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 17 May 2023 Markus Brütsch, Jürgen Blaser, Robert Hunink and Werner Fleischmann were due for re-election. They were re-elected for a year on a proposal from BoD. In addition, Bernhard Pauli and Olivier Kobel were elected as new members of the Board of Directors. The composition of the BoD is as follows on 31 December 2023: Markus Brütsch (Chairman), Robert Hunink (Vicepresident), Jürgen Blaser (Member), Werner Fleischmann (Member), Bernhard Pauli (Member) and Olivier Kobel (Member).
Members of the Board of Directors
The Precious Woods BoD has six 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 2023.
Markus Brütsch
Swiss citizen, born in 1960
Chairman since 17 May 2023
BoD member since 2017, mandate ends in 2024
Other activities and interests:
- CEO / CFO of Precious Woods Holding Ltd. from January 2014 until June 2023 (CEO) / September 2023 (CFO)
- BoD member of Paul Reinhart AG
- BoD member of Reinhart Holding AG
Robert Hunink
Dutch citizen, born in 1953
BoD member since 2015, mandate ends in 2024
Other activities and interests:
- Former President of ATIBT (Association Technique Internationale des Bois Tropicaux), until October 2019
Jürgen Blaser
Swiss citizen, born in 1955
BoD member since 2015, mandate ends in 2024
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
Werner Fleischmann
Swiss citizen, born in 1955
BoD member since 2022, mandate ends in 2024
Other activities and interests:
- Owner and Managing Director of Fleischmann Immobilien AG, Weinfelden
- Owner of Fleischmann Liegenschaften AG and Werner Fleischmann AG, Weinfelden
Bernhard Pauli
Swiss and German citizen, born in 1967
BoD member since 2023, mandate ends in 2024
Other activities and interests:
- Head of department and study programme forest sciences at University of Applied Sciences, Agricultural, Forest and Food Sciences
Olivier Kobel
Swiss and French citizen, born in 1968
BoD member since 2023, mandate ends 2024
Other activities and interests:
- Owner and Managing Director of Kobel Advisory Services, Geneva
Committees of the Board of Directors
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.
The Financial Committee, which covers the areas of finance and accounting, reporting and investor relations, consists of three members of the Board of Directors. It is chaired by Markus Brütsch. Werner Fleischmann and Olivier Kobel are the other members of the committee.
The Remuneration & Nomination Committee, which covers the areas of remuneration of the members of the Board of Directors and the Executive Board; personnel policy and strategy, consists of three members of the Board of Directors. Markus Brütsch is the Chairman. Robert Hunink and Bernhard Pauli are the other members of the committee.
The committees meet as often as necessary to fulfil their duties. Regular reports and proposals are submitted to the full Board of Directors.
The BoD met a total of thirteen times during 2023. 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 co-CEO and 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).