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.
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”).
TIB-TEC is managed by a board of directors and the senior management.
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.
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.
Name | Nationality | Position | Initially appointed | Term expires |
Jörg Klar | Swiss | Chairman of the Board | 2021 | 2023 |
Florus Mouthaan Mark C. Thomas | Dutch British | Vice Chairman Non-Executive member | 2022 2021 | 2023 2023 |
Hans van den Berg | Dutch | Non-Executive member, acting CTO | 2021 | 2023 |
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:
Mr. Jörg Klar, age 56, is an experienced leadership personality with more than 26 years track record in building and successfully leading teams of various sizes (4-130 employees) and capacities in the banking environment, including different CEO (four CEO positions) and Board member responsibilities (five Board memberships). Mr. Klar started his career with UBS in Zurich and took over different challenging responsibilities (5-50 employees) in developing the banks franchise in the wealth management sector. After more than 12 years with UBS he was appointed by LGT Group to develop the newly built wealth management department for Central and Eastern Europe (60 employees). Having successfully built and developed structure and strategy for LGT Group, he was offered to build a fully licensed new bank for LLB Group in Vienna, today the largest private bank in Austria (240 employees). His appointment to become a CEO for LLB Switzerland (130 employees) in 2009 until 2013 was his last banking assignment, before he retired and started with different other activities like developing a real estate company in Switzerland and building an asset management company in Liechtenstein, that he is still heading as a CEO and board member. Mr. Klar is known as an excellent communicator and team player who motivates and supports others to become strong performers and to go the extra mile. He is a self-starter, motivated by a clear vision and a performance-oriented management culture.
Function and activities in the Company: | Chairman of the board of directors since 6 July 2021 |
Principal activities outside the Company: | Chief Executive Officer FAO Asset AG and member of the management Percasa AG |
Business address: | Nordstrasse 8, 8800 Thalwil, Switzerland |
Age: | 56 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | FAO Asset AG klar.ag Percasa 44 GmbH |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | UP.ae |
Shareholding in TIB-TEC*: | 750’000 |
Holding of Participation Certificates: | – |
*For further information, please see Illustration 8 “ Securities and Option Rights Held by the Board of Directors and Senior Management”.
Mr. Florus Mouthaan, age 75, is a business economist and certified public accountant and is experienced in financial restructurings and capital market transactions. He has served on boards of public companies in the Netherlands, Germany, and the United States. Mr. Mouthaan also is an Honorary Member of the Senate of the State of Texas as part of his former private equity activities in the USA. After studying business economics and accountancy (CPA) in Rotterdam (NL), Mr. Mouthaan pursued a career at the Banque Paribas in Amsterdam and Paris until 1978. In 1979 Mr. Mouthaan became managing partner at Deloitte & Touche and a member of the international executive committee New York. During 1989 – 1995 he was a member of the international asset management group Noro, Zeist (NL) Supervisory Board. NORO was a privately held Investment group in private-equity in the Benelux and USA, with over 2 billion Euros assets under management. In 1996 he founded Greenfield Capital Partners N.V. Investment Group, where he acted as managing partner. After five successful years, Greenfield was sold to an international investment bank. During 2000 – 2003 Mr. Mouthaan served as member and chairman of the management board of Gold-Zack AG, Frankfurt, Germany. Also, in 2003 he founded Transmatch Group, where he today hold the position of Managing Partner. Transmatch is active in corporate finance, real estate, and investment banking and has offices in Woerden, Rotterdam, London and Zürich. As a result of his business, Mr. Mouthaan has lived in Paris, Austin, Atlanta, and New York and now lives in Woerden, Netherlands. He served on many boards of companies both in the USA and Europe and still holds positions as a board member or advisory member in companies and other organisations.
Function and activities in the Company:
| Vice Chairman of the board of directors, acting CEO and member of the Senior Management since 31 March 2022 |
Principal activities outside the Company: | Chairman of Transmatch Group |
Business address: | Johan de Wittlaan 11A, 3445 AG Woerden, Netherlands |
Age: | 76 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | Managing Partner TI-Holdings B.V. Chairman of the Board Transmatch Group Managing Partner Green Solar Solution B.V. Chairman of the Board New Energy Advisors B.V. Managing Partner Groet Houdstermaatschappij B.V., and affiliated companies to Groet Houdstermaatschappij B.V. |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | – |
Shareholding in TIB-TEC*: | 5’540’850 |
Holding of Participation Certificates: | 7’387’500 |
*For further information, please see Illustration 8 “ Securities and Option Rights Held by the Board of Directors and Senior Management”.
Mr. Mark Thomas, aged 57 is an experienced entrepreneur and property professional based in Monaco. He holds 2 Bachelors degrees (Politics and Economics) and a Masters in Land Economics from Cambridge University and after graduating worked with Richard Ellis International Property Consultants for 6 years in Mayfair, London. A former World Cup international rugby player for Wales and World Championship bobsledder for Monaco he took his leadership and communication skills into his business life in private equity aiding several private family offices raising substantial private equity for a variety of projects including shipping, marine salvage, mining, disruptive technologies, green tech, media and property. During this time he was Vice Chairman of the Sovereign Trust based in Brunei working with the family office for several years of Prince Abdul Ali YIl Kabir. His main priority is now the property market in Monaco through being Head of International Clients at Balkin Estates representing Knight Frank in Monaco and his 1297 property investment and development company. An extremely competitive individual with a unique life experience and with extensive business experience he brings a creative and objective analysis to the businesses he is involved with.
Function and activities in the Company: | Member of the board of directors since 25 October 2021 |
Principal activities outside the Company: | Director/Co-Founder 1297 Property Ltd. and Head of International Clients Balkin Estates |
Business address: | Balkin Estates 17 Boulevard Alber 1ere Monaco 980000 |
Age: | 57 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | 1297 Property Ltd. |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Shareholding in TIB-TEC*: | 187’500 |
Holding of Participation Certificates: | 500’000 |
*For further information, please see Illustration 8 “Securities and Option Rights Held by the Board of Directors and Senior Management”.
Mr. Hans van den Berg, Dutch, age 77, is an entrepreneur with extensive management experience. He started his career as an electrical engineer with ABB in Germany in the energy sector, managing power infrastructure projects in various Asian countries. In 1979 he was one of the first foreign business managers stationed in the People’s Republic of China (“P.R. China”) and relocated to Beijing as the company’s first country manager in the P.R. China with the task to explore and develop the opportunities for the Company in that early market. In the following years, after having moved to Hong Kong, he established a network of sales offices in the major cities, thus establishing the basis for the company’s strong business expansion in China during the following years. After further years in various roles as manager of local companies (South Korea) and as member of a global product management team (40 profit centers, USD 800 million, Zurich), after 20 years he joined a major Swiss family office as the director responsible for a substantial private equity portfoliowith investments focused on renewable energy solutions, a unique feature at the time. His move from industry to private equity allowed him to approach equity investments from a background of business reality, and as board member, being able to motivate and coach entrepreneurs towards success. In 1997 he established with Swiss colleagues one of the early Swiss venture capital funds with investments in Europe and in the USA. As an active member of the Swiss private equity world, he was board member of the European Venture Capital Association (EVCA) and of the Swiss Private Equity and Venture Capital Association (SECA). Until recently he was chairman of New Value AG, an investment company listed on the SIX Swiss Exchange, the main Swiss stock exchange. He is chairman of Benchmark Partners AG, an advisory firm for corporate finance and private equity related transactions and participations. Mr. van den Berg brings a wealth of experience, in particular in the sector of renewable energy solutions, extensive management experience, an extensive international network as well as the enthusiasm and energy to create and grow new businesses.
Function and activities in the Company: | Member of the board of directors since 6 July 2021 |
Principal activities outside the Company: | Chairman Benchmark Partners AG |
Business address: | Zugerstrasse 8A, 6340 Baar, Switzerland |
Age: | 77 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC):
| Benchmark Partners AG BT Biomass Technologies AG Equator Development N.V. TransMatch Energy Advisors B.V. Intercept GmbH Rainbow Photonics AG |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC):
| New Value AG AltEnergis Technologies Plc Anaqua Inc. |
Shareholding in TIB-TEC: | 750’000 |
Holding of Participation Certificates: |
|
*For further information, please see Illustration 8 “Securities and Option Rights Held by the Board of Directors and 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:
Name | Nationality | Position | Initially appointed |
Kai Niedermeyer | German | Acting CEO | from November 2022 |
Marco Fantelli | Swiss | CFO | 2021 |
Thorsten Runge | German | Nominated CFO | from November 2022 |
Hans van den Berg | Dutch | CTO (acting) | 2022 |
The following provides for a brief description of each Senior Management member’s business experience, education, and activities:
Mr. Kai Niedermeyer, age 46, has worked as CEO, CBDO and Management Consultant. He has a strong international background having lived in the U.S.A. and Germany. Kai worked in various roles for international corporations based in the U.S.A., UK, Sweden and Germany. Further does he have start-up experience in consumer electronics and financial services. The industries Kai Niedermeyer has been working in range from IT Solutions to Financial Services and lately Industrial Water Treatment products. Apart from his assignment as CEO, he consults and mentors young start-up companies looking over go-to-market strategies and operational matters. In his most recent role as Chief Business Development Officer for a Chinese Financial Service and Tourism Company he signed responsible for the company’s European expansion and ensured accuracy and efficiency in technical and fiscal compliance as well as the go-to-market approaches for the various countries. Mr. Niedermeyer is a visionary and enthusiastic leader with high commercial skills with great business acumen.
Function and activities in the Company: | Consultant since 1st of July 2022 |
Principal activities outside the Company: | Managing Director at KBTN Capital GmbH |
Business address: | Isabellastr. 33, 80796 Munich, Germany |
Age: | 46 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Shareholding in TIB-TEC: | – |
Holding of Participation Certificates: | – |
Mr. Marco Fantelli has longstanding experiences as CFO, CEO, consultant and private equity investor. He has worked as a private equity investment manager and has been active as an investor since 2010. As investment manager of a listed private equity fund he was active in the coaching and development of companies in the early phases of their development. He was also responsible for ensuring all reportings and meeting all aspects of compliance with the regulations of the stock exchange, as well as being responsible for the financial management and the preparation of the annual report of the fund. As a consultant and investor he holds positions in other companies as CFO and president of the board. Before working in private equity Marco Fantelli was employed for several years as CEO and CFO of a group of companies in the food industry. In his function as CFO was instrumental in negotiating and executing three company acquisitions and was heavily involved in the development of group and financial management structures for generating a growth in sales from CHF 80 million to 350 million within a few years. As managing director of one of the acquired companies he was responsible for its further development and integration within the group. He added to this operating experience by working as a management consultant in the small and medium-sized enterprise sector with the focus on the strategic development and operating performance of companies.
Function and activities in the Company: | Chief Financial Officer since 6 July 2021 |
Principal activities outside the Company: | Managing Partner at paprico ag |
Business address: | Zugerstrasse 8A, 6340 Baar, Switzerland |
Age: | 62 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | Bogar AG, Chairman of the Board |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Shareholding in TIB-TEC: | – |
Holding of Participation Certificates: | – |
Holding of Options | – |
Mr. Thorsten Runge, age 47, has a background as CFO, finance director and management consultant. He has a very strong international background having lived in the U.S.A. and Taiwan aside his home country Germany. He also worked in various roles for large international corporations based in the U.S.A., UK, Japan, Sweden, Germany as well as Taiwan. He has experience in a large variety of industries like automotive, manufacturing, systems, consumer goods or payments. He has also worked and consulted start-ups looking aber financial and operational matters. In his most recent role as Finance Director Europe for Veoneer Inc. he set-up the finance function after the spin-off from Autoliv Inc. and ensured accuracy and efficiency in reporting for the largest region of the stock listed company. Mr. Runge is a blessed leader with high analytical skills and great business acumen.
Function and activities in the Company: | Consultant since 1 July 2022 |
Principal activities outside the Company: | Managing Director at SnC Solution GmbH |
Business address: | Kapellenstrasse 55, 82223 Eichenau, Germany |
Age: | 47 years |
Current board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Previous board positions and/or larger shareholdings (> 3.0%) during the last five years (excluding TIB-TEC): | None |
Shareholding in TIB-TEC: | – |
Holding of Participation Certificates: | – |
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 C. Thomas | 187’500 |
| 0 | […]% |
Hans van den Berg | 750’000 |
| 0 | […]% |
| 7’228’350 |
| 0 | […]% |
Illustration 8 – The Board of Directors Holdings of Shares, Participation Certificates and Options
Name | Nr. of Shares TIB-TEC AG | Nr. of Participation Certificates | Nr. of Options | % of Voting Rights |
Marco Fantelli |
|
|
|
|
Kai Niedermeyer* |
|
|
|
|
[Thorsten Runge] |
|
|
|
|
|
|
| 0 | 0.0% |
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 7,228,000 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.
