The ARYZTA AG Board introduced the role of Lead Independent Director in November, 2020 following the appointment of the Chairman as the interim CEO. The Swiss Code of Best Practice for Corporate Governance recommends the appointment of a Lead Independent Director if for reasons specific to the company or because the circumstances relating to availability of top management makes it appropriate, the Board decides that a single person should perform both positions.
In accordance with good corporate governance, the Lead Independent Director is authorised to convene and chair meetings of the Board of Directors on his own if necessary. Further, the Lead Independent Director is authorised to assess the work of the Group CEO or any matter involving the Group CEO’s conduct or capacity, the decision on the compensation package of the Group CEO and decision on the Board’s proposal to the General Meeting for the re-election of the Chair.
The role of the Lead Independent Director and his duties are set out in detail in the Organizational Regulations of ARYZTA AG https://www.aryzta.com/about-aryzta/corporate-governance/
Following the November 2021 AGM, the ARYZTA Board appointed Jörg Riboni as Lead Independent Director. Mr Riboni is a highly experienced non-executive director and is also the Chairman of the Audit and the Ad Hoc Committees. Given the dual role mandate of Chairman and interim CEO, the ARYZTA AG Board decided that the Chairman would not sit on any the Board Committees nor does he attend the non-executive Board member meetings.