Corporate Governance

Zusammensetzung der Verwaltungsrats

Für die Dauer von der Generalversammlung 2020 bis zur nächsten ordentlichen Generalversammlung in 2021 setzt sich der Verwaltungsrat aus neun Mitgliedern zusammen, wie unten aufgelistet.
 

Name	Mitglied seit	Mitglied bis	Nationalität	Jahrgang	Committee Mitgliedschaft	Funktion
Steffen Meister	2013	2021	Schweizer	1970	SC, COC	Exekutiver Verwaltungsratspräsident und Vorsitzender des Strategy Committee
Dr. Eric Strutz	2011	2021	Deutscher	1964	RAC	Vizepräsident Lead Independent Director des Verwaltungsrats und Vorsitzender des Risk & Audit Committee
Dr. Marcel Erni	1997	2021	Schweizer	1965	IOC	Mitgründer und exekutives Mitglied des Verwaltungsrats
Alfred Gantner	1997	2021	Schweizer	1968	SC, IOC	Mitgründer, exekutives Mitglied des Verwaltungsrats und Vorsitzender des Investment Oversight Committee
Lisa A. Hook	2020	2021	Amerikanerin	1958	RAC, NCC, IOC	Unabhängiges Mitglied des Verwaltungsrats
Grace del Rosario-Castaño	2015	2021	Filipina	1963	NCC, IOC	Unabhängiges Mitglied des Verwaltungsrats und Vorsitzende des Nomination & Compensation Committee
Dr. Martin Strobel	2019	2021	Deutscher & Schweizer	1966	RAC, NCC, SC	Unabhängiges Mitglied des Verwaltungsrats
Urs Wietlisbach	1997	2021	Schweizer	1961	COC	Mitgründer, exekutives Mitglied des Verwaltungsrats und Vorsitzender des Client Oversight Committee

 

SC: Strategy Committee   COC: Client Oversight Committee   NCC: Nomination & Compensation Committee   RAC: Risk & Audit Committee   IOC: Investment Oversight Committee

Risk & Audit Committee

The Risk & Audit Committee is in charge of ensuring diligent performance of internal and external auditing as well as financial controlling in addition to performing other tasks related to risk management. In particular, the Risk & Audit Committee (i) approves internal audit’s organization and tasks, (ii) orders the performance of specific audits, (iii) supervises internal audit’s activities, (iv) ensures the execution of the external audit, (v) monitors the financial review processes and (vi) ensures the review of the management and internal control processes. The role of the Risk & Audit Committee is primarily supervisory and its decision making authority is limited to those areas which are ancillary to its supervisory role.

Nomination & Compensation Committee

The Nomination & Compensation Committee advises and supports the Board of Directors in particular with regard to the determination of the compensation principles and the compensation system as well as regarding the nomination of members of the Board of Directors and the promotion of executive officers of the Company or its controlled companies, as applicable. It assesses the compensation proposals for the Company or their controlled companies, respectively, regarding compliance with the determined principles and prepares the compensation report and the motions to be submitted to the shareholders' meeting on the compensation to the Board of Directors and the executive management. The Board of Directors may assign further tasks, responsibilities and powers in compensation and nomination matters to the Nomination & Compensation Committee.

Strategy Committee

The Strategy Committee directs the firm's major strategic initiatives and advises the Board of Directors in particular on major business, corporate and organizational initiatives within the current set of guidelines and practices. It further oversees fundamental initiatives in terms of the firm's human capital development and its financial planning and use of financial resources.

Client Oversight Committee

The Client Oversight Committee coordinates global marketing and (key) client activities, drives strategic fundraising initiatives and identifies new key product and fundraising themes. In addition, it oversees the coverage of the firm's key client prospects, the global consultant network, the firm's global public relations strategy as well as its advisory network.

Investment Oversight Committee

The Investment Oversight Committee provides advice and support to the Board of Directors, the management and the Investment Committees on the assessment of quality and consistency of decision processes, the investment performance achieved, the realization of the projected appreciation on individual investments, and the investment risks incurred. It defines quality standards and measurement methods and proposes any measures that may be required.

Independency criteria for members of the Board of Directors

Best practice in corporate governance calls for the independence of selected board members as an important element of its quality and integrity. However, defining independence is challenging as codes of best practice, regulators as well as proxy advisors tend to use different criteria and no globally accepted standard has yet emerged. In addition, many of the criteria suggested follow formal legal or financial concepts that do not necessarily reflect the substantive independence in background, perspective and judgment of board members that is conducive to high levels of quality and integrity in corporate governance. Finally, each company has its specific characteristics in terms of its business model and its governance and ownership structure as a result of which certain criteria take precedence over others.

Having reviewed a series of possible criteria from different sources, ranging from financial market authorities, other stock exchanges, codes of best practice, to foundations and independent asset managers with a focus on a sustainable corporate development, Partners Group recognizes significant differences in their definitions of board member independence. For example, some simply define an independent board member as someone who does not have a line management function at the company, while at the other end of the spectrum others stipulate non-employment at the company in question (or one of its affiliates) as an essential criterion for independence. Partners Group follows the general corporate governance principle of "comply or explain" and therefore applies the following criteria to evaluate the independence of its board members.

First and foremost, when searching for an additional external member of the board, Partners Group looks for accomplished, distinctive and competent personalities who are respected based on their achievements, contribute relevant professional skills, commit substantial capacity and add to the diversity of the board in terms of background, perspectives and views. In our view, these selection criteria represent the essence of true independence. 

In addition, Partners Group applies several formal criteria for independence of its board members:

• no line management function (=positions with substantial decision-making authority) for Partners Group Holding AG or any of its affiliates currently or in the prior three years;
• no employment or affiliation with our external auditor currently or in prior three years;
• less than ten years as an existing Partners Group board member.

The materiality of the following additional criteria are evaluated on a case-by-case basis:

• limited financial dependence on Partners Group in terms of employment, income and shareholding relative to an individual's overall situation; and
• no material direct or indirect business relationship with Partners Group or any of its affiliates (except as an investor in Partners Group products).

Whether or not a board member has an employment contract with Partners Group or any of its affiliates, the extent to which a board member is active on behalf of Partners Group, and the level of compensation received from Partners Group are in our assessment not valid criteria to challenge independence.  On the contrary, Partners Group appreciates active board members and views high levels of involvement as valuable contributions to the quality and integrity of corporate governance.

As a result of this evaluation process (which will be reviewed annually) we consider the following board members as independent: Michelle Felman, Grace del Rosario-Castaño, Dr. Martin Strobel, Dr. Eric Strutz and Patrick Ward.