Exclusive Swiss partner of Corporate Overview and Services June 2020
Exclusive Swiss partner of SWIPRA Services Overview ISSUERS INVESTORS THINK TANK INSIGHTS & NEWS SWIPRA Services – June 2020 2
Exclusive Swiss partner of SWIPRA Services & Morrow Sodali Combining a unique skillset Barbara A. Heller, MBA Andrea Bischoff, Capital Markets Managing Partner, SWIPRA Services Managing Director, Morrow Sodali Board of Directors Stakeholder Management Strategic communications & Investor Relations Proxy Advisory Project Management Academia Christoph Wenk Bernasconi, Ph.D. Petra Becker, Senior Partner, SWIPRA Services Account Manager, Morrow Sodali SWIPRA Services – June 2020 3
Exclusive Swiss partner of SWIPRA Services Experienced – Competent – Well Networked Ø Unique Knowledge Base: Together with our partner Morrow Sodali, we offer unique and longstanding experience and knowledge as independent corporate governance specialists. Ø Governance Assessment: We assess issues related to corporate governance and reputation management and consult from the perspective of key stakeholders as well as with an inside-out view and the goal of long-term value generation. Ø Think Tank: In our corporate governance think tank, consisting of two separate advisory boards, leading personalities from the investor and issuer community work together with SWIPRA to promote a continuous improvement of corporate governance in Switzerland. Ø Events / Workshops / Network : We maintain a network with influential participants in the capital market: public companies, Swiss and international institutional investors, regulators and governance organizations as well as proxy advisors and other service providers. We organize events and offer workshops around topics of corporate governance, CSR and engagements. Ø Public Relations : SWIPRA regularly conducts and publishes scientifically-based, practice- oriented analyses, surveys, and position papers on corporate governance, CSR, disclosure and communication. This provides us also with broad knowledge for professional support. SWIPRA Services – June 2020 4
Exclusive Swiss partner of SWIPRA Services Individually tailored support for our clients Our holistic approach and integrated view on We advise boards of directors and executive We support investors in their stewardship corporate governance and corporate social management in creating sound and modern activities and dialog with investee companies responsibility guide the identification and corporate governance frameworks for the as well as with local institutional knowledge. management of relevant governance risks. benefit of the company and its stakeholders. SWIPRA Services – June 2020 5
Exclusive Swiss partner of SWIPRA Services Center of Competence in Corporate Governance SWIPRA Services – June 2020 6
Exclusive Swiss partner of SWIPRA Services Center of Competence in Corporate Governance Governance and related reputational risks of the company: Assessment and advice Examination of corporate governance and related communication with stakeholders as a central ü value factor and part of the strategic orientation Identification and mitigation of reputational risks and prevention of unfriendly shareholder - ü activism in the long term and in relation to your next AGM Deepen your corporate culture within the framework of the strategic objectives, your corporate ü responsibility framework and in alignment with your incentive scheme Assessment and coaching of the board of directors, including review of the organization and ü processes of the corporate managing boards Establish a regular governance dialogue with key investors and other stakeholders on the level of ü the board and integrated into your overall communication activities SWIPRA Services – June 2020 7
Exclusive Swiss partner of SWIPRA Services Addressing conflicting views Analyze inside-out and outside-in views to tailor individual corporate governance frameworks and stakeholder outreach We carefully weigh internal necessities against external stakeholder requests: Ø Engage and explain Ø Adopt and integrate SWIPRA Services – June 2020 8
Exclusive Swiss partner of SWIPRA Services & Morrow Sodali Offering a unique set of complementary services Ø Together with our global partner, we provide a global network and a long track record of successful expert advisory Ø We support you in identifying your investors as well as proxy advisors’ and third party benchmark policies relevant for your company Ø We support your international engagement activities and the related relevant stakeholder communication SWIPRA Services – June 2020 9
Exclusive Swiss partner of SWIPRA Services & Morrow Sodali Offering a unique set of complementary services Together with our global partner, we provide tailor-made ESG services allowing our clients to effectively address relevant issues with their stakeholders: Ø Understand the influence of ESG rating providers on your investor base Ø Assess investors perception of weaknesses in your ESG proposition Ø Prepare, plan and execute ESG engagements Ø Support the board in preparing ESG engagements with investors Ø Provide updates on developments in sustainable investing SWIPRA Services – June 2020 10
Exclusive Swiss partner of SWIPRA Services Team CV’s Owners / Management Barbara A. Heller, MBA, Managing Partner Dr. Christoph Wenk Bernasconi, Ph.D., Senior Partner After completing her studies in economics at the Christoph Wenk Bernasconi is a Partner at SWIPRA University of Zurich in 1991, Barbara Heller joined Bank Services AG and Post-Doc at the Department of Banking Leu (today Credit Suisse) where she was working in the and Finance at the University of Zurich. field of international credit, project and trade finance for foreign Christoph is a founding member of SWIPRA and responsible for the corporate clients. She then moved to the business unit capital scientific approach of its projects and analyses. He is co-author of the markets / financial engineering, which she was heading as a SWIPRA Considerations for Corporate Governance and of the SFI managing director until 1996. Between 1997 and 2005, Barbara Whitepaper on corporate governance. Heller was a member of the Senior Management of Vontobel Further, Christoph is conducting empirical research and lectures in Investment Banking, taking responsibility for various Swiss and the field of corporate governance and corporate finance. international corporate finance and private equity transactions as well as consulting services for institutional investor groups and board After the successful completion of his coursework in the PhD members. Between 2005 and 2012, Barbara Heller was CFO of program of the Swiss National Bank in Gerzensee, Christoph Wenk Santhera Pharmaceuticals, Basel (SIX:SANN), leading the company’s wrote his thesis in the field of empirical corporate finance and IPO in 2006. She was also a board member of various subsidiaries. graduated in spring 2013. His research expertise is in the empirical analysis, in particular on topics of corporate governance and Barbara Heller is Of Counsel at Lemongrass Communications Ltd, corporate finance as well as corporate valuation member of the board of directors and chairwoman of the Audit Committee of Bank Cler Ltd, Basel, Vice-Chairwoman of the Swiss CFO Forum and Chairperson of the Jury of the Swiss CFO Award. She was member of the board of a large health insurance company, and is on boards of sport and non-profit organizations. Barbara received her Masters Degree in Economics and Business Administration, with an emphasis on financial economics, empirical research and banking from the University of Zurich. SWIPRA Services – June 2020 11
Exclusive Swiss partner of Morrow Sodali Team CV’s Andrea Bischoff, Managing Director Petra Becker, Account Manager Andrea has 20+ years experience in communications and Petra is working as an account manager for Proxy spent the past 13 years at D.F.King, where she advised Solicitation and M&A Transactions for clients in the listed companies including the largest Germanic Germanic markets. corporates in several hundred AGM campaigns, proxy contests and She supports companies with strategic advise on investor M&A situations. communication and general meeting related content, but also During the course of her career she has helped her listed clients to supervises the practical implementation and technical processes understand and effectively engage and communicate with their around general meetings. shareholders. As for the academic background, Andrea studied Petra´s thirteen years of work experience in the field of general politics, psychology and law at the Fernuniversität in Hagen. meetings have given here a detailed knowledge of different aspects of this business starting with the technical execution of the registration and voting process working for an AGM service provider (Haubrok CE) and a registrar. In the last eight years she has specialized in proxy solicitation and governance advisory, first establishing and leading the proxy department of ADEUS Aktienregister Service, then focusing on the international view of proxy and governance consultation at D.F.King, before she joint Morrow Sodali in 2018. SWIPRA Services – June 2020 12
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