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 by the Annual General Meeting for a term of one year.
The BoD is a self-constituting body and appoints the Chair from among its own members for a term of one year. After reaching the age of 72, 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 19 May 2022 Katharina Lehmann, Markus Brütsch, Jürgen Blaser and Robert Hunink were due for re-election. They were re-elected for a year on a proposal from BoD. In addition, Werner Fleischmann was elected as a new member of the Board of Directors. The composition of the BoD is as follows on 31 December 2022: Katharina Lehmann (Chairwoman), Markus Brütsch (Delegate), Jürgen Blaser (Member), Robert Hunink (Member) and Werner Fleischmann (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 2022.
Additional information about the members of the BoD can be found in their profiles on our website (Investor Relations – Corporate Governance)
Katharina Lehmann (lic. oec. HSG)
Swiss citizen, born in 1972
Chairwoman since 18 May 2017
BoD member since 2008, mandate ends in 2023
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 Association Senke Schweizer Holz (SSH)
“Working with tropical timber in countries such as Gabon or Brazil remains a challenging but important entrepreneurial activity.”
Markus Brütsch
Swiss citizen, born in 1960
BoD member (Delegate) since 2017, mandate ends in 2023
Other activities and interests:
- CEO/CFO of Precious Woods Holding Ltd since January 2014
- BoD member of Paul Reinhart AG
- BoD member of Reinhart Holding AG
“The protection of rainforests must be achieved through a combination of protected parks and sustainable forestry. Only in this way is the preservation of biodiversity and the extraction of renewable raw materials possible.”
Jürgen Blaser
Swiss citizen, born in 1955
BoD member since 2015, mandate ends in 2023
Other activities and interests:
- Professor of International Forestry and Climate Change at University of Applied Sciences, Agricultural, Forest and Food Sciences
- Global Advisor on Tropical Forests, especially for the World Bank Group
“The management of its tropical natural forests according to the highest sustainability standards is an important pillar of Precious Wood’s business model, especially in financially difficult times.”
Robert Hunink
Dutch citizen, born in 1953
BoD member since 2015, mandate ends in 2023
Other activities and interests:
- Former President of ATIBT (Association Technique Internationale des Bois Tropicaux), until October 2019
“Despite a disappointing financial result, Management and Board of Directors are convinced of the necessity for additional investments in our processing capacity in order to further increase yields, diversify the product range, create added value and improve our earnings.”
Werner Fleischmann
Swiss citizen, born in 1955
BoD member since 2022, mandate ends in 2023
Other activities and interests:
- Owner and Managing Director of Fleischmann Immobilien AG, Weinfelden
- Owner of Fleischmann Liegenschaften AG and Werner Fleischmann AG, Weinfelden
“We have to prove that our great commitment to the tropical forest will also pay off financially for our company.”
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 budgets, 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 eleven times during 2022. 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 and Delegate of the board/CEO/CFO realized 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).