3. Board of Directors

The BoD is responsible for strategy and organizational development, and supervises and controls the operational management. It defines the Group’s business principles, and keeps itself regularly informed about the company’s business performance. The BoD is authorized to make decisions on all matters that are not reserved for the Annual General Meeting or are conferred to another governing body of the company by law, the Articles of Association or other regulations.

The members of the BoD of Precious Woods contribute experience and expertise from a wide range of different fields and have both the skills and the time required, to ensure that they can critically and constructively engage with the GM and are able to form independent opinions. Members of the BoD are elected in staggered successions at the Annual General Meeting for a maximum term of three years.

The BoD is a self-constituting body and appoints the Chair from among its own members for a term of one year. After reaching one’s 70th birthday, the respective member of the BoD will step down from its post at the company’s next Annual General Meeting. At the Annual General Meeting on May 2017, Ernst A. Brugger was retired as Chairman of the Board of Directors. The re-elections of Katharina Lehmann, Jürgen Blaser and Robert Hunink lined up and new elections of Markus Brütsch and Kurt Lüscher. They were elected for a year on a proposal from BoD. The composition of the BoD is as follows on 31 December 2017: Katharina Lehmann (Chairwoman), Markus Brütsch (Delegate), Jürgen Blaser (Member), Robert Hunink (Member) and Kurt Lüscher (Member).

Members of the Board of Directors

The Precious Woods BoD has five members. The following statement about the members of the BoD and their activities at Precious Woods and cross-involvements represents the situation on 31 December 2017.

Katharina Lehmann (lic. oec. HSG), Swiss citizen, born in 1972, Chairwoman since 18 May 2017, BoD member since 2008, mandate ends in 2018. Other activities and interests:

Since 1996 Chair of the Board of Directors and Delegate of the companies that make up Erlenhof AG, i.e. Lehmann Holzwerk AG and Blumer-Lehmann AG
BoD member of Frutiger AG, Thun
BoD member of Blumer Techno Fenster AG, Waldstatt
Board member of Industrie- und Handelskammer (IHK), St. Gallen/Appenzell
Chairwoman of assiocation Senke Schweizer Holt (SSH)

Markus Brütsch, Swiss citizen, born in 1960, BoD member (Delegate) since 2017, mandate ends in 2018. Other activities and interests:

CEO/CFO of Precious Woods Holding Ltd since January 2014
CFO of Cicor Group (until the end of 2012)

Jürgen Blaser, Swiss citizen, born in 1955, BoD member since 2015, mandate ends in 2018. Other activities and interests:

Professor of International Forestry and Climate Change at Bern University of Applied Sciences, Agricultural, Forest and Food Sciences
Global Advisor on Tropical Forests, especially for the World Bank Group

Robert Hunink, Dutch citizen, born in 1953, BoD member since 2015, mandate ends in 2018. Other activities and interests:

President of ATIBT (Association Technique Internationale des Bois Tropicaux)
Advisor for Olam International, Singapore, until the end of 2016

Kurt Lüscher, Swiss citizen, born in 1957, BoD member since 2017, mandate ends in 2018. Other activities and interests:

Chief Executive of the company of Implementation Force AG
Chief Executive of the company of Energie 360^o (formely Erdgas Zürich), until the end of 2016

Additional information about the members of the BoD can be found in their profiles on our Website (Investor Relations – Corporate Governance – Board of Directors)

Committees of the Board of Directors

The committee meetings have been integrated with in the regular BoD meetings, due to the small size of the BoD no separate committee meetings are taking place.

The whole Board of Directors monitors the concordance between budget, finances and organization, examines the interim statements and the Annual Financial Report as well as the budget and oversees the relations with the external auditors. It is also the responsibility of the whole BoD to ensure the monitoring of the internal control system (IKS) and risk-management procedures as well as overseeing the processes for compliance with legal and regulatory requirements.

Katharina Lehmann is leading for strategy questions and shareholders’ relations, thus for the topics that were previously assigned to the Remuneration & Nomination Committee (RNC) within the Board of Directors. The whole Board of Directors ensures adequate terms and conditions of engagement for GM and the senior executives of the subsidiaries; it evaluates new members of the BoD and GM, determines remuneration guidelines and oversees corporate governance.

The BoD met a total of 8 times during 2017. Each meeting lasted between two and eight hours. The BoD keeps itself informed of business matters by means of consolidated, periodic, operational and financial reports. All relevant documents are made available to the BoD on a regular and timely basis. Chairman, Delegate of the board and the CEO/CFO realised interim meetings and visited the local management in Gabon and Brazil regularly.

Further information about the decision-making process as well as the areas of responsibility and control mechanisms can be found in the bylaws, which are published on Precious Woods’ Website (Investor Relations – Corporate Governance – Articles of Association and Bylaws).