Corporate Governance
- INFORMATION -

Legislation and Corporate Governance

The corporate governance of TIB-TEC is based on the CO, the Swiss law on accounting and financial reporting, the Listing Rules of BX Swiss, FinSA, FINSO, and other relevant laws and regulations such as the Swiss Code of Best Practice for Corporate Governance.

Swiss Code of Best Practice for Corporate Governance

TIB-TEC’s ambition is to comply with the requirements of the Swiss Code of Best Practice for Corporate Governance as far as this is possible and practical for a small and young Company.

Since it was introduced in 2002, the Swiss Code of Best Practice for Corporate Governance has strongly influenced the development of corporate governance in Switzerland and has proven to be an effective instrument of self-regulation. It emphasizes, in particular, the concept of sustainable corporate success as the lodestar of sensible “corporate social responsibility”. It also prescribes specific modifications to the composition of the board of directors (including representation of women) and to risk management (incl. compliance). The Swiss Code of Best Practice provides companies with recommendations on designing their corporate governance and information that go beyond what is stipulated by law. It also ensures that companies retain their organizational flexibility. This has proven to be an essential locational advantage of Switzerland. Each company should retain the option of putting its own ideas on structuring and organization into practice. However, if their corporate governance practices deviate from the recommendations of the Swiss Code of Best Practice, they now have to provide a suitable explanation (principle of “comply or explain”).

Corporate Structure

Jörg Klar
(Chairman of the Board)

Florus Mouthaan
(Vice-Chairman of the Board)

Hans van den Berg
(Board Member)

Mark J. Rosman
(Board Member)

Gerard Reumer
(Board Member)

TIB-TEC AG
CH
TI-HOLDING B.V.
NL

Board of Directors and Senior Management

TIB-TEC is managed by a board of directors and the senior management.

Board of Directors

According to the Articles of Association, the board of directors (Verwaltungsrat) (the “Board of Directors” or the “Board”) shall have a minimum of three and a maximum of five members, including the chairperson of the Board (the “Chairperson”).

As of the date of this Prospectus, the Board consists of four members (including the Chairperson) named below in section “Members of the Board” of this Prospectus).


Election and term of office

By virtue of Swiss law, all members of the Board, including the Chairperson and each member of the nomination and compensation committee, have to be elected, and may only be removed from the Board and their respective functions, by a shareholders’ resolution. All elections are made individually and for a one year term of office. In this context, a year means the time period between one annual ordinary shareholders’ meeting (ordentliche Generalversammlung) and the next annual ordinary shareholders’ meeting, or if a member is elected at an extraordinary shareholders’ meeting (ausserordentliche Generalversammlung), between such extraordinary shareholders’ meeting and the next annual ordinary shareholders’ meeting. Re-election is possible. If the office of the Chairperson is vacant, the Board shall for the time period until the conclusion of the next annual ordinary shareholders’ meeting appoint a substitute who must be a member of the Board.

Except for the election of the Chairperson and the members of the nomination and compensation committee by the shareholders’ meeting, the Board organizes itself and will determine the chairpersonship and membership of its committees. The Board of Directors also appoints the secretary who does not need to be a member of the Board of Directors.

Power and Duties

The Board of Directors is ultimately responsible for the supervision and control of the management of the Company, including the establishment of the general strategies, as well as other matters which, by law, are under its responsibility. The Board of Directors has the duty to select carefully, instruct property and supervise all members of the management (including the chief executive officer (the “CEO”)). The Board represents the Company towards third parties and manages all matters that have not been delegated to another body of the Company by law, the Articles of Association, the organizational by-laws or by other regulations.

In accordance with article 26 of the Articles of Association, the Board of Directors may, pursuant to the Company’s organizational by-laws (the “Organizational By-Laws”), entrust the management and the representation (Geschäftsführung) of the Company (the “Senior Management”) wholly or in part to committees, one or several persons, members of the board of directors or third parties (such as to the Senior Management). The purpose of the Organizational By-Laws is to determine the executive bodies of the Company and the Group, define their responsibilities and competences regarding the management of the Company and the Group, and regulate the functioning and cooperation of the various bodies in the Group management. Thereby, the Organizational By-Laws shall ensure that the Group’s business is guided, directed and managed according to clear principles.

The Board of Directors’ non-transferable and inalienable duties, as set out in the CO and article 27 of the Articles of Association, include: (i) to ultimately manage the Company and issue the necessary directives; (ii) to determine the organization of the Company; (iii) to structure the accounting system, the financial control and the financial planning; (iv) to appoint and remove the persons entrusted with the management and the representation of the Company and to regulate signing authorities; (v) to ultimately supervise persons entrusted with the management, in particular with respect to compliance with the law, the Articles of Association and the Organizational By-Laws and directives; (vi) preparation of the compensation report; (vii) to prepare the business report as well as the shareholder’s meeting and to implement the resolutions adopted by the shareholders’ meeting; (viii) to file an application for a composition moratorium and to notify the court in the event of over-indebtedness; (ix) to adopt resolutions regarding the subsequent payment of capital with respect to non-fully-paid in shares; (x) to confirm increases and decreases in share capital and amend the articles of association accordingly and (xi) to examine the statutory requirements of the auditor.

In addition, the Organizational By-Laws provide that the Board of Directors is: (i) to determine the overall business strategy and mission statement, taking into account the information, proposals and alternatives presented by the CEO; (ii) to review and approve annually the budgets and business plans for the Company proposed by the CEO on behalf of the management; (iii) setting of the financial objectives and approving, via the budget and financial planning process, the necessary means to achieve these objectives, (iv) the powers and duties of the Board of Directors pursuant to the Merger Act, such as the approval of merger, demerger and transfer agreements, of demerger and transformation plans and of any required board reports in this connection; (v) the powers and duties of the Board of Directors pursuant to Swiss Takeovers Regulation, in particular the preparation of board report in response to a public takeover offer; (vi) maintaining the share ledger pursuant to separate regulations enacted by the Board of Directors and ensuring that such ledgers may be accessed in Switzerland at any time and that at least one person domiciled in Switzerland who is an authorized signatory of the Company has access to such registers; (vii) the approval of the annual investment and operating budgets of the Company; (viii) the adoption of or amendments to the compensation and benefits strategy of the Company and the basic elements of the compensation system for the members of the Board of Directors and of the Senior Management, taking into account the respective recommendations of the Nomination and Compensation Committee (ix) the adoption of or amendments to any participation or incentive plans for the members of the Board of Directors, the Senior Management and/or other employees; (x) subject to the rights of the shareholders’ meeting and applicable law, the approval of the compensation of each member of the Board of Directors and member of the Senior Management, taking into account the respective recommendations of the NCC and (xi) establishing the Company’s dividend policy and the approval of share buyback programs of the Company.

According to the Articles of Association and the Organizational By-Laws, the Board of Directors meets at the invitation of the Chairperson as often as business requires, but as a general rule, at least four times per year and whenever a member of the Board of Directors, indicating the reasons, requests a meeting.

In order to pass resolutions, not less than a majority of the members of the Board of Directors must be participating in the meeting, unless otherwise provided by the Articles of Association and the Organizational By-Laws. Once a quorum is met, the Board of Directors can pass resolutions with the simple majority of the votes cast, unless the law requires otherwise. In case of a tie of votes, the Chairperson shall have no casting vote. Board resolutions may also be validly adopted by circular in writing or by electronic means, provided that no member of the Board of Directors within five working days after distribution date of the proposal for a circular resolution, requests by telephone, mail, e-mail or fax that a meeting be held to discuss the proposed resolutions.

In accordance with and subject to Swiss law, the Articles of Association and the Organizational By-Laws, the Board of Directors has formed a nomination and compensation committee (the “Nomination and Compensation Committee”). For further information, see “Nomination and Compensation Committee of the Board of Directors

Further, in accordance with and subject to Swiss law, the Articles of Association and the Organizational By-Laws, the Board of Directors has delegated the day-to-day and operational activities of the to the Senior Management under the leadership of the CEO pursuant to the Organizational By-Laws.

Members of the Board

TIB-TEC’s Board of Directors consists of the following four persons (including Chairperson). The table below outlines the name, nationality, position, year of appointment and term expiration of the members of the Board as of the date of this Prospectus.

NameNationalityPositionInitially appointedTerm expires
Jörg KlarSwissChairman of the Board2021 
Florus MouthaanDutchVice Chairman2022 
Hans van den BergDutchNon-Executive member, acting CTO2021 
Mark J. RosmanDutchMember of the board2024 
Gerard ReumerDutchMember of the board2024 

Other than disclosed under section “Related Party Transactions” of this Prospectus, none of the members of the Board have any significant business connection with the Company nor with any members of the Group.

The following provides for a brief description of each board member’s business experience, education, and activities:

Senior Management

To the extent permitted by the CO, the Articles of Association and the Organizational By-Laws, the Board of Directors of the Company may delegate the daily management of the Company to the Senior Management (Geschäftsführung).

The Senior Management is responsible for the management of the Company in accordance with instructions received from the Board of Directors. It performs all management duties, which have not, by law or according to the Articles of Association or the Organizational By-Laws been reserved for the Board of Directors. The Senior Management decides within its own discretion on the matters assigned to it, as long as the Board of Directors has not reserved itself the right of decision or approval. The Senior Management may delegate certain tasks required to fulfil its duties to the Chairman of the Board of Directors or the chief executive officer, provided that the Board of Directors has not issued any instructions to the contrary. The members of the Senior Management are appointed by the Board of Directors in consultation with the CEO (except in the case of the appointment or removal of the CEO).

The Senior Management currently consists of three members: the CEO, the Chief Financial Officer (the “CFO”) and the Chief Technology Officer (the “CTO”).

Members of the Senior Management

As of [November] 2022, TIB-TEC has engaged Mr. Kai Niedermeyer as the Company’s CEO  and Head of Investor Relations with primary responsibilities to develop and implement the overall company strategy, manage the future relationship with subcontractors and future Global Licensees/collaboration partners, promotion of the TIB-TEC brand in all application areas of the Group’s Technology, and secure long-term funding.  Mr. Marco Fantelli is the Company’s (interim) CFO with primary responsibilities to manage the Company’s functions for finance and administration, make sure that TIB-TEC at all times complies with the requirements of the authorities and the Swiss stock exchange BX Swiss. Mr. Thorsten Runge has been appointed as the designated CFO. Mr. Hans van den Berg, member of the board, currently acts as interim CTO with the responsibility for the further development of the Group’s Technology.

TIB-TEC’s Senior Management consists of the following persons:

NameNationalityPositionInitially appointed
Kai NiedermeyerGermanCEO (acting)2022
Marco FantelliSwissCFO2021
Hans van den BergDutchCTO (acting)2022

The following provides for a brief description of each Senior Management member’s business experience, education, and activities:

Securities and Option Rights Held by the Board of Directors and Senior Management

The following tables show the number of securities and option rights held by the individual members of the Company’s Board and the Senior Management as of the date of this Prospectus:

Name

Nr. of Shares TIB-TEC AG

Nr. of Participation Certificates

Nr. of Options

% of Voting Rights

Jörg Klar

750’000

 

0

[…]%

Florus Mouthaan

5’540’850

 

0

[…]%

Mark J. Rosman399’375 

0

[…]%

Hans van den Berg

750’000

 

0

[…]%

 

7’440’225

 

0

[…]%

Illustration 8 – The Board of Directors Holdings of Shares, Participation Certificates and Options

NameNr. of Shares TIB-TEC AGNr. of Participation CertificatesNr. of Options% of Voting Rights
Marco Fantelli    
Kai Niedermeyer*    

Illustration 9 – The Senior Management’s Holdings of Shares, Participation Certificates and Options

* No allocation has yet been made, proposal intended to follow within 2023.

The total number of Shares held by the members of the Board and the Senior Management as of the date of this Prospectus amounts to 7,440,225 options, altogether corresponding to 13.068 percent of the total voting rights in the Company. For sales restrictions, please see section “Lock-up Agreement” on page [60] of this Prospectus.