Holcim streamlines Group organization.

Transcription

1 Value-Driven Corporate Management Organization and management Holcim streamlines Group organization. Efficient management and control Holcim s corporate governance policy the management processes, the organization and the monitoring of its top management, as well as business policy principles and internal and external control mechanisms intends to clearly delineate responsibilities, and to ensure transparent and sustainable value creation. The Group s credibility and reputation relies on confidence among investors, business partners, employees and the public at large. Holcim s corporate governance is continually adapted in line with important developments. The internal control system (ICS) for the presentation of the annual financial statements, conforming to the requirements of Art. 728a of the Swiss Code of Obligations and Swiss Auditing Standard 890, has proved to be sound. It goes beyond financial control and increasingly also covers areas to do with questions of business ethics and integrity. Holcim is one of the Swiss companies to sign up to the ten principles of the UN Global Compact on human rights, labor, the environment and anti-corruption. Code of Conduct Issued by the Board of Directors and the Executive Committee, the Code of Conduct defines Group-wide standards of business behavior for all employees. The Code of Conduct can be found on our website under Each Group company is responsible for incorporating the principles of the Code of Conduct into employeerelated contracts and training activities. Non-compliance with the rules will not be tolerated and will result in disciplinary measures, which could go in certain circumstances as far as termination of the employment relationship. Value creation in a competitive environment Among other things, the Code of Conduct requires strict respect for the rules of competition and anticorruption. Here, Holcim has a zero tolerance policy. Measures have been introduced to ensure that the Group companies comply with the applicable legislation and the relevant regulations. These include a centrally coordinated training program and instructions on good business conduct in line with modern competition and anti-corruption law. Training and support materials are continuously updated in line with the latest developments in competition law. 32

2 Organization and Management Board of Directors Rolf Soiron Executive Committee Bernard Fontana Area Management Horia Adrian Status as at February 27, Chairman, Chairman of the Governance & Strategy Committee Chief Executive Officer, Africa Middle East Thomas Aebischer Javier de Benito Urs Fankhauser Aidan Lynam Beat Hess Chief Financial Officer Onne van der Weijde Deputy Chairman Paul Hugentobler Kaspar E.A. Wenger Erich Hunziker Deputy Chairman, Chairman of the Nomination & Compensation Committee South Asia and ASEAN excl. Philippines Roland Köhler Europe excl. UK Corporate Functional Management Urs Bleisch Jacques Bourgon Markus Akermann Andreas Leu Christine Binswanger Latin America Auditors Alexander Gut Bernard Terver Ernst & Young AG Peter Küpfer Chairman of the Audit Committee Adrian Loader Andreas von Planta Wolfgang Reitzle Thomas Schmidheiny Dieter Spälti North America and UK Ian Thackwray East Asia, China, Philippines, Oceania, International Trade Management Structure See organizational chart on pages 38 and 39. Changes See also Corporate Governance on page 85 ff. The Executive Committee from left to right: Thomas Aebischer, Roland Köhler, Bernard Fontana, Andreas Leu, Bernard Terver, Ian Thackwray, Paul Hugentobler. Secretary of the Board of Directors Peter Doerr 33

3 Value-Driven Corporate Management At the 2012 ordinary general meeting, Wolfgang Reitzle was elected to the Board of Directors of Holcim Ltd. He is a German citizen, studied engineering and economics at the Technical University of Munich, and holds a degree and a PhD in mechanical engineering. From 1976 to 1999 he worked for the car manufacturer BMW, where in 1987 he was appointed regular member of the Executive Board, responsible for research and development. In 1999, Wolfgang Reitzle took over as CEO of the Premier Automotive Group and Vice President of the US car manufacturer Ford. In 2002, he joined the Executive Committee of Linde, a world-leading gases and engineering company, and became CEO in Board members Adrian Loader, Thomas Schmidheiny and Dieter Spälti were confirmed in office for a further term of three years by the 2012 general meeting. At the same general meeting, the Chairman of the Board of Directors bade farewell to Wolfgang Schürer, member of the Board of Directors since 1997, and Markus Akermann, as CEO of Holcim Ltd, who began his career with Holcim in The Chairman explicitly thanked both for their valuable service. With effect from February 1, 2012, Bernard Fontana assumed the office of CEO at Holcim Ltd. He is a French national. Bernard Fontana holds degrees in engineering from the Ecole Polytechnique and the Ecole Nationale Supérieure des Techniques Avancées in Paris. His career began with Groupe SNPE in France. In 1998, he was appointed head of US operations, and from 2001 to 2004 was a member of the Management Committee in charge of the Chemicals and Industrial Explosives activities of the Group. Shortly after joining ArcelorMittal in 2004, he was appointed head of HR, IT and Business Development at Flat Carbon. From 2006 to 2007, he was a member of the Executive Committee of ArcelorMittal with responsibility for the entire automotive supplier industry. In his capacity as Executive Committee member, he was subsequently responsible for HR and the global alliance with Nippon Steel. From 2010 to the end of 2011, Bernard Fontana was CEO of Aperam, a Luxembourg-domiciled listed corporate group spun off from ArcelorMittal in fall As part of the Holcim Leadership Journey, the Group announced a more streamlined Group organization with effect from September 1, 2012: Group region Europe (excluding UK) has been placed under the leadership of Executive Committee member Roland Köhler, previously CEO of Holcim Group Support Ltd (CV see page 101). He is assisted by three Area Managers, namely Horia Adrian for Eastern and Southeastern Europe, including CIS/Caspian Sea, Urs Fankhauser for Western Europe (excluding UK), and Kaspar E.A. Wenger for South Germany, Switzerland and Italy (CVs see pages 103 and 104). Group region North America and the UK now report to Bernard Terver, who has been appointed a member of the Executive Committee (CV see page 102). As Area Manager, Javier de Benito (CV see page 103) now has management responsibility for region Africa Middle East, including the market positions in West Africa and the Arabian Gulf, which were previously managed by Holcim Trading. He also looks after Holcim s interests in South and East Africa. Javier de Benito reports directly to the CEO of Holcim Ltd. In addition to East Asia, China, the Philippines and Oceania, Executive Committee member Ian Thackwray (CV see page 102) is also responsible for Holcim Trading. 34

4 Organization and Management There were no changes in the areas of responsibility of Executive Committee members Paul Hugentobler and Andreas Leu. The corporate functions of Holcim Group Support Ltd, which supports the program of strengthening the Group s market excellence and cost leadership, have been merged under the newly appointed Corporate Functional Manager Urs Bleisch (CV see page 105). Effective September 1, Urs Böhlen resigned from the Executive Committee, and assisted the CEO of Holcim Ltd in an advisory capacity until his retirement at the end of Executive Committee members Benoît-H. Koch and Patrick Dolberg have left the company. Line and functional management responsibility Holcim s hierarchical structures are flat and its divisions of responsibility clearly defined, both at Group level and in the individual Group companies, to ensure expert knowledge and cost awareness, and to support the fast implementation of new processes or standards. The operating units in around 70 countries fall under the line responsibility of individual Executive Committee members, who are assisted by Area Managers and Corporate Functional Managers. If our Group companies are to strengthen their cost and market leadership in their markets, they need entrepreneurial room for maneuver as well as support from the Group in the form of specific know-how and predefined parameters. The Group s managers, the regions, the countries and local sites are assisted by service centers at the regional level and by central corporate staff units at the global level. In the year under review, in line with the Holcim Leadership Journey (see pages 26 to 31), these functions focused more intently on generating added value throughout the entire Group. Striking the balance between local competence on the one hand, and the appropriate support or intervention from Group headquarters on the other, is a permanent challenge. The mandate of Holcim Group Support Ltd was expanded in 2012 to consistently strengthen the focus of all Group companies on efficiency improvement. The promotion of innovation and knowledge sharing will also play a greater role within the Group. 35

5 Value-Driven Corporate Management In this context, an industrial franchise fee was introduced with effect from January 1, The fee simplifies the collaboration between the Group companies and the relevant corporate staff units. An important aspect is to ensure that the central functions are more precisely focused on optimizing operations and enhancing customer excellence. All corporate staff units active in these areas have been merged into Holcim Technology Ltd with effect from January 1, The remaining corporate staff units now operate as part of Holcim Group Services Ltd. Business Risk Management identifies risks and opportunities Business Risk Management supports the Board, the Executive Committee and the management teams of the Group companies. Its aim is to systematically recognize major risks as well as opportunities. In focus are a wide range of different internal and external risk types in the strategic, operating and financial sectors. Besides the Group companies, the Executive Committee and the Board are also involved in the assessment process. Identified risks are evaluated, countermeasures proposed and implemented at the appropriate level. The Group s risk profile is assessed both top-down and bottom-up. The Board of Directors receives regular reports on important risk analysis findings and is provided by updates on the measures taken (see also pages 91 and 92). 36

6 Organization and Management Internal Audit as an important monitoring instrument Internal Audit is an independent body. It reports directly to the Chairman of the Board of Directors and submits regular reports to the Audit Committee. Internal Audit does not confine itself to financial matters, but also monitors compliance with external and internal guidelines. Particular attention is paid to the effectiveness and efficiency of internal management and control systems, including: Examining the reliability and completeness of financial and operational information Examining the systems for controlling compliance with internal and external directives such as plans, processes, laws and ordinances Focus on joint objectives To achieve the corporate goals and added value it is aiming for, the company systematically measures performance. The compensation systems are designed to motivate management to perform above average and to consistently high standards. A standardized, variable compensation system has been in place for our most senior executives. Salaries are calculated not only on the basis of financial objectives, but also in light of individual goals (see also compensation report on pages 106 to 116). A significant proportion of the variable compensation is paid in the form of Holcim shares, which are locked in for a period of three to five years. This system strengthens the shared focus on a long-term increase in the Group s performance and value. Examining whether operating assets are safeguarded 37

7 Value-Driven Corporate Management Organization Chart Status as at February 27, Board of Directors Holcim Ltd Audit Committee Internal Audit 1 Executive Committee Paul Hugentobler Ian Thackwray Andreas Leu Roland Köhler Area Managers/ Corporate Functional Managers Aidan Lynam Onne van der Weijde Horia Adrian Urs Fankhauser Kaspar E. A. Wenger Line and functional responsibility South Asia ASEAN 2 East Asia3 Oceania Latin America Europe 4 Holcim Trading 1 Internal Audit reports to the Chairman of the Board of Directors. 2 Excluding Philippines. 3 Including Philippines. 4 Excluding UK. *Ad interim. 38

8 Organization and Management Governance & Strategy Committee Nomination & Compensation Committee Bernard Fontana CEO Bernard Terver Thomas Aebischer CFO Javier de Benito Urs Bleisch Jacques Bourgon Communications Human Resources Investor Relations Legal Occupational Health & Safety Strategy & Risk Management North America UK Africa Middle East Controlling Financing & Treasury Group Structure & Tax HTS Accounting & Administration* IT Merger & Acquisitions Procurement Aggregates & Construction Materials Cement Manufacturing Marketing & Commercial Innovation Sustainable Development 39