Board of Directors

The Board of Directors consists of 14 members, 13 of whom are independent according to the definition of the Swiss Code of Best Practice for Corporate Governance.

Composition of the Board of Directors

Board of Directors

Position

1

As of July 10, 2015.

2

Until July 10, 2015.

Wolfgang Reitzle

Co-Chairman (Statutory Chairman)

Beat Hess

Vice-Chairman

Bruno Lafont

Co-Chairman1

Bertrand Collomb

Member1

Philippe Dauman

Member1

Paul Desmarais, Jr.

Member1

Oscar Fanjul

Member1

Alexander Gut

Member

Gérard Lamarche

Member1

Adrian Loader

Member

Jürg Oleas

Member2

Nassef Sawiris

Member1

Thomas Schmidheiny

Member

Hanne Birgitte Breinbjerg Sørensen

Member

Dieter Spälti

Member

Anne Wade

Member2

Please see chapter Board of Directors for the biographical information of the Board members as per December 31, 2015. The title “Chairman of the Board” as used herein refers to the Statutory Chairman of the Board.

At the Annual General Meeting of April 13, 2015 of Holcim Ltd, the shareholders re-elected all nine members of the Board of Directors and reelected Prof. Dr. Wolfgang Reitzle as Chairman of the Board of Directors. Furthermore, the shareholders elected the four members of the Nomination & Compensation Committee.

The shareholders also elected the auditors and the independent proxy.

Ms. Anne Wade and Mr. Jürg Oleas retired from the Board of Directors of Holcim Ltd at the Extraordinary General Meeting of May 8, 2015 with effect from completion of the Exchange Offer in the context of the merger. Also with effect from completion of the exchange offer, Hanne Birgitte Breinbjerg Sørensen and Thomas Schmidheiny retired from the Nomination & Compensation Committee. The Board of Directors has expressed sincere gratitude for their services. Bruno Lafont, Bertrand Collomb, Philippe Dauman, Paul Desmarais, Jr., Oscar Fanjul, Gérard Lamarche, and Nassef Sawiris were elected, subject to the completion of the Exchange Offer, at the Extraordinary General Meeting of May 8, 2015.

New members of the Board of Directors are introduced in detail to the company’s areas of business. The Board of Directors meets as often as business requires, but at least four times a year. In 2015, four regular meetings and eighteen additional meetings were held. The Board of Directors held two regular meetings with all members present and two meetings with one member excused. As a rule, the members of the Executive Committee attended those parts of the regular meetings of the Board of Directors which dealt with operational issues of the Group. The average duration of each regular meeting was five hours.

Other major Swiss and foreign mandates of the Board of Directors outside the LafargeHolcim Group as at December 31, 2015

Board of Directors

Mandate

Position

*

Listed company

 

Note: For further information on other major Swiss and foreign mandates outside the LafargeHolcim Group please refer to the CVs.

Wolfgang Reitzle

Continental AG, Hannover (Germany)*

Chairman of the Board

 

Axel Springer SE, Berlin (Germany)*

Member of the Supervisory Board

 

Hawesko Holding AG, Hamburg (Germany)*

Member of the Supervisory Board

 

Medical Park AG, Amerang (Germany)

Chairman of the Supervisory Board

 

Ivoclar Vivodent AG, Schaan (Liechtenstein)

Member of the Board

 

Perella Weinberg Partners, New York (USA)

Advisory Partner

Beat Hess

Nestlé S.A., Vevey (Switzerland)*

Member of the Board, Member of the Chairman’s and Corporate Governance Committee, Chairman of the Compensation Committee

 

Sonova Holding AG, Stäfa (Switzerland)*

Vice Chairman of the Board, Member of the Nomination and Compensation Committee

Bruno Lafont

World Business Council of Sustainable Development

Member of the Executive Committee & Co-Chair of the Energy Efficiency in Buildings project

 

European Round Table of Industrialists

Chair of the Energy and Climate Change working group

 

MEDEF (French Business Confederation)

Chair of Sustainable Development Commission

 

AFEP (French Large Companies Association)

Member of the Board

 

EDF*

Member of the Board

 

ArcelorMittal*

Member of the Board

Bertrand Collomb

Académie des sciences morales et politiques, Paris (France)

Member

Philippe Dauman

Viacom Inc., New York City (USA)*

Member of the Board and Chief Executive Officer

 

National Amusements, Dedham, MA (USA)

Member of the Board

 

National Cable & Telecommunications Association, Washington, D.C. (USA)

Member of the Board

 

Lenox Hill Hospital, New York NY (USA)

Member of the Executive Committee

 

Paley Media Council, New York NY (USA)

Member

Paul Desmarais, Jr.

Power Corporation of Canada, Montréal (Canada)*,

Member of the Board

 

Great-West Lifeco Inc., Winnipeg (Canada)*

Member of the Board

 

IGM Financial Inc., Winnipeg (Canada)*

Member of the Board

 

Pargesa Holding SA, Geneva (Switzerland)

Member of the Board

 

Groupe Bruxelles Lambert, Brussels (Belgium)*

Member of the Board

 

Total SA, Paris (France)*

Member of the Board

 

SGS SA, Geneva (Switzerland)*

Member of the Board

Oscar Fanjul

Marsh & McLennan Companies, New York NY (USA)*

Member of the Board

 

Acerinox S.A., Madrid (Spain)*

Member of the Board

 

Ferrovial S.A., Madrid (Spain)*

Member of the Board

Alexander Gut

Adecco S.A., Chéserex (Switzerland)*

Member of the Board & Chairman of the Audit Committee

 

SIHAG Swiss Industrial Holding Ltd, Uetikon am See (Switzerland)

Member of the Board

 

Gut Corporate Finance AG, Zurich (Switzerland)

Managing Partner

Gérard Lamarche

Groupe Bruxelles Lambert, Brussels (Belgium)*

Managing Director

 

Legrand, Limoges (France)*

Member of the Board and of the Audit Committee

 

Total SA, Paris (France)*

Member of the Board, Chairman of the Remuneration Committee and Member of the Audit Committee

 

SGS SA, Geneva (Switzerland)*

Member of the Board and of the Audit Committee

Adrian Loader

Oracle Coalfields PLC, London* (United Kingdom)

Chairman of the Board

 

Alderon Iron Ore, Montreal (Canada)*

Member of the Board

 

Sherrit International Corporation, Toronto (Canada)*

Member of the Board

Nassef Sawiris

OCI N.V., Amsterdam (Netherlands)*

Executive Director and Chief Executive Officer

 

Orascom Construction Limited, Dubai (United Arab Emirates)*

Chairman of the Board

 

BESIX Group, Brussels (Belgium)

Member of the Board

 

OCI Partners LP, Delaware (USA)

Member of the Board

Thomas Schmidheiny

Schweizerische Cement-Industrie-Aktiengesellschaft, Rapperswil-Jona (Switzerland)

Chairman of the Board

 

Spectrum Value Management Ltd., Rapperswil-Jona (Switzerland)

Chairman of the Board

 

Abraaj Holdings, Dubai (United Arab Emirates)

Member of the Board

Hanne B. Sørensen

Damco International B.V., The Hague (Netherlands)

Chief Executive Officer

Dieter Spälti

Rieter Holding AG, Winterthur (Switzerland)*

Member of the Board

 

Schweizerische Cement-Industrie-Aktiengesellschaft, Rapperswil-Jona (Switzerland)

Member of the Board

 

Spectrum Value Management Ltd., Rapperswil-Jona (Switzerland)

Member of the Board

Elections and terms of office

In line with the Federal Council Ordinance against Excessive Compensation (OaEC), since the 2014 Annual General Meeting, the terms of office of all members of the Board of Directors is set at one year, expiring after completion of the following Annual General Meeting. In addition, the Chairman of the Board of Directors, all members of the Board of Directors, and all members of the Nomination, Compensation & Governance Committee are elected for a one-year term at the Annual General Meeting. The Chairman of the Board of Directors, the members of the Board of Directors and the members of the Nomination, Compensation & Governance Committee may be proposed for re-election by the Board of Directors upon motion by the Nomination, Compensation & Governance Committee. The Nomination, Compensation & Governance Committee bases its motion on a review of the overall performance of each candidate.

Expert committees

The following expert committees exist:

Finance & Audit Committee
(Replaced Audit Committee as of July 28, 2015)

Composition of the Finance & Audit Committee

Finance & Audit Committee

Position

1

Member as of July 28, 2015.

Alexander Gut

Chairman

Betrand Collomb

Member1

Beat Hess

Member

Gérard Lamarche

Member1

Dieter Spälti

Member

The Finance & Audit Committee assists and advises the Board of Directors in conducting its supervisory duties with respect to the internal control systems. It examines the reporting for the attention of the Board of Directors and evaluates the Group’s external and internal audit procedures, reviews the risk management systems of the Group, and assesses financing issues.

All members are independent according to the definition of the Swiss Code of Best Practice for Corporate Governance, in order to ensure the necessary degree of objectivity required for a Finance & Audit Committee.

In 2015, four regular meetings and four additional meetings of the Finance & Audit Committee were held. All regular meetings were held with all members of the committee present. All meetings were also attended by the auditors. At three meetings, the Head of Group Internal Audit and the Chief Legal & Compliance Officer were present for certain agenda topics. Furthermore, the CEO and the CFO attended the meetings of the Finance & Audit Committee as guests insofar as they were not themselves affected by the items on the agenda. The average duration of each regular meeting was 3.5 hours.

In 2015, the committee reviewed in particular the financial reporting of the Group, the releases of the quarterly results and the findings of the external auditors. The committee took note of the status of the ICS (internal control system), discussed the findings of the Group Internal Audit, dealt with compliance and internal directives, and evaluated financing issues. The committee also evaluated the performance of the external auditors and their fees. The Finance & Audit Committee’s Charter is available at: www.lafargeholcim.com/articles-association

Nomination, Compensation & Governance Committee
(Replaced Nomination & Compensation Committee as of July 10, 2015)

Composition of the Nomination, Compensation & Governance Committee

Nomination, Compensation & Governance Committee

Position

1

Chairman as of July 10, 2015.

2

Chairman until July 10, 2015.

3

Member as of July 10, 2015.

4

Member until July 10, 2015.

Paul Desmarais, Jr.

Chairman1

Adrian Loader

Chairman2

Oscar Fanjul

Member3

Wolfgang Reitzle

Member

Thomas Schmidheiny

Member4

The Nomination, Compensation & Governance Committee supports the Board of Directors in planning and preparing succession at the Board of Directors and senior management level. It monitors developments with regard to corporate governance and compensation for the Board of Directors and Executive Committee, and briefs the Board of Directors accordingly. The committee advises the Board of Directors on the compensation policy for the Board of Directors and for the Executive Committee and on the motion by the Board of Directors to the Annual General Meeting of shareholders for the total compensation of the Board of Directors and of the Executive Committee.

In 2015, the Nomination, Compensation & Governance Committee held three regular meetings and seven additional meetings. All of the regular meetings were attended by all members of the committee. The meetings were also attended by the CEO as a guest, insofar as he was not himself affected by the items on the agenda. The average duration of each meeting was 3.0 hours.

The charter of the Nomination, Compensation & Governance Committee may be found at: www.lafargeholcim.com. More details on the activities of the Nomination, Compensation & Governance Committee, in particular with regard to the process of determination of compensation, can be found in the remuneration report.

Strategy & Sustainable Development Committee
(Replaced Governance & Strategy Committee as of July 28, 2015)

Composition of the Strategy & Sustainable Development Committee

Strategy & Sustainable Development Committee

Position

1

Chairman as of July 28, 2015.

2

Chairman and member until July 28, 2015.

3

Member as of July 28, 2015

4

Member until July 28, 2015

Dieter Spälti

Chairman1

Wolfgang Reitzle

Chairman2

Oscar Fanjul

Member3

Beat Hess

Member

Gérard Lamarche

Member3

Nassef Sawiris

Member3

Anne Wade

Member4

The Strategy & Sustainable Development Committee supports the Board of Directors in all matters related to strategy and sustainable development. It monitors developments with regard to these matters and briefs the Board of Directors accordingly. The committee deals with any matters within the Board of Director’s authority, which are urgent and may arise between scheduled ordinary Board of Directors meetings, including the authorization to take preliminary action on behalf of the Board, followed by adequate information of the Board of Directors.

In 2015, the Strategy & Sustainable Development Committee held four regular meetings and six additional meetings. Three of the regular meetings were attended by all members of the committee and for one regular meeting two members were excused. The meetings were also attended by the CEO as a guest, insofar as he was not himself affected by the items on the agenda. The average duration of each regular meeting was 3.0 hours.

The charter of the Strategy & Sustainable Development Committee may be found at: www.lafargeholcim.com/articles-association

Areas of responsibility

The division of responsibilities between the Board of Directors, the CEO, and the Executive Committee is set out in detail in the company’s Organizational Rules. The Organizational Rules may be found at: www.lafargeholcim.com/articles-association.

Organizational Rules

The Organizational Rules entered into force on May 24, 2002, and according to the Organizational Rules shall be reviewed at least every two years and amended as required. They were last reviewed and amended in view of the merger in 2015.

The Organizational Rules are issued by the Board of Directors of LafargeHolcim Ltd in accordance with the terms of Art. 716b of the Swiss Code of Obligations and Art. 18 of the company’s Articles of Incorporation. They stipulate the organizational structure of the Board of Directors and the Executive Committee and govern the tasks and powers conferred on the company’s executive bodies. They regulate the convocation, execution, and number of meetings to be held by the Board of Directors and the Executive Committee as well as the tasks and competences of the company’s bodies. The Organizational Rules set out the tasks and responsibilities of the Chairman of the Board of Directors and the CEO. In the event that the Chairman of the Board of Directors is not independent, the Organizational Rules provide for the election of an Independent Lead Director.

The Board of Directors also has the power to establish expert committees and, if required, ad-hoc committees for special tasks. The Board of Directors can delegate special tasks or tasks related to specific functions to a Vice-Chairman on a temporary or permanent basis.

As part of its non-transferable statutory responsibilities, the Board of Directors defines the corporate strategy, approves the consolidated Group mid-term plan, including the budget, and the Annual Report for submission to the Annual General Meeting.

The CEO is responsible for operational management, preparing a large part of the business of the Board of Directors – including corporate strategy proposals – and executing the latter’s resolutions. The CEO issues directives and recommendations with Group-wide significance in his own authority and is also responsible for electing and dismissing Area Managers, Function Heads and CEOs of Group companies, as well as for the nomination of the members of the Board of Directors and supervisory bodies of the Group companies.

Within the framework of mid-term plan approval, the Board of Directors defines limits for investments and financing. Within these limits, the Executive Committee decides on financing transactions and on one-off investments and divestments for amounts up to CHF 400 million. Amounts exceeding this are subject to approval by the Board of Directors. The Board of Directors is regularly informed about important transactions under the authority of the Executive Committee.

The members of the Executive Committee may delegate their tasks in relation to their geographical areas of responsibility to Area Managers.

The Board of Directors determines the CEO’s objectives upon motion by the Chairman of the Board and the Executive Committee members’ Group objectives upon motion by the Nomination, Compensation & Governance Committee, both after advice and assessment with the CEO.

The CEO assesses the performance of the members of the Executive Committee and, after advice and assessment by the Nomination, Compensation & Governance Committee, determines their respective individual objectives.

The Executive Committee oversees risk management following appraisal by the Finance & Audit Committee. The Board of Directors is informed annually about the risk situation.

In case of a direct conflict of interest, the Organizational Rules require each member of the corporate body concerned to stand aside voluntarily prior to any discussion of the matter in question. Members of the corporate bodies are required to treat all information and documentation which they may obtain or view in the context of their activities in these bodies as confidential and not to make such information available to third parties.

All individuals vested with the powers to represent the company have only joint signatory power at two.

Information and control instruments of the Board of Directors

The Board of Directors determines the manner in which it is to be informed about the course of business. Any member of the Board of Directors may demand information on all issues relating to the Group and the company. All members of the Board of Directors may request information from the CEO after information of the Chairman of the Board of Directors. At meetings of the Board of Directors, any attending member of the Executive Committee has a duty to provide information. All members of the Board of Directors have a right to inspect books and files to the extent necessary for the performance of their tasks.

1. Financial reporting

The Board of Directors is informed on a monthly basis about the current course of business, adopts the quarterly reports, and releases them for publication. The Board of Directors discusses the Annual Report, takes note of the auditors’ reports, and submits the Annual Report to the Annual General Meeting for approval.

With regard to Group strategy development, a strategy plan, a mid-term plan covering three years and including the budget are submitted to the Board of Directors.

2. Risk Management

LafargeHolcim benefits from many years of experience with risk management. The risk assessment process 2015 covers the majority of consolidated Countries and their relevant business segments.

Group risk management (GRM) analyzes the Group’s overall risk exposure and supports the strategic decision-making process. The full risk spectrum, from market, operations, finance and legal, to external risk factors of the business environment, is reviewed, including compliance and reputational risks. The risk assessment is not limited to a hazard analysis, but also identifies possible opportunities.

The Group’s risk profile is established by strategic, operational and functional risk assessments which are combined into a 360° risk analysis. GRM involves the Board of Directors, the Executive Committee, corporate Function Heads and the Countries in the risk assessment.

The risk assessment process consists of several steps. First, risks are assessed and prioritized according to significance and likelihood. Top risks are analyzed more deeply regarding their causes, and risk treatment is defined. The consolidated Group risk profile is established and the Group risk initiatives are set up and monitored on their progress during the year. Information gathered in the process is stored in a protected, centralized database.

Responsibilities concerning risks are clearly defined at Country and corporate level. The underlying principle is that risk management is a line management responsibility with GRM forming part of the second line of defense and Internal Audit forming the third line of defense.

3. Internal Audit

Internal Audit assures the existence and pertinence of process controls and the integrity of information. Internal Audit reports to the CEO with an additional reporting line to the Chairman of the Finance & Audit Committee and periodically informs the Finance & Audit Committee. The members of the Board of Directors have access to Internal Audit at all times. Each year, the Finance & Audit Committee defines the audit focal areas to be addressed by Internal Audit, and the Head of Internal Audit periodically updates the Finance & Audit Committee on the activities of Internal Audit.