondation Sana holds 79 per cent of the CHF 70 million share capital. Its Board comprises 36 members and a committee of seven members. Association Artisana holds 21 per cent of the share capital and is managed by a Board of seven members.
There are no listed companies in Helsana’s scope of consolidation, and no cross-shareholdings in which the capital or voting rights of each party exceeds a threshold of five per cent.
Helsana HealthInvest Ltd was founded in October 2020 and began operating on 1 January 2021. Dr. Claudine Blaser Egger is Chair of the Board of Directors. She has been a member of the Helsana Group’s Executive Committee since 1 June 2020.
2. Capital structure
Helsana Ltd’s share capital of CHF 70 million is divided into 70,000 fully paid-up registered shares with a par value of CHF 1,000 each. Each share entitles the holder to one vote at the Annual General Meeting. Registered shares may only be transferred with the approval of the Board of Directors. The share capital has not changed in the past five reporting years. There are no rules restricting nominee entries.
There are no preferred or voting shares and no outstanding participation certificates. There is also no conditional or authorised capital and no profit participation certificates. Helsana has issued no convertible bonds or options, and no such instruments are outstanding.
3. Board of directors
The Board of Directors is responsible for the strategic management of the Helsana Group. In 2020, Prof. Dr. Michèle Sutter-Rüdisser joined the Board of Directors, which now consists of the Chair and nine members. The Board comprises only non-executive members. Further information on the Chair and the members of the Board of Directors can be found at www.helsana.ch/bod.
None of the members sat on the Executive Committee of any Helsana Group company in the past five financial years, nor does any Board member have any business relationships with the Helsana Group or its companies that could influence their activities as members of the Board of Directors.
Members of the Board of Directors are each elected individually by the Annual General Meeting for a term of office of one year. Re-election is possible. The total term of office is capped at 16 years.
3.1. Internal organisation
The organisational structure of the Board of Directors and the Executive Committee is governed by the Organisational Regulations. These set out the tasks and responsibilities of the Board of Directors, its committees, the internal auditors and the Executive Committee, as well as reporting requirements.
The Board of Directors is the Helsana Group’s highest management authority. Four standing Board committees support the work of the Board of Directors, including coordinating, commenting on and preparing its resolutions. They may be supplemented by additional specialist committees for special tasks. The Board of Directors meets at least four times a year – or more frequently depending on business developments (2020: 19 meetings).
Four standing committees support the work of the Board of Directors
Executive & Remuneration Committee
Prof. Thomas D. Szucs (Chair), Michela Ferrari-Testa and Reto Stump
Duties and competences
Coordinating and preparing business matters to be submitted to the Board of Directors; preparing proposals for the Board of Directors on the remuneration of Board members; and determining the remuneration to be paid to the Executive Committee in accordance with the Board of Directors’ guidelines.
Audit & Risk Management Committee
Dr. Christiane Roth-Godat (Chair), Severin Moser, Dr. Benedikt Koch and Prof. Dr. Michèle Sutter-Rüdisser
Duties and competences
Preliminary evaluation and opinion to the Board of Directors on accounting and, auditing; reporting to the Board on the audit mandate, reporting (including management letter) and determining the external audit fees; election of the Head of Internal Audit; coordinating the internal and external audit plans; approving internal audit reports and reporting them to the Board of Directors, as well as of the actuary, external group companies and the situation with regard to risk management and the internal control system (ICS).
Prof. Thomas D. Szucs (Chair), Yves Cuendet, Daniel Loup and Dr. Jürg Dommer
Duties and competences
Preliminary assessments and preparing position papers for the Board of Directors on the reporting of non-current assets in the quarterly and annual reports, the value at-risk, the investment strategy and investment transactions that fall within the remit of the Board of Directors, and on the annual review of investment regulations.
Reto Stump (Chair), Prof. Thomas D. Szucs and Severin Moser
Duties and competences
Demanding and promoting ‘digital maturity’ and ensuring the sustainable development of the Helsana Group with regard to digitalisation. The Digitalisation Committee is involved in formulating and further developing the digitalization strategy for the Board of Directors.
The meetings of the four standing committees are based on business needs (number of meetings in 2020: Executive & Remuneration Committee: 8, Audit & Risk Management Committee: 5, Investment Committee: 8, Digitalisation Committee: 4).
3.2. Internal Audit
Internal Audit supports the Board of Directors in performing its work, and provides independent audit services with the aim of improving risk management, the internal control system (ICS) and business processes. It coordinates its work with the external auditors as well as with internal assurance functions. Internal Audit applies a risk-based approach to its work.
Internal Audit reports to the Chair of the Audit and Risk Management Committee, and reports to the Board of Directors on a quarterly basis.
4. Executive Committee
The Helsana Group’s Executive Committee is responsible for operational management. In 2020, Dr. Claudine Blaser Egger joined the Executive Committee, which now consists of six members. The CEO has executive operating responsibility. Further information on the CEO and the members of the Executive Committee can be found at: www.helsana.ch/ec.
5. Remuneration, shareholdings and loans
The Board of Directors determines the compensation of its members at the request of the Executive & Remuneration Committee. This committee determines the remuneration of members of the Executive Committee in accordance with the Board of Directors’ guidelines. Total Executive Committee remuneration consists of a fixed annual salary, a variable component, and employer contributions to social security and the pension fund. The variable component depends on the achievement of targets.
Remuneration of serving members of Group bodies
The Helsana Group reports the highest remuneration paid to an individual member of each of the Board of Directors and the Executive Committee separately. The following remuneration was paid in 2020 to acting members of the Board of Directors and the Executive Committee.
The total remuneration of the Board of Directors amounted to CHF 1,221,100. This includes all remuneration for serving on the Board of Directors and the four standing Board committees. The Chair of the Board of Directors was remunerated CHF 298,900. This included the fee for his work as Chair as well as expenses for chairing Board committees and participating in other committees and associations.
The total remuneration of the six members of the Executive Committee consisted of cash payments of CHF 2,619,100, pension contributions of CHF 440,100, and other compensation of CHF 142,900. The CEO received the highest remuneration, in the form of cash payments of CHF 617,700 pension contributions of CHF 105,400, and other compensation of CHF 32,500. The cash payments include the basic salary and all variable components.
Executive Committee members must pay to the company all royalties, fees and other remuneration accruing to them from mandates performed on behalf of the Helsana Group. No additional fees or remuneration requiring disclosure were paid to members of the Board of Directors or the Executive Committee.
6. Shareholders’ rights of participation
Each share entitles the holder to one vote at the Annual General Meeting. There are no preferred shares or voting shares. Shareholders may be represented at the Annual General Meeting by a written proxy. The proxy does not have to be a shareholder.
There are no statutory rules regarding the restriction on voting rights and participation in the Annual General Meeting.
Resolutions are passed by an absolute majority of votes represented, unless required otherwise by an imperative provision of the law. There is no statutory quorum.
The Annual General Meeting is held annually within six months of the end of the financial year. It is convened by the Board of Directors, the liquidators or the auditors. The Board of Directors shall also convene a General Meeting if this is requested in writing by shareholders representing at least ten per cent of the share capital and indicating the agenda items and motions.
The Annual General Meeting is called at least 20 days before the date of the meeting. The invitation must contain the items on the agenda and the motions of the Board of Directors and, if applicable, of the shareholders.
Helsana Ltd maintains a share register for the registered shares in which the owners and usufructuaries are entered with their names and addresses.
7. Change in control and defence measures
As Helsana Ltd is not listed on the stock exchange, the company is not obliged to make any public purchase offer.
There are no change of control clauses in any agreements and plans that favour members of the Board of Directors and/or the Executive Committee or other managerial employees of Helsana.
8. External auditors
According to the Articles of Association, the external auditor is appointed for one year at a time. The term of office of the lead auditor is limited to a maximum of seven years. The mandate covers the substantial majority of companies held directly or indirectly within Helsana’s scope of consolidation.
Ernst & Young AG, Zurich, has been the external auditor of the Helsana Group since 2006. The mandate was extended at the Annual General Meeting on 29 May 2020. Rolf Bächler has been the auditor in charge since 2017. Audit fees amounted to CHF 691,766 in 2020. No additional fees were incurred for management consulting in the year under review.
9. Robust risk management and internal controls
Helsana has an effective, systematic and company-wide risk management system and internal control system (ICS). These are based on the so-called the so-called three lines of defence and are an integral component of corporate management, helping to achieve corporate goals and ensure the continued existence and success of the Helsana Group. They are based on the provisions of the Swiss Code of Obligations and the Insurance Supervision Law (“Versicherungsaufsichtsgesetz, VAG”).
The Executive Committee and Board of Directors regularly receives reports on material risks and controls, their development, and the measures taken to limit and control them.
10. Information policy
The Helsana Group’s policy is to provide shareholders, employees and customers with transparent and comprehensive information on a regular basis. Information on topics such as the Group’s corporate strategy, legal structure, corporate governance, media releases, annual reports and others addressed to specific target groups can be found under “Helsana Group”.
The Group’s business results are published once a year. The press releases can be viewed on the company’s website. The annual report is available in German, French, Italian and English. It is published on the company’s website on the date the annual results are released.
The Annual General Meeting is held annually within six months following of the end of the financial year. Extraordinary General Meetings are convened as required. In addition, an information event for shareholders is generally held each September at Helsana’s headquarters.
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