3. Board of directors

The Board of Directors is responsible for the strategic management of the Helsana Group. At the Helsana Group's Annual General Meeting on May 21, 2021, the shareholders elected Joachim Masur to the Board of Directors. He succeeds Daniel Loup, who did not stand for re-election. In Joachim Masur, the Helsana Group’s strategic management gains a proven finance and insurance expert who will strengthen the Group, particularly in the areas of risk and audit.

The Helsana Group Board of Directors consists of a Chair and nine members, all of whom are non-executive members of the Board. 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. For more details on the Chair and members of the Board of Directors, please visit www.helsana.ch/bod.

3.1. Internal organization

The organizational structure of the Board of Directors and the Executive Committee is governed by the Organizational 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. It met 15 times in the 2021 financial year.

Four standing committees support the work of the Board of Directors

Executive & Remuneration Committee

Audit & Risk Management Committee

Investment Committee

Digitalisation Committee

Composition

Prof. Dr. Dr. Thomas D. Szucs

(Chair)

Michela
Ferrari-Testa

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.

(8 sessions in 2021)

Composition

Dr. Christiane Roth-Godat

(Chair)

Severin Moser

Dr. Benedikt Koch

Prof. Dr. Michèle Sutter-Rüdisser

Joachim Masur (since GM 2021)

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).

(4 sessions in 2021)

Composition

Prof. Dr. Dr. Thomas D. Szucs

(Chair)

Yves Cuendet

Daniel Loup (until GM 2021)

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.

(4 sessions in 2021)

Composition

Reto Stump

(Chair)

Prof. Dr. Dr. Thomas D. Szucs

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.

(4 sessions in 2021)

3.2. Internal Audit