The Board of Directors is responsible for the strategic management of the Helsana Group. At the Annual General Meeting (AGM) of the Helsana Group on May 20, 2022, the shareholders elected Dr Nina Arquint, Dr Lorenz Hirt and Prof. Sita Mazumder as new members of the Board of Directors. They succeed Dr Jürg Dommer, Michela Ferrari-Testa, Dr Christiane Roth-Godat and Reto Stump.
The Helsana Group Board of Directors consists of a Chair and – since the 2022 AGM – eight rather than 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 9 times in the 2022 financial year.
Four standing committees support the work of the Board of Directors:
Composition
Prof. Thomas D. Szucs
(Chair)
Dr Lorenz Hirt
(since the
Dr Benedikt Koch
(since the
Michela
(until the
Reto Stump
(until the
Duties and competences
Coordinating and preparing business matters to be submitted to the Board of Directors; prepares proposals for the Board of Directors on the remuneration of Board members; and determines the remuneration to be paid to the Executive Committee in accordance with the Board of Directors’ guidelines.
(8 sessions in 2022)
Composition
Joachim Masur
(Chair since the
Dr Christiane
Roth-Godat
(Chair until the
Prof. Michèle Sutter-Rüdisser
Dr Nina Arquint
(since the
Severin Moser
(until the beginning of
Dr Benedikt Koch
(until the
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 2022)
Composition
Prof. Thomas D. Szucs
(Chair)
Yves Cuendet
Severin Moser
(since the beginning of
Dr Jürg Dommer
(until the
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.
(15 sessions in 2022)
Composition
Severin Moser
(Chair since the 2022 AGM)
Reto Stump
(Chair until the 2022 AGM)
Prof. Thomas D. Szucs
Prof. Sita Mazumder
(since the
Duties and competences
Demanding and promoting digital maturity and ensuring the sustainable development of the Helsana Group with regard to digitalization. The Digitalization Committee is involved in formulating and further developing the digitalization strategy for the Board of Directors.
(5 sessions in 2022)
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.