The Group maintains an enterprise-wide risk management process which involves a complete risk inventory with different risk owners assigned to manage all known strategic, financial and occurrence-oriented risks of the Group. The risk owners are responsible for their respective risks to evaluate, implement, review and monitor compliance with the corresponding risk mitigation measures. For financial and occurrence-oriented risks, the Corporate Risk Manager is responsible for the risk reporting process and to ensure the reported content and identified measures regarding the identified risks are plausible.
Corporate Audit undertakes reviews of selected risks as part of their internal control reviews in Group companies (see above) and in corporate functions managed by the respective risk owners. For strategic risks, Corporate Developments runs annual Strategy Review Workshops with the Executive Board. The risk management reporting is regularly reviewed by the Audit Committee, on behalf of the Board of Directors.
Compensation to the Board of Directors and Corporate Management
Members of the Board of Directors are paid a fixed annual compensation plus a lump sum for expenses. The Chairman receives an additional variable component. There is no additional compensation for the performance of an Audit Committee function by a Director. Former members of the Board of Directors do not receive any remuneration.
The members of Corporate Management (the Executive Management Team and the Executive Board) receive an annual base salary and a variable compensation linked to performance. Members of the Executive Board receive a retirement allowance in addition to their statutory pension fund entitlement.
Former members of the Executive Management Team do not receive any additional compensation other than their statutory pension fund entitlement. Total compensation is detailed in the Group financial statements.
Shareholders’ participation rights
Details of share and participation capital are given in the consolidated financial statements of the Group. Resolutions of shareholder meetings are generally decided by an absolute majority of represented votes. A majority of at least three quarters of represented votes is necessary to change the articles of incorporation, or for resolutions concerning changes to share and participation capital, subscription rights, expansion or restriction of business scope as well as mergers, transformation or liquidation of the company.
The examinations of the Group’s consolidated financial statements and the financial statements of Hilti Corporation are conducted by PricewaterhouseCoopers Ltd., St. Gallen.