Corporate Governance

Trust as a Success Factor

Value-oriented corporate management and exemplary corporate governance are important reputation and thus success factors in the competitive environment and enhance corporate values.

INFICON strives for exemplary corporate governance that clearly defines and distributes the roles, competencies, and areas of responsibility of the management and supervisory bodies in a balanced manner.

The aim of good corporate governance is also to avoid conflicts of interest between the individual stakeholders. This requires a high degree of transparency, because the best internal structures cannot create trust if they are not communicated externally.

Group Management

Lukas   Winkler

Lukas Winkler

President and Chief Executive Officer

Mr. Winkler became President and Chief Executive Officer of INFICON Holding AG January 1, 2004. Mr. Winkler joined the company in January 1993 and served as our Vice President, Vacuum Control from January 1997 to December 2003. From January 1995 to January 1997, Mr. Winkler served our Balzers AG subsidiary as General Manager Production. Mr. Winkler has a Masters Degree in engineering from the Swiss Federal Institute of Technology (ETH-Zürich) and an Executive MBA from Syracuse University.

Educational Background

1982–1985 University of Cooperative Education, Mannheim, Degree in Business Administration (Diplom-Betriebswirt)

1987–1989 General Motors Europe AG, Switzerland, Engineer

1989–1991 Maschinenfabrik Rieter AG, Switzerland, Project Manager

1991–1992 Maschinenfabrik Rieter AG, Switzerland, Department Head

1993–1994 UNAXIS-Balzers AG, Liechtenstein and Switzerland, Manager Logistics

1995–1996 UNAXIS-Balzers AG, Liechtenstein and Switzerland, Manager Production

1996–2003 Balzers and Leybold Instrumentation and INFICON AG, Liechtenstein, Vice President and General Manager (member of the Executive Team)

2004–today INFICON Holding AG, Bad Ragaz, Chief Executive Officer

Matthias Tröndle

Matthias Tröndle

Vice President And Chief Financial Officer

Matthias Troendle joined INFICON as Chief Financial Officer in September 2008. For the prior 13 years, Mr. Troendle held several positions within Solectron Corporation, serving as Senior Director Finance Europe since June 2003. Between 1988 and 1995, he worked for Hewlett Packard GmbH in Boblingen, Germany in various positions within the main finance department. Earlier in his career, Mr. Troendle worked for Digital Equipment Corporation (DEC) in Stuttgart, Germany, as Financial Analyst. He studied finance and materials management at the Berufsakademie Mannheim and holds a bachelor's degree in economics.

Educational Background

1982–1985 University of Cooperative Education, Mannheim, Degree in Business Administration (Diplom-Betriebswirt)

1985–1988 Digital Equipment Corporation (DEC), Stuttgart, Financial Analyst Software Development and Sales

1988–1995 Hewlett Packard GmbH, Germany, Senior Financial Analyst Headquarters Germany, Finance Manager of two subsidiaries in Germany and Switzerland, Accounts Receivables and Credit Manager, Accounting & Reporting Manager Leasing & Remarketing Commercial Manager Leasing & Remarketing Division

1995–2003 Solectron GmbH, Germany, Director Finance Germany

2003–2003 Solectron Romania SRL, Timisoara – Romania, Director Finance Eastern Europe, (9 months)

2003–2008 Solectron Europe BV, Amsterdam, Senior Director Finance Europe

2008–today INFICON Holding AG, Switzerland, Chief Financial Officer

BOARD OF DIRECTORS

Educational Background
1980-1986 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering
1987-1990 Ph.D. at ETH/BWI on “Management of Industrial Software Projects”
1994 INSEAD, Fontainebleau France, International Executive Program

Executive Experience
1987-1990 Zellweger Uster (Quality Control Products), Project Manager
1990-1998 Mettler-Toledo (Weighing Equipment): Business Unit Leader for System Business General Manager of Mettler-Toledo (Switzerland) AG
1998-2002 Feintool International (Fineblanking Presses and Parts), Chief Executive Officer and Member of the Board
2002-2007 Mettler-Toledo (Weighing Equipment), Member of the Group Executive Team and Chief Executive Officer of the Laboratory Division
Since 2007 CTC Analytics AG (Laboratory Robots), Chief Executive Officer and Member of the Board

Previous Board Mandates
2002-2005 Soudronic AG, Bergdietikon
2007-2010 Uster Technologies AG, Uster
2007-2011 Addex Pharma SA, Geneva
2007-2011 Stadler Rail AG, Bussnang
2002-2013 Bossard AG, Zug

Current Board Mandates
Since 2010 Straumann AG, Basel
Since 2012 INFICON Holding AG, Chairman

Educational Background
1973-1979 Technical University of Vienna, Master of Science in Electrical and Electronical Engineering
1979-1982 Technical University of Vienna, Assistant Professor, Ph.D. with excellence Executive Experience
1982-1984 Gama, Access Systems, Austria, R&D Manager and Technical Director
1984-2004 VAT Holding AG, Switzerland, Chief Executive Officer

Previous Board Mandates
1990-2011 ARS GmbH, Member
2008-2009 Netservice AG, Chairman
2003-2014 VAT Holding AG, Switzerland, Chairman

Current Board Mandates
Since 2003 INFICON Holding AG, MemberDirector since May.01.2003

Educational Background
2000-2002 University of St. Gallen, Switzerland Undergraduate Studies in Economics, Business Administration and Law
2003-2004 Stockholm School of Economics, Sweden Master of Science in International Economics and Business. Major in FinanceExecutive Experience
2004-2006 Handelsbanken Capital Markets, Corporate Finance, Stockholm, Sweden
2007 HSZ Group, Asset Manager, Hong Kong
Since 2007 CEO of Corisol Holding AG, Family Office, Zug

Previous Board Mandates
2010-2011 South Pole Carbon Asset Management
2010-2012 Absolute Invest, Member

Current Board Mandates
Since 2002 Corisol Holding AG, Member
Since 2008 Swiss Small Cap Invest , Member
Since 2008 KWE Beteiligungen AG, Member
Since 2012 Garaventa Lift AG, Vice Chairwoman
Since 2012 INFICON Holding AG, Member
Since 2014 Schweiter Technologies AG, Member

Educational Background
1980-1985 Swiss Federal Institute of Technology, ETH, Master in Electrical Engineering
1987-1988 INSEAD, Fontainebleau France, MBA

Executive Experience
1985-1986 Contraves AG (Defense Equipment), Development Engineer
1987-1993 McKinsey&Co. (Consulting), first McKinsey Fellows in Switzerland, Consultant and Project Manager
1993-1995 Outsourcing AG (Reorganisation and Outsourcing of Productions), Founder and CEO
1996-2008 Schweiter Technologies (Machinery Equipment for Textiles, Semiconductor and Optics), CEO
2008-2012 Essilor (Ophthalmic Lens Manufacturer), Member of the Executive Team and President of machinery division Satisloh, which was sold to Essilor from Schweiter Technologies

Previous Board Mandates
2002-2012 Ismeca Semiconductor Holding SA, Chairman
2000-2013 Satisloh Holding AG, Member

Current Board Mandates
Since 1996 SSM Schärer Schweiter Mettler AG, Chairman
Since 2003 Phoenix Mecano AG, Member
Since 2008 Schweiter Technologies AG, Chairman
Since 2010 INFICON Holding AG, Member
Since 2013 Garaventa Lift AG, Chairman

Educational Background
1991-1996 University of Zürich, Master’s Degree, Banking and Finance
1996 University of Washington, Seattle, Visiting Student MBA courses
1997-1999 University of Zürich, Ph.D. Banking and Finance

Professional Experience
1997-1999 University of Zürich, Swiss Banking Institute, Research Assistant
2000-2001 Go4Equity AG, Zürich, Pan-European Private Equity Platform, Co-founder and CFO
2001-2004 Tendo Corporate Finance AG, Zürich, Partner
2004-2008 Horizon21, Business Unit Private Equity, Member of the Executive Management
2008-2010 Horizon21, Group COO, Deputy Group CEO
2010-2011 Horizon21, CEO
2011-2013 Horizon21, Chief Investment Officer
2013-2017 Lonrho Ltd., London, COO/CIO, Member of the Main Board, Audit Committee, Executive Management Committee, Shareholder
Since 5/2017 Siegfried Holding AG, CFO, Member of the Group Executive Committee

Previous Board Mandates
2000-2013 Institut für Finanzdienstleistungen IFZ, Zug, Member of Fachrat Corporate Finance, and Lecturer
2004-2014 Nord-Süd Verlag AG, Zürich
2009-2011 Invision Private Equity AG, Zug
2014-2017 Gallimedia Holding AG, Zürich
2013-2018 Lonrho Holdings Limited, London

Company Capital

The issued share capital of INFICON Holding AG consists of 2,442,436 registered shares with a nominal value of CHF 5 each. Each share entitles the registered owner to one vote at the General Meeting of Shareholders, as well as a share of dividends or distribution from capital contribution reserve, if any, declared by the Company and proceeds from liquidation, corresponding to its nominal value as a percentage of the total nominal value of issued share capital.

INFICON pursues a long-term balanced dividend policy with regular distributions in order to be attractive for investors in the long-term. Past dividend payments are disclosed here under the respective question.

Corporate Governance

We believe that good corporate governance benefits our shareholders, our customers, and our employees. It helps ensure that our business strategies and practices are optimized for the creation of long-term economic value and that we conduct our business with excellence in corporate responsibility.

Here we provide our most recent Corporate Governance Report.

Remuneration

INFICON is a globally active Group which maintains a remuneration policy in accordance with general market practice which also considers individual performance. This ensures the Group’s ability to hire and retain the right talents. Our Compensation Report describes the principles of remuneration at INFICON.

Here we provide our most recent Compensation Report.

Sustainability Report

INFICON’s approach to sustainability is a comprehensive one. In its business decisions and conduct the Company takes into account economic, environmental and social aspects at both strategic and operational level.

Here we provide our most recent Sustainability Report.

Code of Business Conduct and Ethics

INFICON conducts business in an environment of the utmost integrity and honesty, adhering to the highest ethical and legal standards. Our Code of Business Conduct and Ethics demonstrates that commitment to these principles and to our accountability.

To implement the Ethics Policy, INFICON needs the full cooperation of all employees. We expect employees to comply with all aspects of this Ethics Policy, and encourage employees to report any violations they observe to any member of the Group Management (Chief Executive Officer & Chief Financial Officer) or a senior member of the Human Resources department or, if appropriate, to the Audit Committee of the INFICON Board of Directors, attention to Dr. Reto Suter, In der Deisten 11, 8125 Zollikerberg, Switzerland, E-mail: INFICON@whistleblowercontact.com. All information will be dealt with confidentiality.

Here we provide our Code of Business Conduct and Ethics.

Articles of Association

The Articles of Association are available in German and can be downloaded here.

Management Transactions

The provisions on the disclosure of management transactions require members of the Board of Directors and the Executive Board of listed companies to disclose transactions in shares and other financial instruments of the company to SIX Swiss Exchange.

Further information: ser-ag.com/en/resources/notifications-market-participants/management-transactions

Group Auditor

The Ordinary Annual General Meeting of Shareholders on April 3, 2020 elected KPMG, Zurich, for a one-year term of office until the closing of the following Ordinary Annual General Meeting as Auditors.