Members and internal organization

(Summary, full version please see Corporate Governance Report and Organizational Regulations [only available in German and French].)

Details of the members of the Board of Directors and Executive Board are available under the following links:

Members of the Board of Directors >>

Members of the Executive Board >>

Under the Articles of Association of the Edisun Power Group, the Board of Directors consists of a minimum of three and a maximum of nine members. The Board of Directors currently consists of five members.

• Electoral body: annual general meeting
• Term of office: elected for one year, re-election possible

The Board of Directors is the supreme decision-making body, and lays down guidelines in the following areas:

• Strategy
• Organization
• Financial planning
• Accounting

The Board of Directors has transferred responsibility for day-to-day business to its delegate.

The Board of Directors takes decisions on all matters concerning the company collectively.

The members of the Board receive full documentation before each Board meeting to enable them to prepare sufficiently.

• Audit committee
• Nomination and compensation committee

The chairs of these committees are appointed by the Board of Directors. The committees meet regularly and are obliged to produce minutes and recommendations for the scheduled meetings of the Board. The chair of the committee decides on the items to be placed on the agenda.

• Term of office: one year, re-election possible

• Fulvio Micheletti, Chairman (member since May 29, 2015)
• Reto Klotz (member since April 24, 2020)
• Marc Klingelfuss (member since April 23, 2021)

The audit committee meets as often as is necessary, but at least two times a year. These meetings are also attended by the CEO and CFO as well as representatives of the external auditors, where necessary.

The audit committee of Edisun Power Europe Ltd. met for a total of three regularly scheduled meetings in the 2022 financial year.

On behalf of the full Board of Directors, the audit committee reviews matters including

• the work and effectiveness of the external auditors;
• the company's financial control systems, financial structure and the risk management control systems;
• the Group’s semi-annual and annual reports.

• Term of office: one year, re-election possible

• Fulvio Micheletti, Chairman (member since May 29, 2015)
• Reto Klotz (member since May 18, 2018)
• José Luis Chorro López (member since April 24, 2020)

The nomination and compensation committee meets as often as is necessary, but at least once a year. 

The nomination and compensation committee of Edisun Power Europe Ltd. met once in the 2022 financial year during regular scheduled Board meetings.

The committee’s primary tasks are:

• to review the composition and level of the compensation paid to the Board of Directors and the Executive Board;
• to select suitable candidates for election to the Board of Directors;
• to nominate candidates for the Executive Board on the recommendation of the CEO; and
• to submit applications and staff proposals to this effect to the Board of Directors.

The Board of Directors also:

• receives consolidated financial statements (balance sheet, income statement and cash flow statement) on a semi-annual and annual basis;
• receives monthly reports on the progress of projects, output data comparisons and acquisition plans;
• holds informal telephone conferences between individual Board members and the CEO and CFO as required;
• may (in the person of any of its members) request information in connection with all matters relevant to the company;
• receives annual reports from the Executive Board regarding current risks and risk limitation measures.