Board of Directors

The Board of Directors has ultimate responsibility for supervising the Group’s top-level operational management personnel. The Board sets the Group’s strategic goals and the guidelines for organizational structure and financial planning.

As prescribed by the Articles of Association, the Board of Directors of Comet Holding AG consists of a minimum of five members. The composition of the Board of Directors is designed to ensure effectiveness. Key qualities sought in the recruitment of Board members are independent thinking and willingness to work in a team focusing exclusively on the interests of the Company and its principal stakeholders. The Board of Directors nominates non-executive and independent members within the meaning of the Swiss Code of Best Practice for Corporate Governance to be elected by the Annual Shareholder Meeting as members of the Nomination & Compensation Committee.

On December 31, 2024, the Board of Directors of Comet Holding AG had the following seven members:

Secretary of the Board (since 2023) and non-member of the Board: Marc Splisgardt, Group General Counsel

The information below outlines the education, significant professional experience and current position of each Board member. Where a place name is not followed by a country or state, the country is Switzerland.

No Board member is or was a member of the operational management of Comet Holding AG or any of its subsidiaries over the last three fiscal years.

No member of the Board of Directors has any material business relationship with Comet Holding AG or any of its subsidiaries. In the event of a potential or impending conflict of interest, the Board member concerned is required to inform the Chair of the Board of Directors immediately.

Article 23 of the Articles of Association, which are compliant with article 734e of the Swiss Code of Obligations, specifies the allowable number of other, external positions that members of the Board of Directors may hold on top management or supervisory bodies, as follows:

In fiscal year 2024, no member of the Board of Directors exceeded any limits for additional positions held. At December 31, 2024, the members of the Board of Directors had the following additional positions on top management or supervisory bodies of significant Swiss and foreign private sector and public sector companies, institutions and foundations:

Board member, Chair of the Nomination and Governance Committee and member of the Audit Committee, SIG Combibloc Group AG, Neuhausen am Rheinfall; Board member and member of the Audit Committee, Komax Holding AG, Dierikon; Board member, MEXAB AG, Lucerne; Board member, The Schörling Foundation, Lucerne; Board member, Law & Economics Foundation, St. Gallen; Board member, Irene M. Staehelin Foundation, Zurich; Board member, Orpheum, Stiftung zur Förderung junger Solisten (a foundation), Zurich

Chairman of R&S Group Holding AG, Sissach; Board member, Variosystems AG, Steinach; owner, Kundert Consulting Establishment, Schaan, Liechtenstein

Supervisory Board member, ALH Group, Oberursel, Germany; Advisory Board member, Artificial Intelligence Center Hamburg (ARIC), Hamburg, Germany; Executive Board member, Fraunhofer Alumni e.V., Germany

Board member, JEP Holdings Ltd, Singapore; Board member, Key Point (Singapore) Pte Ltd, Singapore; Board member, Amethyst Micrometric (Singapore) Pte Ltd, Singapore; Board member, Ying World Investments (Singapore) Pte Ltd

International Board of Directors, SEMI Inc., Milpitas, CA, USA

The Board members are elected by the Annual Shareholder Meeting for a term of one year. They are individually elected when standing for election or re-election. The Annual Shareholder Meeting also elects one member of the Board of Directors as the Board Chair and elects the members of the Nomination & Compensation Committee.

The term of office ends at the conclusion of the next Annual Shareholder Meeting. Re-election for consecutive terms is permitted. If elections are held during a term to replace or add Board members, the newly elected members serve for the remainder of the current term.

The Articles of Association are in accordance with the legal requirements of the Swiss Code of Obligations (Federal Act on the Amendment of the Swiss Civil Code).

Except for the election of the Board Chair and the members of the Nomination & Compensation Committee by the Annual Shareholder Meeting, the Board of Directors constitutes itself at its first meeting after its election or re-election by the Annual Shareholder Meeting. The Board appoints its Vice Chair, the members of the other Board committees and the Board Secretary. The Secretary need not be a member of the Board.

The Chair of the Board of Directors has the following duties and powers:

The Vice Chair of the Board assumes the powers and duties of the Chair in his or her absence. The chairs of the Board committees lead their respective committees and report to the Board of Directors.

The Board meets at the invitation of the meeting’s chair as often as business requires, or when requested by a Board member in writing for a stated purpose. The Board has a quorum when the majority of members are present. The Board passes its resolutions and performs its elections by an absolute majority of votes cast. In the event of an equality of votes, the chair of the meeting has the casting vote.

Resolutions on a motion may alternatively be reached in writing if no Board member objects to this method. Minutes must be kept of the deliberations and resolutions and be signed by the meeting’s chair and the Board Secretary. The minutes are submitted to the Board for approval at its next meeting.

A total of nine regular meetings of the full Board were held in the year, as well as several teleconferences. In addition, several meetings of the Board committees were held. An overview of the meetings of the Board of Directors and the members in attendance is shown below.

The Board of Directors is regularly kept informed of the course of business by the CEO and CFO at its meetings, and also on an ad hoc basis as needed. Other members of the Executive Committee, other management staff and specialists of the Group regularly attend Board meetings to report on particular projects in their area of responsibility. In addition, external advisors are consulted as required to deal with specific matters. The Board receives monthly written financial reports on the current business performance.

In fiscal year 2024 the Board committees had the following members:

The Annual Shareholder Meeting elects the members of the Nomination & Compensation Committee. The members of the other committees are elected by the Board from among the Board members for a term of one year. Every committee normally consists of at least two members of the Board and meets at least twice per year, or as often as business requires.

The committees’ principal function is to prepare decision support for the full Board in special subject areas. At the regular meetings or as required, the full Board is kept informed of the activities of the individual committees. Reports to the full Board are made orally or in writing as required. The overall responsibility for the tasks assigned to the committees remains with the full Board, which decides as a body on all proposals.

The Nomination & Compensation Committee (NCC) is made up of three members of the Board, who are elected to the Committee yearly by the Annual Shareholder Meeting. The term of office is one year. Re-election for consecutive terms is permitted. The NCC prepares all agenda items related to the nomination and compensation of Board members and Executive Committee members. The NCC itself does not make decisions, but prepares proposals for the approval of the full Board of Directors. The Committee has the following responsibilities in particular (additional responsibilities may be assigned to it as required): 

In fiscal year 2024, the NCC handled the following compensation- and nomination-related tasks on behalf of the Board of Directors:

In the year under review, the Committee held two meetings, all of which were attended by all NCC members, as well as by the Global Head of HR. In an advisory role, the Chair of the Board and the CEO also attended. The Committee may invite other Board members, Executive Committee members and specialists to its meetings as required. However, the members of the Executive Committee do not attend the compensation-related Board meetings and do not have a say in their compensation. The NCC chair briefs the Board of Directors on the activities at the next Board meeting and submits the necessary proposals and recommendations. Minutes of the NCC meetings are taken and signed by the chair of the NCC and its secretary.

The Audit Committee supports the full Board in exercising oversight of accounting and financial reporting and in monitoring compliance with legal requirements. The Committee has the following responsibilities in particular:

During the fiscal year, four meetings were held by the Audit Committee. They were attended by the external auditors, internal auditors, the CEO and the CFO. In an advisory role, the Chair of the Board also attended. The Committee may invite other Board members, Executive Committee members and specialists to its meetings as required. At each Board meeting, the Audit Committee reports on its activities to the Board of Directors and submits the necessary proposals and recommendations to the Board.

The Technology Committee provides support to the full Board in matters of technology. The Committee has the following responsibilities in particular:

The Committee meets as often as business requires. In fiscal year 2024, it held two meetings. During the year the appraisal of technology sector developments, as well as the development measures taken by the Group, were regularly discussed with the division presidents in the course of the Committee meetings and the Board’s scheduled meetings.

The Board of Directors is responsible for the overall direction and management of the Group and for the supervision of its most senior operational management. The non-delegable and inalienable duties of the Board of Directors are established by article 716a of the Swiss Code of Obligations. The Board’s specific responsibilities and scope of authority are set out in the Company’s Organizational Regulations and include the following areas among others:

The Board of Directors has delegated all operational management of the Group to the CEO and the Executive Committee, except as otherwise required by law, the Company’s Articles of Association and the Organizational Regulations. The CEO and Executive Committee have the necessary powers to execute the business strategy within the parameters set by the Board of Directors. In particular, the CEO has the authority to:

The Chair of the Board may attend the meetings of the Executive Committee and receives the minutes of all its meetings. The Board of Directors also receives regular reports on the course of business from the Executive Committee at Board meetings. In the case of extraordinary events, the Executive Committee informs the Board immediately. The CEO and CFO attend all regular meetings of the Board. At least one to two times per year, in the context of Board meetings, the other members of the Executive Committee also report to the Board on their business area.

The monthly financial reporting by the Executive Committee on the current course of business and important transactions gives the full Board of Directors the information needed to properly discharge its responsibilities. The standardized internal reporting of the Group consists of the IFRS-based consolidated balance sheet, statement of income and cash flow statement, as well as detailed management reporting. Complementing the monthly consolidated financial statements and a comprehensive range of financial ratios, the management reporting presents and comments upon additional information such as new orders and order backlog, staffing levels and accounts past due, provided in table and chart form. This data is presented both by division and on a consolidated basis for the Group and is compared to the prior year and the rolling forecast. The resulting insights and actions are discussed monthly by the Executive Committee. All monthly financial statements are submitted to the Board of Directors, which discusses them at its meetings. As a longer-term control tool, a rolling multi-year plan is prepared annually for the subsequent three years. In addition, every quarter, management generates a rolling forecast for the following five quarters. These forward-looking control tools, which are accompanied by detailed commentary and documented with charts, enable the Board to continually evaluate the financial effectiveness of the adopted business strategy and then to take action if and as required.

The Comet Group operates an Internal Audit function. The function provides objective and independent assurance to the Board of Directors and the Executive Committee regarding the key risks of the organization, the design and effectiveness of processes and controls as well as the overall corporate governance of the company.

The Internal Audit Charter defines the purpose, authority, responsibilities, and scope of the Internal Audit function. It has been formally approved by the Board’s Audit Committee. The Charter also specifies the reporting structure, with the Internal Audit function reporting functionally to the Audit Committee and administratively to the Group CEO.

Each year, the Internal Audit function submits a proposed audit plan to the Audit Committee. This plan is based on a thorough assessment of the organization’s key risks, changes to the strategy, key processes or set-up of the organization, as well as the findings from previous audit reports. The Audit Committee reviews and approves the plan, which is then carried out by the Internal Audit function. Any changes to the plan during the year require prior approval from the Audit Committee. On behalf of the Board, the Audit Committee may direct the Internal Audit function to review or assess specific topics as needed and report the results to the Audit Committee and/or the Board.

The Internal Audit function follows a regular reporting schedule, attends all sessions of the Board’s Audit Committee, and participates in the regular Executive Committee meetings. It maintains a clear and coordinated alignment with the external auditors.

For each completed audit mission, the Internal Audit function issues a report containing observations and recommendations. The content of the report is discussed and agreed with the auditees and then shared with key personnel at the divisional or functional level. Finally, it is presented to the Executive Committee before being formally submitted to the Audit Committee.

Comet previously outsourced its Internal Audit function to an external service provider. In February 2024, the Audit Committee appointed an in-house Group Head of Audit, Risk, and Compliance. This role is responsible for overseeing the Internal Audit function, managing the enterprise risk management (ERM) process across the Comet Group, developing and maintaining a Group-level compliance management system (CMS), and operating Comet’s global integrity hotline.

In 2024, Comet’s Internal Audit function conducted eight audits, focusing on corporate governance, compliance with internal and external regulations, risk management, and the design and effectiveness of internal control frameworks.

The Comet Group has a risk management framework that involves an annual review of the company’s corporate strategy by the Board of Directors, as well as an evaluation of insurance coverage, general business risks, and key balance sheet items by the Executive Committee.

The methodology and approach to Comet’s risk management framework, along with the organization’s general risk appetite, are outlined in a policy approved by the Board’s Audit Committee. Significant risks in individual business areas and departments are identified and assessed in quarterly working group sessions. These risks are described, categorized in a risk matrix, and formally assigned to a risk owner.

Risk assessments are conducted from both a gross and net perspective, i.e., before and after accounting for countermeasures. This process uses as metrics the probability of occurrence and potential severity of loss, either qualitatively, quantitatively, or in terms of potential absolute financial risk.

For the risks classified as important, action plans are formulated to minimize the probability and/or potential severity of loss. The Group’s Executive Committee regularly reviews the effectiveness of the actions taken and decides on a potential updating of the risk portfolio. Newly identified risks are added to the portfolio and action plans are formulated to manage them. Through separate reports, the Audit Committee is kept advised of the current assessment of the Group’s risks at least twice a year.

Comet operates a system of internal control (the “internal control system”) to provide reliable internal and external financial reporting and to prevent false information and errors in business transactions. The internal control system provides the necessary processes and controls to ensure that risks relating to the quality of the company’s financial reporting can be detected and managed in a timely manner. A review of the existence of the processes and controls of the implemented internal control systems is carried out annually by the external auditors.

In the fiscal year, where required, Comet further expanded, trained or documented the existing internal control system. The internal control system is in use at all levels of the enterprise and in all significant locations. The significant risks and controls are in accordance with the objectives and quality requirements established by the Board of Directors. The controls are integrated in the respective processes and are periodically tested for effectiveness, logical sense and efficiency. The introduction of a uniform, systematic process for risk detection and assessment has enhanced the reliability and completeness of bookkeeping and the timeliness and dependability of financial reporting.