Corporate Executive Committee
Gert De Winter
President of the Corporate Executive Committee of the Baloise Group (Group CEO)
Gert De Winter (1966, BE) applied economics at the University of Antwerp. From 1988 to 2004 he performed various roles at Accenture in Brussels, working as an analyst, consultant, manager and finally partner for issues relating to IT and business transformation management in the financial sector. In 2005 he joined the Baloise Group as Chief Information Officer (CIO) of the Mercator insurance company in Belgium. Since From 2009 until 2015 Gert De Winter has been Chief Executive Officer of Baloise Insurance, which was formed in 2011 from the merger of the three insurance companies Mercator, Nateus and Avéro. He currently lives with his wife and two daughters in Antwerp, and plans to move to Switzerland in early 2016. On 1 January 2016, Gert De Winter became Group Chief Executive Officer.
Head of Finance (CFO)
German Egloff (1958, Switzerland, lic. oec. HSG) graduated in business management from the University of St. Gallen. From 1985 onwards he held various managerial positions at Winterthur Insurance, Switzerland. In 1997, as an executive director, he was put in charge of personal nonlife insurance products, which included responsibility for both Wincare and – as Chairman of the Board of Directors – Sanacare. From 1998 to 2002 he was Chief Financial Officer of Winterthur Switzerland and sat on the Board of Directors of Wincare, becoming its Chairman in 2000. From 2002 to 2004 he was Chief Financial Officer at Zurich Financial Services, Switzerland. His responsibilities here comprised finance, human resources, IT, logistics and procurement. Since 1 December 2004, he has been a member of the Corporate Executive Committee (heading up Corporate Division Finance), where he oversees Group Accounting & Finance, Corporate Communications & Investor Relations, Group Risk Management, and Corporate IT. The actuary responsible for Baloise’s business in Switzerland and the Head of Regulatory Affairs also report to German Egloff.
Head of Asset Management
Martin Wenk (1957, Switzerland, lic. iur.) held several posts at a major bank from 1982 to 1992 after graduating in law from the University of Basel. He started out as an investment advisor to institutional clients before becoming a Group Manager in private banking in New York and eventually working as Section Head of Securities Sales, where he primarily covered key institutional clients. From 1992 to 2000 he headed up portfolio management in Switzerland for the Baloise Group, where he was responsible for managing the assets of several Swiss companies, including their pension funds. In 2001 he was appointed to the Corporate Executive Committee (as Head of Corporate Division Asset Management) and, in this capacity, is responsible for the Baloise Group’s asset management activities, which include investment strategy and investment control, Baloise Asset Management, real estate, and Baloise Investment Services (investment fund business). He sits on the Board of Directors at Unigestion Holding, Geneva, and compenswiss (the Swiss Federal Social Security Funds), Geneva.
Head of Corporate Center
Thomas Sieber (1965, Switzerland, Dr iur., M.B.L., lawyer, SDM mediator) studied law at the University of St. Gallen. At the beginning of 1994 he qualified to practise as a lawyer in the Swiss canton of Zurich. From 1999 to 2002 he lectured in corporate law at the University of St. Gallen. After brief spells working at Landis & Gyr and Siemens he joined the Baloise Group in 1997 as Deputy Head of Legal & Tax. He became head of this division in 2001 and, in addition, was secretary to Bâloise Holding’s Board of Directors until April 2012. Since 6 December 2007 he has been a member of the Corporate Executive Committee and, as Head of the Corporate Centre, is responsible for Group Human Resources, Legal and Tax, Group Compliance, Corporate Development, Run-off Business and – since 2009 – Group Procurement. He also sits on the Board of Directors at EuroAirport Basel-Mulhouse-Freiburg.
CEO Basler Switzerland
Michael Müller (1971, Switzerland, lic. oec. publ.) graduated in economics from the University of Zurich, specialising in insurance and accounting/finance. He began his career with Basler Versicherungen in 1997, starting as a management trainee, then working in Group Finance and eventually becoming Deputy Head and, in 2004, Head of Financial Accounting for the Baloise Group. In 2009, as Head of Finance and Risk, he became a member of the senior management team in Corporate Division Switzerland, focusing on financial reporting and accounting, actuarial management of the insurance companies, risk management and coordination of logistics processes and the pool of project leaders. He has been a member of the Corporate Executive Committee and CEO of Corporate Division Switzerland since March 2011. Michael Müller is a member of the Board of Foundation of Stiftung Finanzplatz Basel.
Board of Directors
|Name||Nationality||Born in||Appointed in|
|Dr Andreas Burckhardt, Chairman||CH||1951||1999|
|Werner Kummer, Vice-Chairman||CH||1947||2000|
|Dr Michael Becker||D||1948||2010|
|Dr Andreas Beerli||CH||1951||2011|
|Dr med. Georges-Antoine de Boccard||CH||1951||2011|
|Christoph B. Gloor||CH||1966||2014|
|Prof Dr Marie-Noëlle Venturi - Zen-Ruffinen||CH||1975||2016|
Secretary to the Board of Directors: Dr Philipp Jermann
Andreas Burckhardt (1951, Swiss, Dr iur., attorney) has been a member of the Board of Directors since 1999 and its Chairman since 29 April 2011. He studied jurisprudence at the universities of Basel and Geneva. He worked in the legal department of Fides Treuhandgesellschaft from 1982 to 1987 and served as Secretary General of the Baloise Group from 1988 to 1994. He was Director of the Basel Chamber of Commerce from 1994 to April 2011. In this role he sat on various governing bodies of national and regional business organisations. From 1981 to 2011, he performed political functions in Basel City, and from 1997 to 2011 he served on the Great Council of the Canton of Basel City (as Chairman in 2006/2007). He sits on the Board of Directors of Carl Spaeter AG and is also Chairman of the Board of Governors of the Swiss Tropical and Public Health Institute, Basel. Dr Burckhardt is a member of the Committee of the Board of Directors of economiesuisse and sits on the Executive Committee of the regional employers’ association in Basel and of the Regio Basiliensis association. As Chairman of the Board of Directors of Baloise, Dr Burckhardt holds a non-executive position.
Werner Kummer (1947, Swiss, Dipl.-Ing. ETH, MBA Insead) has been a member of the Board of Directors since 2000 and its Vice Chairman since 2014. From 1990 to 1994, he was CEO of Schindler Aufzüge AG and subsequently, until 1998, sat on Schindler’s Group Management Committee, where he was responsible for the Asia Pacific region. Until 2013 he was a member of the Supervisory Board of Schindler Deutschland Holding GmbH. He was CEO of Forbo Holding AG from 1998 until 2004. He is a freelance management consultant, Chairman of the Board of Directors at Gebrüder Meier AG, a member of other supervisory boards of non-listed companies in Switzerland and abroad and an executive director of the Zurich Chamber of Commerce. Mr Kummer is an independent non-executive director.
Michael Becker (1948, German, Dr iur.) has been a member of the Board of Directors since 2010. He studied law in Hamburg and Tübingen and became Head of Accounting and Finance at Merck KGaA, Darmstadt, in 1998. From 2000 until 2011, he was an executive director and general partner of the publicly listed company Merck KGaA and, from 2002, he was an executive director and general partner of E. Merck KG, Darmstadt, which holds 70 per cent of the shares in Merck KGaA. Dr Becker is a member of the Supervisory Board of Symrise AG, Germany. Dr Becker is an independent non-executive director.
Andreas Beerli (1951, Swiss, Dr iur.) has been a member of the Board of Directors since 2011. He studied law at the University of Basel. In 1979, he started working as an underwriter for the German market at Swiss Re. From 1985 to 1993, he performed various managerial roles at Baloise, with the main focus on supervising and supporting several foreign units. He then moved to Swiss Re, where he became a member of the Group Executive Committee in 2000, first in the United States as Head of Swiss Re Americas and, most recently, in Zurich as Chief Operating Officer for the entire Swiss Re Group. Since 2009, he has acted as an independent adviser on the boards of directors and advisory boards of companies and professional associations. He is a member of the Board of Directors at Ironshore Europe Inc., Dublin, a member of the Advisory Board of Accenture Schweiz, and Chairman of the Swiss Advisory Council of the American Swiss Foundation. Dr Beerli is an independent non-executive director.
Georges-Antoine de Boccard
Georges-Antoine de Boccard (1951, Swiss, Dr med.) has been a member of the Board of Directors since 2011. He studied medicine at the University of Geneva. He has run his own urological surgery practice in Geneva since 1987. Dr de Boccard is Chairman of the Board of Directors at Citadel Finance SA and Stellaria Holding SA, and is also a member of the Board of Directors of the Swiss International Prostate Center SA. He was Chairman of the Swiss Association of Urology from 2005 to 2006. He is a member of the Swiss Association of Urology, the European Association of Urology and other professional bodies and associations. Dr de Boccard is an independent non-executive director.
Christoph B. Gloor
Christoph B. Gloor (1966, Swiss) has been a member of the Board of Directors since 2014. He holds a degree in business economics (HWV) and has been a member of the Executive Committee of Notenstein La Roche Privatbank AG, Basel, since November 2015. Previously, he was CEO of the Basel-based private bank La Roche & Co AG. Before joining La Roche & Co AG in 1998, he worked first at Swiss Bank Corporation and then at Vitra (International). Christoph B. Gloor was Chairman of the Association of Swiss Private Banks from November 2013 until February 2015 and was a member of the Board of Directors of the Swiss Bankers Association from September 2013 until February 2015. Mr Gloor is an independent non-executive director.
Karin Keller-Sutter (1963, Swiss, certified translator and conference interpreter, postgraduate degree in education) has been a member of the Board of Directors since 2013. In 1996, she was elected to St. Gallen’s cantonal parliament and became Chairwoman of the FDP (the Swiss Liberal Party) for the canton of St. Gallen, before being elected to St. Gallen’s cantonal governing council in 2000. She was in charge of the Security and Justice Department until May 2012 and chaired the governing council in 2006/2007 and again in 2011/2012. She has been a member of the Council of States – the smaller chamber of the Swiss parliament – since autumn 2011. Ms Keller Sutter is a member of the Pensimo Fondsleitung AG. She is also a member of the Board of Directors of ASGA Pensionskasse and chairs the Board of Trustees of the Pensimo investment foundation. She is Chairwoman of the Swiss Retail Federation and a member of the Executive Committee of the Swiss Employers’ Federation. Ms Keller-Sutter is an independent non-executive director.
Hugo Lasat (1964, Belgium, Master in Economic Sciences, Master in Finance) has been a member of the Board of Directors since 2016. He has been CEO of Brussels-based Degroof Petercam Asset Management (formerly Petercam Institutional Asset Management) since 2011. His managerial roles prior to that include CEO of Amonis Pension Fund and CEO of Dexia Asset Management. He is a guest professor at Hogeschool‑Universiteit Brussel (HUBrussel), Chairman of the Belgian Asset Management Association (BEAMA) and a member of the Board of Directors of the Belgian Financial Sector Federation (Febelfin). He is also a member of the Financial Committee of the Red Cross and the Financial Committee of the King Baudouin Foundation. Mr Lasat is an independent non-executive director.
Thomas Pleines (1955, German, attorney) has been a member of the Board of Directors since 2012. From 2003 to 2005, he was CEO and delegate of the Board of Directors at Allianz Suisse, Zurich, and from 2006 to 2010 he was CEO of Allianz Versicherungs-AG, Munich, and an executive director at Allianz Deutschland AG, Munich. Mr Pleines was a member of the Supervisory Board of Bilfinger SE, Mannheim, from 1998 to 2013. Since 2011, he has been Chairman of the Presidential Board at DEKRA e.V., Stuttgart, Chairman of the Supervisory Board at DEKRA SE, Stuttgart, and Chairman of the Supervisory Board at SÜDVERS Holding GmbH & Co. KG, Au near Freiburg. Mr Pleines is an independent non-executive director.
Marie-Noëlle Venturi - Zen-Ruffinen
Marie-Noëlle Venturi - Zen-Ruffinen (1975, CH, Prof Dr iur., lawyer) has been a member of the Board of Directors since 2016. She holds a PhD and master’s degree in law and a master’s degree in philosophy from the University of Fribourg. She is a lawyer and honorary professor at the School of Economics and Management at the University of Geneva, where she mainly lectures on corporate law. Professor Venturi - Zen-Ruffinen was a partner in the Geneva law firm Tavernier Tschanz until 2012, and since that time has been of counsel for the firm. She is president of the Swiss Board Institute foundation and sits on the Board of Management of the Swiss Institute of Directors. Professor Venturi - Zen-Ruffinen is an independent non-executive director.
The Board of Directors has four committees, which support it in its activities. These committees report to the Board of Directors and submit the necessary proposals for their particular areas of responsibility. The Investment Committee and the Remuneration Committee have their own decision-making powers.
The committees appointed by the Board of Directors generally consist of four members, who are newly elected every year by the Board of Directors. In accordance with section 7 VegüV, the members of the Remuneration Committee are to be elected by the Annual General Meeting from 2014. The Chairman and Vice-Chairman of the Board of Directors are ex officio members of the Chairman’s Committee. The Chairman of the Board of Directors is not allowed to sit on the Audit and Risk Committee. The committees’ basic functions and responsibilities are specified in the Organisational Regulations and in the written regulations applicable to individual committees, which also govern administrative aspects.
The Chairman’s Committee provides advice on key transactions, especially those involving important strategic or personnelrelated decisions. Consequently, it also does the necessary preparatory work on HR issues.
The Investment Committee’s main responsibilities are to oversee the Baloise Group’s investment activities, define the basic principles of its investment policy, specify the asset allocation strategy for all strategic business units and devise the relevant investment plan.
Until now the Remuneration Committee has specified the structure and amount of remuneration paid to the members of the Board of Directors and of the salaries paid to the members of the Corporate Executive Committee. Under the VegüV, the remuneration of the Board of Directors and Corporate Executive Committee has to be approved by the Annual General Meeting from 2014. The Remuneration Committee will therefore submit the necessary proposals to the Board of Directors for presentation to the Annual General Meeting. The Remuneration Committee approves the target agreements and performance assessments that are applied to the Corporate Executive Committee members in order to determine their variable remuneration. It also sanctions the remuneration policies applicable to the Corporate Executive Committee members and ensures that they are being correctly implemented. It approves the variable remuneration granted to individual members of the Corporate Executive Committee; from 2014 this remuneration has to be within the maximum amount approved by the Annual General Meeting. Furthermore, it specifies the total amount available in the performance pool.
Audit and Risk Committee
The Audit and Risk Committee supports the Board of Directors in its non-delegable overarching supervisory and financial oversight functions (section 716a OR) by ascertaining whether the internal and external control systems, including risk management, are well organised and function properly, by assessing the situation with respect to compliance in the Company and by forming its own view of the Company’s separate and consolidated annual financial statements. It receives regular reports on the work and findings of Group Internal Audit and on cooperation with the external auditors.
Structure of the committees
Dr Andreas Burckhardt, Chairman
|Investment Committee||Dr Andreas Burckhardt, Chair
Christoph B. Gloor, Deputy Chair
Hugo Lasat, Member
Dr med. Georges-Antoine de Boccard, Member
|Audit and Risk Committee||
Werner Kummer, Chair
|Remuneration Committee||Thomas Pleines, Chair
Marie-Noëlle Venturi - Zen-Ruffinen, Member
Dr med. Georges-Antoine de Boccard, Member
Karin Keller-Sutter, Member