Bühler follows international standards of corporate governance. Its corporate governance activities are based on the principles of the Swiss Code of Best Practice – an instrument for clearly defining internal powers and responsibilities and optimally designing the interaction between the Board of Directors, the Executive Board, and the Group Internal Audit.
February 2024
Bühler follows international standards of corporate governance. Its corporate governance activities are based on the principles of the Swiss Code of Best Practice – an instrument for clearly defining internal powers and responsibilities and optimally designing the interaction between the Board of Directors, the Executive Board, and the Group Internal Audit.
February 2024
As a non-listed, family-owned, but economically significant company, Bühler has decided to pay special attention to the design of its corporate governance. As a consequence, Bühler’s corporate governance goes far beyond the statutory requirements of Swiss corporate law and incorporates, to a great extent, the recommendations contained in the Swiss Code of Best Practice for Corporate Governance issued by economiesuisse. Bühler’s Articles of Incorporation set the material parameters of the corporate governance system.
The Articles of Incorporation are complemented by Bühler’s Organizational Regulations, which further specify the responsibilities, competencies, and regulations of the governing bodies of the company. Unless prescribed by law or the Articles of Incorporation, the management is delegated by the Board of Directors, with the power to subdelegate to the Chief Executive Officer, the Executive Board, and its members. Separate charters specify the organization of the Nomination and Compensation Committee and the Audit Committee. The Board of Directors has also issued a regulation governing the cooperation between the Board of Directors, the CEO/Executive Board, and the Urs Bühler Innovation Fund.
Rainer E. Schulz (Chairman)
Dr. Maya Bühler
Marco Gadola
Dr. Zeno Staub
Christoph Goppelsroeder (Chairman)
Frank N. J. Braeken
Jeannine Bühler
Karin Bühler
The Urs Bühler Innovation Fund (UBIF) was established in 2014 to support the company’s innovation efforts. Bühler spends between 4% to 5% of its turnover on research and development every year – developing breakthrough technologies and services to strengthen Bühler’s market position as well as exploiting new opportunities to stay ahead of the innovation curve. The Advisory Board managing the UBIF focuses on accelerating innovation and developing relevant ecosystems.
In 2014, Urs Bühler transferred his shares in Bühler to his three daughters, Karin, Dr. Maya, and Jeannine Bühler, each of whom owns a third of the company. For the three sisters, continuity is the top priority, as they want to build on the strengths and values of Bühler. They continue to maintain optimal general conditions for the company to operate in: a stable shareholder structure, a long-term orientation, steady company management that is not subject to the constraints of quarterly reporting – but nevertheless a management style pursuing business success. The three owners are represented on the Board of Directors and act in one unified voice in relation to company issues and decisions.
Bühler’s Articles of Incorporation provide for a certain restriction of the permitted external activities of the Members of the Board of Directors. Members of the Board of Directors may not hold more than four additional mandates in listed companies, eight additional mandates against remuneration in unlisted companies, and eight unpaid additional mandates. Not included in these limitations are mandates in companies affiliated with Bühler, corporate mandates of Bühler, and mandates in associations, foundations, employee welfare foundations, charitable organizations, and other comparable structures. However, no Board Member shall hold more than 20 such additional mandates. Mandates refers to mandates in the supreme governing body of a legal entity registered in the commercial register in Switzerland or elsewhere. Members of the Executive Board are limited to two mandates at public companies or other legal entities against remuneration and four unpaid mandates.
Bühler’s Articles of Incorporation provide for the annual election by the General Assembly of all Board Members, its Chairman, and the Members of its Nomination and Compensation Committee. Term of office shall be one year, starting with the General Assembly at which each individual member is elected and ending with the following General Assembly. The Members of the Audit Committee are elected annually by the Board of Directors. Board Members will not be re-elected once they pass their 70th birthday or have been on the Board for 12 years.
For the year of first election to the Board of Directors, please refer to the individual curriculum vitae of each Board Member. At the General Assembly, the Board of Directors gives account to the shareholders on the attendance of Board and Committee meetings by each individual Board Member.
The Audit Committee shall monitor the integrity of the financial statements of the Company, including its Annual Report. It promotes effective communication between the management, internal and external audits. The Audit Committee regularly reviews the functionality and effectiveness of the internal control system. It supports the Board of Directors in corporate governance issues.
The Nomination and Compensation Committee is responsible for evaluating the balance of skills, knowledge, experience, and diversity of the Board, periodically reviewing the Board’s structure, and identifying as well as managing the process of potential candidates to be appointed as Directors. Furthermore, the Nomination and Compensation Committee determines and agrees with the Board of Directors on the policy for the compensation of the Members of the Board of Directors and of the Executive Board. It approves the design of and determines targets for any performance-related compensation schemes operated by the Company and approves the total annual payments made under such schemes. Within the parameters of the agreed policy the Nomination and Compensation Committee determines the total individual compensation package for each Member of the Board of Directors as well as of the Executive Board and prepares the remuneration report.
Board meetings are held as often as matters require or upon the request of a Board Member, but at least four times per year. The agenda of the meeting shall be announced when it is convened, and pertinent information, if needed, shall be sent 10 days before the meeting to each Board Member. On unannounced items the Board can only decide if all Members of the Board are in attendance. Decisions may also be taken by circulation, provided that none of the Board Members request a formal meeting. Meetings of the Board Committees are convened separately from the Board meetings and scheduled as often as business requires. The Board of Directors receives verbal updates after each meeting of its Committees by their Chairperson.
The Board of Directors is responsible for the ultimate direction, strategic supervision, and control of the management of the Company, and for other matters which are, by law, under its responsibility. Such inalienable duties include, essentially, (i) the ultimate management of the Company, (ii) the determination of its organization, (iii) the structuring of its accounting system and of the financial controlling, (iv) financial planning, (v) the appointment, removal, and ultimate supervision of persons entrusted with the management and representation of the Company, (vi) the preparation of the business report as well as the General Assembly and the implementation of its resolutions.
The Executive Board is responsible for all areas of strategic and operational management of the Company that are not reserved to the Board of Directors. The Executive Board is chaired by the Chief Executive Officer.
The Advisory Board of the Urs Bühler Innovation Fund supports and advises the Board of Directors in innovation and identifies and executes first moves into future-oriented growth opportunities.
The external auditors are appointed at the General Assembly and present the outcome of the audit to the Audit Committee.
Effective corporate governance is a precondition for Bühler to ensure a long-term and sustainable increase of its corporate value. Bühler bases this both on the Swiss Code of Best Practice for Corporate Governance and the OECD Principles of Corporate Governance. Corporate governance at Bühler is organized with the interests of its stakeholders in mind, including customers, employees, suppliers, and public communities. It also comprises compliance with environmental and social standards as well as an uncompromising commitment to financial integrity. As an international Swiss company, strict observation of local laws on a global scale and systematic and continuous monitoring of compliance in all markets are indispensable for Bühler. This is the only way to prevent operating risks and an impairment of reputation that might be caused by violation of compliance rules.
The Code of Conduct is part of the so-called Bühler Essentials. It serves all employees as a beacon, showing them how to live the Group’s core corporate principles (Trust, Ownership, and Passion) in their day-to-day jobs. It states what is expected of employees and business partners, defines the standards governing compliance with laws and regulations, and includes the fundamentals of communications, employee rights, health and safety, and financial integrity.
Bühler regularly reviews its own principles of corporate governance to ensure that they are up to date. Its Code of Conduct also includes binding standards for its business partners. The Code of Conduct is continuously adjusted to the changing environment. Furthermore, a Supplier Code of Conduct for business partners exists and its roll-out is ongoing as part of the onboarding process.
The so-called ABC (Anti Bribery & Corruption) rules against bribery and corruption unmistakably state that no violations will be tolerated. They concern, in particular, collaboration with agents. Furthermore, it is mandatory for all employees with access to the learning platform to undergo the state-of-the-art online training program (Web Based Training, WBT) and to pass a final test. Employees without access take part in an offline classroom training. Participation in the training takes place upon entry into the company and the training must be repeated every three to five years.
Bühler further decentralized the organizational structure of its compliance function. In six Bühler regions regional compliance officers act as the first contact, except for compliance cases involving special risks, which are handled directly by the Compliance Board. This decentralization has greatly streamlined and accelerated the related processes. This is also because linguistic barriers have been eliminated, and the regional compliance officers are familiar with local regulations and conditions.
Clear accountability and defined actions ensure that compliance related incidents are systematically reported to the central Compliance Board. This transparency is a precondition for ensuring that the company can gain the necessary insight from such incidents and take the required measures in response. Bühler is happy to report that awareness of the benefits of a transparent compliance reporting system has steadily increased.
The trade compliance program addresses customs, sanctions, and export controls. Such formal regulatory conditions for international trade are further evolving and are impacted by global political and economic trends. The Russian war on Ukraine has increased the relevance and workload of the Trade Compliance Team permanently, with the establishing of the “Ukraine/Russia Desk” and with full compliance checks of all remaining activities going into the countries concerned. Trade Compliance is supported by the Export Compliance Program and trainings for management and employees. Furthermore, since 2020 it is mandatory for all new relevant employees to undergo the state-of-the-art online training program (Web Based Training, WBT) and to pass a final test.
Bühler Group and its Group companies did not import any conflict minerals (i.e., ores and concentrates containing tin, tantalum, or tungsten, as well as gold; metals containing or consisting of tin, tantalum, or tungsten, as well as gold) from high-risk areas in the reporting year. We are therefore exempt from the corresponding due diligence and reporting obligations in accordance with Art. 3 para. 2 DDTrO (Due Diligence and Transparency Ordinance).
A check for suspected child and forced labor was carried out in the form of a self-assessment by the Group companies. Based on the results of this assessment, there is no reasonable suspicion of child or forced labor. We are therefore exempt from the corresponding due diligence and reporting obligations in accordance with Art. 5 para. 2 DDTrO (Due Diligence and Transparency Ordinance).
The Internal Audit Department reports functionally to the Board of Directors, represented by the Audit Committee and administratively to the Chief Financial Officer. Meetings between internal and external auditors take place on a regular basis. The audit plan is aligned with the strategy and key business risks. A yearly risk assessment is prepared by Group Internal Audit. It is the basis for the yearly audit plan, which is approved by the Audit Committee. The results of the audits are discussed with the management of the audited unit, and major topics are presented to the Executive Board and the Audit Committee and thereafter reported to the Board of Directors. In 2023, eight worldwide audits were carried out including two cross-sectional audits involving multiple world-wide legal entities. Group Internal Audit also reviews Groupwide compliance with the Code of Conduct as part of their internal audits. Violations are reported to the Compliance Board, Audit Committee, and the Executive Board.
Risks are assessed regularly as part of the company’s integrated risk management process. This process includes risk assessments being part of the Businesses annual strategic planning cycle as well as a moderated risk workshop per Business. The results are mapped and discussed with the management. The risk management system covers all measures in a systematic and transparent approach towards risks. It aims to identify, evaluate, mitigate, or avoid risks using suitable measures. Transferable risks are insured under the global insurance program of the Group.
Under the framework of the Group’s sustainability reporting a special focus is given to related transformational and physical risks and their mitigation.
In 2023, we achieved successful re-certification of our ISO 9001:2015 and ISO 14001:2015 Group certifications. We were very pleased that SGS renewed our certificates, extending their validity until November 2026. This remarkable accomplishment stems from a rigorous random sample check conducted across various Bühler locations, namely, Bühler AG (BUZ) in Uzwil, Switzerland; Bühler Alzenau GmbH (BLOA/BLOM) in Alzenau/Hasselroth, Germany; FHW Franz Haas Waffelmaschinen GmbH (BHWL) in Leobendorf, Austria; Haas do Brasil Industria de Maquinas Ltda. (BHDB) in Curitiba, Brazil; Bühler Curitiba (BCTB) in Curitiba, Brazil; Bühler (China) Holding Co. Ltd. (BCHN) in Wuxi, China; Wuxi Bühler Machinery Manufacturing Co. Ltd. (BWUX) in China; Bühler (Changzhou) Machinery Co. Ltd. (BCHA) in China; and Bühler (Wuxi) Commercial Co., Ltd. (BCOM) in China. These locations have all successfully passed the comprehensive SGS onsite audits.
Additionally, we are pleased to announce our re-certification according to ISO 45001 for occupational health and safety. We have re-certified the Bühler AG sites in Uzwil and Appenzell, Switzerland, aligning with the ISO 45001:2018 standard. Consequently, SGS has extended the validity of the current certificate for a further three years, now valid until December 2026.
Bühler AG (BUZ) in Uzwil, Switzerland, Buhler Machinery Manufacturing Co. Ltd. (BWUX) and Buhler (Changzhou) Machinery Co., Ltd. (BCHA), China, FHW Franz Haas Waffelmaschinen GmbH (BHWL), Austria, Buhler Aeroglide Corporation (BRAL), USA and Buhler (India) Pvt. Ltd. (BBAN), Bangalore, India are audited according to SEDEX/SMETA-4 requirements. The aim is to use the SMETA audit (Sedex Members’ Ethical Trade Audit) procedure to ensure greater transparency and security across the entire supply chain. Issues such as employee rights (e.g., wages, benefits, working hours, etc.), business ethics, health and safety, and environmental management were in the scope of the audit scheme.
Boosting employee future skills, excelling at global talent management and embedding workforce agility as well as employability are key drivers in human resources to achieve the Bühler mission. A high employee engagement and a focus on people development paired with leadership excellence are required for Bühler to play to win. The Remuneration Policies are designed with this purpose in mind.
The Members of the Nomination and Compensation Committee (NCC) are elected by the General Assembly. The Board of Directors (BoD) appoints the Chairman from among the elected members. The NCC supports the BoD in the remuneration issues defined here, with responsibilities being retained by the BoD. The NCC oversees defining and periodically reviewing the Remuneration Policy. It prepares all the relevant decisions of the BoD around remuneration for the Members of the BoD, and Members of the Executive Board (EB), and submits its proposals (remuneration type and annual remuneration) to the BoD. In addition, it submits proposals to the BoD defining the annual goals for success and performance-related remuneration, and then defines the circle of potential recipients of this success- and performance-related remuneration.
For the year under review, the Members of the Nomination and Compensation Committee (NCC) were Dr. Konrad Hummler and as of June 2023 Christoph Goppelsroeder (Chairman), Frank N. J. Braeken, Karin Bühler and Jeannine Bühler. Permanent invitees were Calvin Grieder, Chairman of the Board of Directors; Stefan Scheiber, CEO; Irene Mark-Eisenring, Chief HR Officer; and Christof Oswald, Head of HR Region Switzerland. Four meetings were held. The NCC Chairman reported to the Board of Directors after each meeting, and the minutes were kept and distributed in a timely manner.
Bühler is committed to performance- and market-related remuneration. Success because of sound individual performance plus the success of the organization impacts the remuneration. All employees, including the Executive Board, shall undergo a formalized annual performance appraisal process (Employee Performance Management, EPM). The Individual Performance Goals are defined and agreed upon jointly with each employee at the start of the fiscal year. The financial success of the organization, measured on selected KPIs (EBIT, Contribution to EBIT (CTE), DB1, Net Working Capital), is a key part of performance-related remuneration.
The Members of the Board of Directors shall receive a fixed cash payment and be remunerated as Committee Members (if applicable).
The Members of the Executive Board shall receive a basic salary, a variable cash remuneration portion, employer contributions to pension funds and social security institutions, and long-term remuneration in the form of a deferred compensation plan with a vesting period of three to 10 years. In addition, the lump-sum expenses allowance regulations apply.
The Code of Conduct serves as a beacon for all employees showing them how to live the Group’s core corporate values of Trust, Ownership, and Passion in their day-to-day jobs. It states what is expected of employees and business partners, defines the standards governing compliance with laws and regulations, and includes the fundamentals of communications, employee rights, health and safety, and financial integrity.
Bühler regularly reviews its own principles of corporate governance to ensure that they are up to date. Our Code of Conduct has been reviewed and includes binding standards for our business partners. The Code of Conduct is continuously adjusted to ongoing changes in the environment.
The Bühler compliance helpline is available 24/7 to help you express any ethical concerns or questions you may have.
As a globally operating Swiss family enterprise, Bühler is committed to sustainability. Our purpose is “Innovations for a better world”, and for many years we have focused our research and development efforts on improving both the commercial and sustainability performance of our solutions, products, and services. We contribute to solutions toward food security and innovate in specific markets for processing applications of advanced materials. Ethical, social, and environmental responsibility is an integral part of our long-term business strategy. To achieve our goals, we need to ensure that our standards are also aligned with our suppliers, third-party intermediaries, and contractors. As essential business partners, they have a significant impact on the success of our endeavors. With our Supplier Code of Conduct we agree on a minimum standard in our supply chain and strive to continuously improve our contribution to society and the environment.
Bühler is the global leader in food processing and grain management equipment, advanced material applications, and engineering services for various, or gains, in certain segments. Our customers require that we maintain this competitive advantage, continue to innovate, and drive value for their organizations.
Supplier Quality Assurance Manual is to supplement, not replace or alter other terms and conditions covered by purchasing documents, contracts, agreements or any other Bühler requirements.
The ABC (Anti Bribery & Corruption) rules against bribery and corruption unmistakably state that no violations will be tolerated. They particularly address collaboration with agents. It is mandatory for all employees to undergo a comprehensive online training program (web-based training) after they have joined the company and to pass a final test.
Our aim is to prevent accidents and work-related illnesses at our locations, installation, and service projects, during travels and at our customers' locations. We commit ourselves to comply with all legal occupational health and safety (OHS) requirements. To achieve these goals, we have introduced an OHS management system.
Bühler does not delegate responsibility for OHS to safety officers but requires that occupational health and safety is an integral part of all business activities. For this reason, Bühler managers at all levels and all workers are responsible for OHS as part of their business activities independent of where their workplace is.
Information regarding EHS can be found here.
Information, data, processes, information systems and networks are vital for Bühler’s business, customers, and business partners. Protecting the confidentiality, integrity and availability of information becomes even more important as more business processes are digitalized. Bühler runs an Information Security Management System (ISMS) which is certified according to ISO/IEC 27001:2013.
Information regarding Information Security at Bühler can be found here.
Information regarding reporting of security vulnerabilities can be found here.
At Bühler, we are driven by our vision of creating innovations for a better world, balancing needs of economy, humanity, and nature in our decisions. As a relevant solution partner for the food and mobility industries, we must take responsibility for our actions and act with trust, ownership, and passion to prevent harm to any person associated with our business. This is of paramount importance to the company’s owners and is at the core of our Code of Conduct that applies to all employees of Bühler and addresses equal rights, child labor, forced labor, and healthy and safety. Aim of this document is to underline our commitment to human rights, bring it into context with Suppliers and Stakeholders, and be transparent regarding our next steps to improve.
CDP is a not-for-profit organization that runs the global disclosure system for investors, companies, cities, states, and regions to manage their environmental impacts. The benefits of annually disclosing to CDP include better visibility of Bühler’s sustainability practices among stakeholders, as well as ensuring transparency of the company’s climate impact.
After submitting for the first time in 2019 and receiving a score of “C-” in the Climate Change questionnaire, Bühler significantly increased its performance in 2020, achieving a score of “B” when responding to the full version of the questionnaire. The “B” rating was maintained in the subsequent years 2021 and 2022.
For the first time since our participation in the full version of the climate questionnaire in 2020, Bühler was able to achieve a score of “B” in supplier engagement in 2022. In previous years Bühler was continuously awarded a “B-” in this category. This improvement reflects our efforts and actions taken with regard to our supply chain emissions. The key learnings from taking part in this scoring process are important inputs in reviewing and improving our sustainability practices.
EcoVadis is a globally recognized platform for grading a company's environmental, social, and ethical performance for the year. With over 100,000 companies involved, it allows companies to compare themselves with their competitors and prove that their supply chain complies with verified sustainability standards. Internally it helps to direct a company's focus to the areas of improvement over the next year.
2023 is Bühler’s sixth assessment year with the platform. Since participating for the first time in 2018, Bühler has won the silver medal a total of three times. In 2023, EcoVadis tightened the requirements in their ranking system, and Bühler scored a bronze medal for the third time since its initial assessment.
Bühler continuously strives to work on specific improvement areas based on the feedback provided by EcoVadis to enhance environmental, social, and ethical performance.
The ISO certification reflects Bühler’s global management system’s effectiveness, using internationally recognized standards for validation. The company has undergone several on-site audit programs by an international certification body. The audits include Quality (ISO 9001), Environmental (ISO 14001), Health and Safety (ISO 45001), and IT Security (ISO 27001) aspects. With these certifications, we can show to all relevant stakeholders our current compliance with global standards and our intention to become even more closely aligned with the standards set out by ISO and in line with the Sustainable Development Goals.
SEDEX (Supplier Ethical Data Exchange) helps organizations manage data on labor practices, health and safety, environment, and business ethics in their supply chains. SMETA (Sedex Members Ethical Trade Audit) covers ETI Base Code principles and additionally reviews performance with regards to human rights, land rights, responsible recruitment practices, the right to work of migrant workers, management systems implementation, and the presence of sub-contracting and home working.
Drive Sustainability is an automotive partnership between BMW Group, Daimler AG, Geely Holding Group., Ford, Honda, Jaguar Land Rover, Scania CV AB, Toyota Motor Europe, Volkswagen Group, Volvo Cars, and Volvo Group.
The partnership, facilitated by CSR Europe, aims to drive sustainability throughout the automotive supply chain by promoting a common approach within the industry and by integrating sustainability in the overall procurement process. As the automotive industry has complex value chains, the goal is to develop joint solutions to challenges. The Drive Sustainability Assessment Questionnaire (SAQ) is a process to assess automotive suppliers, such as Bühler, on their adherence to international regulations and standards around sustainability. In 2023, Bühler was reassessed accordingly and passed the requirements.
