Going forward and shaping the future
Corporate 
Governance 
Report

Corporate Reports 2022
Corporate Governance Report
Introduction
298
Content of the report
300
Governance bodies
301
GF share and shareholders
303
Blackout periods
309
Board of Directors
310
Members of the Board of Directors
322
Executive Committee
328
Members of the Executive Committee
329
Auditors
332
Communication and Investor Relations
333
Changes after the balance sheet date
334
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Corporate Reports 2022
Introduction by the Chairman of the 
Board of Directors
Dear Shareholders,
On behalf of the Board of Directors of GF, I am pleased to present the 2022 Corporate Governance chapter.
Headwinds were mastered
In 2022, the war in Ukraine had a significant impact on the European economy, including a sharp rise in input costs 
and interest rates, which could be compensated by well-managed price adjustments. Moreover, the government-
mandated lockdowns in most parts of China affected both our facilities and our supply chains in this important 
market.
With respect to China, only virtual interactions were possible for most of the year. However, we were able to take 
measures to minimize the impact of this situation, thanks to the high level of flexibility and dedication demonstrated 
by our local management and employees. Our heartfelt gratitude goes to them.
The April 2022 Annual Shareholders' Meeting was also held virtually for the third time on a statutory basis with 
dedicated channels opened to allow shareholders to ask questions. We will return to a regular in-person Annual 
Meeting format in April 2023.
Governance roadshows intensified
During the period under review, we continued to engage in a proactive dialogue with our shareholders and proxy 
advisors. These discussions were mostly held online and led by our Chairman, who was joined by our Independent 
Lead Director, the Chairwoman of our Compensation Committee and our Head of Investor Relations.
The feedback and updates we received during these exchanges were very helpful, and centered on topics such as 
Board recruitment, ESG and compensation. We certainly continue to proactively seek and engage in these dialogues, 
as they provide us with a valuable external perspective and welcome feedback that supports us in our ongoing 
development.
Board refreshment and diversity
Following worldwide searches, we have announced that we are proposing Michelle Wen and Monica de Virgiliis as 
new members of the Board of Directors at the next Annual Shareholders' Meeting on 19 April 2023. Furthermore, 
Jasmin Staiblin will not stand for re-election due to GF's twelve year-limit on Board tenure, while Riet Cadonau has 
decided not to stand for re-election for personal reasons.
Michelle Wen brings a wealth of experience in supply chains in several industries, including the automobile sector, a 
key market especially for GF Casting Solutions. Monica de Virgiliis' long tenure in the semiconductor industry and 
present responsibilities in the utility business will certainly support GF Piping Systems. Both Michelle Wen and 
Monica de Virgiliis would ideally complement our board. The skills of all board members are individually disclosed in 
this report (see 
). This serves as a basis for ongoing and future searches.
Diversity
Risk Management
The regular board risk management workshop took place in December 2022. The results of the workshop were 
compared to management views and reconciled. The Audit Committee deepened its cybersecurity risk analyses and 
monitored progress as presented by management.
Board Strategy Meeting
With Innovation as the strategic topic of the year, a two-day seminar was held in September to review GF's 
innovation roadmap in line with the Strategy 2025.
The management also presented this topic to analysts and investors at GF's sixth Capital Market Day. The event 
received a very positive feedback. Innovation is a key differentiator for GF. Its link and focus on Sustainability is well 
in line and congruent with GF's strategy.
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Corporate Reports 2022
Sustainability well-integrated into GF's activities
A key management objective is the share of products and services with environmental or social benefits. Thus drives 
both R&D and sales activities.
Consequently, GF must also be at the forefront with regards to its environmental journey and the reduction of 
greenhouse gas (GHG) emissions in its own facilities. In 2022, GF reached an important milestone in this area: the 
Science Based Target initiative (SBTi) validated the company's science-based targets to reduce GHG emissions along 
its value chain. These targets are fully aligned with the Paris Agreement to limit global warming to 1.5° C.
In addition, the combined report 2022 will for the first time integrate both financial and sustainability reporting. The 
Nomination and Sustainability Committee met four times to review and monitor progress on all above-mentioned 
topics.
Share split to widen scope of investors
A share split in the ratio 1:20 has been implemented in April 2022 in order to facilitate the entry of individual 
shareholders into GF's capital. The number of shareholders has increased to more than 20’000.
We thank all our investors for their trust in our company. We hope you find this report interesting and informative 
and look forward to continuing the dialogue with you, our shareholders and stakeholders.
Sincerely,
Yves Serra
Chairman of the Board of Directors
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Corporate Reports 2022
Content of the report
The present publication fulfills all obligations of the SIX Exchange Regulation directive on information relating to 
Corporate Governance and is based on the Swiss Code of Best Practice for Corporate Governance of Economiesuisse, 
the Swiss business federation. The 
 is presented in a separate chapter. All data and 
information apply to the reporting date as of 31 December 2022, unless otherwise noted. Any changes occurring 
before the approval of the Corporate Governance Report by the Board of Directors on 
 are listed at 
the end of this chapter. Any changes occurring after the editorial deadline can be found on our website.
Compensation Report
27 February 2023
This report provides information on structures and processes, areas of responsibility and decision-making 
procedures, control mechanisms, as well as the rights and obligations of the various stakeholders. GF also publishes 
the Articles of Association of Georg Fischer Ltd, the internal Organization and Business Rules, the Code of Conduct, 
and more information on the website.
www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
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Corporate Reports 2022
Governance bodies
Board of Directors
The members of the Board of Directors are elected individually by the Annual Shareholders' Meeting for a term of 
one year until the conclusion of the next ordinary Annual Shareholders' Meeting. Based on the Swiss Code of Best 
Practice for Corporate Governance from Economiesuisse, all members of the Board of Directors are non-executive 
and independent. Moreover, the Chairman of the Board of Directors does not simultaneously act as the CEO.
The Board of Directors assigns the preparation of businesses to the following three standing committees:
▪Audit Committee
▪Compensation Committee
▪Nomination and Sustainability Committee
At the end of 2022, the Board of Directors was composed of eight members, with diversity of background, 
experience, nationalities, skills, and knowledge. Three of the eight (38%) members of the Board of Directors are 
female. The three committees each consist of three members, with every members of the Board of Directors 
belonging to at least one committee. Information on the members of the Board of Directors’ backgrounds can be 
found in the chapter 
.
Members of the Board of Directors
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Management structure
The Board of Directors appoints the persons entrusted with the management. The CEO, supported by the other 
members of the Executive Committee, bears responsibility for the management of the GF Corporation, where this is 
not delegated to the divisions or the Corporate Staff Units. The Presidents of the divisions, supported by the Heads of 
the Business Units and Service Centers, bear responsibility for the management of the divisions. The Corporate Staff 
Units support the Board of Directors and the Executive Committee in their supervisory and management functions.
Compensation, shareholdings, and loans
Information regarding the compensation paid to and shareholdings of the members of the Board of Directors and 
Executive Committee, as well as loans granted to those individuals can be found in the 
 and in 
note 
 of the financial statements of Georg Fischer Ltd.
Compensation Report
4 Additional information
Corporate structure and affiliated companies
The parent company of all GF Corporate Companies is Georg Fischer Ltd. It is incorporated under Swiss law and 
domiciled in Schaffhausen (Switzerland). Georg Fischer Ltd is listed on the SIX Swiss Exchange (GF; security 
number: 116 915 100). Its share capital is CHF 4’100’898, and its market capitalization was CHF 4’642 million as of 
31 December 2022 (previous year: CHF 5’680 million).
The GF Corporation has three operational divisions: GF Piping Systems, GF Casting Solutions, and GF Machining 
Solutions, plus the Corporate Staff Units Finance & Controlling and Corporate Development. The GF organization 
structure is displayed in the chapter 
 in the Business Report.
Organization of GF
An overview of all affiliated companies in the scope of consolidation can be found in the notes to the consolidated 
financial statements in note 
. The list contains the company name, domicile, share capital, 
and percentage held by GF.
4.2 Corporate companies
Memberships
As a leading Swiss industrial company, GF is actively involved in important industrial associations in Switzerland. 
The CEO of GF is a member of the Council of the Board of Swissmem, the leading association for SMEs and large 
companies in the Swiss technology industry. GF managers are also actively involved in working groups and training 
courses. Swissmem is one of the contracting parties to the collective labor agreement for all employees in industry, 
a cornerstone of the social partnership with the trade unions that has existed in Switzerland for over 70 years.
GF is also committed to SwissHoldings, the association of multinational companies based in Switzerland. At 
SwissHoldings, GF actively participates in expert groups. At the local level, the GF Corporation is a founding member 
of IVS, the Schaffhausen Chamber of Commerce and Industry. GF's CFO is a member of the IVS's Board of Directors 
and GF managers actively participate in various working groups. These associations are important contacts for the 
authorities and represent the interests of their members in public issues and matters to be voted on.
GF also holds significant roles in the "Vereinigung Schweizerischer Unternehmen" in Germany, the "Schweizerische 
Management Gesellschaft", the local association ITS Industrie- und Technozentrum Schaffhausen in Switzerland and 
the "Komittee Weltoffene Zürich", where company’s representatives serve in different functions on board level.
In the year under review, membership fees of CHF 0.15 million were paid, and no contributions were made to any 
political parties or to individual politicians.
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Corporate Reports 2022
GF share and shareholders
Share
Capital and share information
Fully paid-in share capital amounts to CHF 4’100’898 and is divided into 82’017’960 registered shares each with a 
par value of CHF 0.05. Each registered share has one vote at the Annual Shareholders’ Meeting. The authorized 
capital and the conditional capital amount to a maximum of 8’000’000 shares in total. This would allow the share 
capital to be increased by a maximum of 9.75%. The maximum authorized or conditional capital is reduced by the 
amount that authorized or conditional capital is created by the issue of bonds or similar debt instruments or new 
shares.
By no later than 19 April 2024, the maximum authorized share capital will be CHF 400’000 divided into no more than 
8’000’000 registered shares, each with a par value of CHF 0.05. Moreover, the share capital may be increased via the 
conditional capital by a maximum of CHF 400’000 through the issue of no more than 8’000’000 fully paid-in 
registered shares, each with a par value of CHF 0.05, through the exercise of conversion rights and/or warrants 
granted in connection with the issuance on capital markets of bonds or similar debt instruments of the company or 
one of its GF Corporate Companies. As of 31 December 2022, no such bonds or similar debt instruments were 
outstanding. The beneficiaries and the conditions and modalities of the issue of authorized capital are described in § 
4.4a) of the Articles of Association of Georg Fischer Ltd and those of conditional capital in § 4.4b) of the Articles of 
Association of Georg Fischer Ltd.
www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
The subscription to and acquisition of the new shares, and any subsequent transfer of the shares, are subject to the 
statutory restrictions on transferability.
There are no participation or profit-sharing certificates.
Restrictions on transferability
Entry in the company’s share register as a shareholder or beneficiary with voting rights is subject to the approval of 
the Board of Directors. Approval of registration is subject to the following conditions: a natural person or legal entity 
may not accumulate, either directly or indirectly, more than 5% of the registered share capital. Persons who are 
bound by capital or voting rights, by consolidated management or similar, or who have come to an agreement for the 
purpose of circumventing this rule, shall be deemed as one person.
Nominee registrations
Persons who hold shares for third parties (referred to as "nominees") are only entered in the share register with 
voting rights if the nominees declare their willingness to disclose the names, addresses, and shareholdings of those 
persons on whose behalf they hold the shares. The same registration limitations apply, mutatis mutandis, to 
nominees as to individual shareholders.
Cancellation or amendment of restrictions
The cancellation or easing of the restrictions on the transferability of registered shares requires a resolution of the 
Annual Shareholders’ Meeting passed by at least two-thirds of the shares represented and an absolute majority of 
the par value of the shares represented.
Convertible bonds and options
There are no outstanding convertible bonds, and GF has issued no options.
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Corporate Reports 2022
Share split
The Annual Shareholders' Meeting on 20 April 2022 approved the proposed share split in the ratio of 1:20, resulting 
in 82’017’960 registered shares at a par value of CHF 0.05 each. The split shares traded for the first time on the SIX 
Swiss Exchange on 28 April 2022 with the new ticker symbol "GF", new ISIN (CH1169151003) and new security 
number (116 915 100). In the interest of comparability, all per share figures have been adjusted accordingly.
Share information
As of 31 December
2022
2021
2020
2019
2018
 
 
 
 
 
 
Share capital
   
 
 
 
 
Number of registered shares1
82’017’960
82’017’960
82’017’960
82’017’960
82’017’960
 
Thereof entitled to dividend1
82’017’960
82’017’960
82’017’960
82’017’960
82’017’960
 
 
 
 
 
 
Number of registered shareholders
20’987
18’907
18’518
19’767
15’521
 
 
 
 
 
 
Share prices in CHF
   
 
 
 
 
Highest (intraday)1
74.50
77.45
57.50
52.95
71.00
 
Lowest (intraday)1
45.86
53.55
25.90
36.68
36.50
 
Closing1
56.60
69.25
57.00
49.15
39.33
 
 
 
 
 
 
 
Earnings per share in CHF1
3.37
2.62
1.41
2.12
3.43
 
 
 
 
 
 
Price-earnings ratio
17
26
41
23
11
 
 
 
 
 
 
Market capitalization
   
 
 
 
CHF million
4’642
5’680
4’675
4’031
3’225
As % of sales
116
153
147
108
71
As % of equity attributable to 
shareholders of Georg Fischer Ltd
290
386
346
289
233
 
 
 
 
 
 
 
Cash flow from operating activities 
per share in CHF1
3.98
3.52
4.18
3.89
4.85
 
 
 
 
 
 
 
Equity attributable to shareholders of 
Georg Fischer Ltd
per share in CHF1
19.56
17.98
16.53
17.05
16.87
 
 
 
 
 
 
Proposed/paid dividend in CHF million
107
82
62
103
103
 
 
 
 
 
 
 
Proposed/paid dividend
per share in CHF1
1.30
1.00
0.75
1.25
1.25
 
 
 
 
 
 
Pay-out ratio in %
39
38
53
60
36
1 In April 2022, a 1:20 share split was conducted, see paragraph "Share split". Previous years figures have been adjusted accordingly
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Corporate Reports 2022
Ticker symbols
▪Bloomberg: GF SW
▪Reuters: GF.S
▪Security number: 116 915 100
▪ISIN: CH1169151003
Share price 2018–2022
Market capitalization and earnings per share
As of 31 December 2022, the market capitalization stood at CHF 4’642 million (previous year: CHF 5’680 million) and 
earnings per share at CHF 3.37 (previous year adjusted for share split: CHF 2.62).
Proposed dividend payment
At the Annual Shareholders’ Meeting for the year under review, the Board of Directors will propose the payment out 
of retained earnings of a dividend in the amount of CHF 1.30 per share (previous year adjusted for share split: 
CHF 1.00).
Shareholders
Significant shareholders and shareholder groups
As of 31 December 2022, one shareholder had shareholdings above 5%. Impax Asset Management Limited, London 
(Great Britain), had shareholdings of 5.01%, according to the last disclosure notification published on 4 March 2020. 
Four shareholders had shareholdings of between 3% and 5%. The BlackRock Group, held directly or indirectly by 
BlackRock Inc., New York (USA), had shareholdings of 4.88%, according to the last disclosure notification published 
on 22 April 2022. Swisscanto Fondsleitung AG, Zurich (Switzerland), had shareholdings of 3.0357%, according to the 
last disclosure notification published on 25 June 2022. Credit Suisse Funds AG, Zurich (Switzerland), had 
shareholdings of 3.02%, according to the last disclosure notification published on 17 March 2022. Furthermore, UBS 
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Corporate Reports 2022
Fund Management (Switzerland) AG, Zurich (Switzerland), had shareholdings of 3.01%, according to the last 
disclosure notification published on 23 September 2021.
In the year under review, six disclosure notifications were published, with four of the filings relating to BlackRock 
Inc., New York (USA), and one each to Credit Suisse Funds AG, Zurich (Switzerland) and Swisscanto 
Fondsleitungs AG, Zurich (Switzerland).
Disclosure notifications pertaining to shareholdings in Georg Fischer Ltd that were filed with Georg Fischer Ltd and 
the SIX Swiss Exchange are published on the latter’s electronic publication platform and can be accessed via the 
following link:
www.six-exchange-regulation.com/en/home/publications/significant-shareholders.html
Cross-shareholdings
There are no cross-shareholdings or shareholder pooling agreements with other companies.
Shareholdings of members of the Board of Directors, the Executive Committee, and the 
Senior Management
A total of 828’673 Georg Fischer Ltd shares were held by members of the Board of Directors, the Executive 
Committee, and the Senior Management as of 31 December 2022 (previous year adjusted for share split: 769’940):
 
Number of
Georg Fischer shares
as of 31 Dec. 2022
 
Number of
Georg Fischer shares 
as of 31 Dec. 20211
 
 
 
 
Members of the Board of Directors2
338’344
313’060
 
Members of the Executive Committee2
54’340
43’480
Members of the Senior Management
435’989
413’400
Total
828’673
769’940
 
 
 
In % of issued shares
1.01%
0.94%
1 In April 2022, a 1:20 share split was conducted, see paragraph "Share split". Previous year figures have been adjusted accordingly
2 Shareholdings of the individual members of the Board of Directors and Executive Committee are disclosed in note 4.5 of the financial statement of 
Georg Fischer Ltd
The shares of the share-based compensation program are either treasury shares or repurchased on the market.
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Corporate Reports 2022
Number of registered shareholders as of 31 December 2022
Number of shares
Number of registered
shareholders
Shares in %
 
 
 
1-100
4’316
0.3%
101-1’000
12’542
6.4%
1’001-10’000
3’732
12.4%
10’001-100’000
362
8.8%
100’001-1’000’000
29
9.7%
> 1’000’000
6
18.0%
Total registered shareholders/shares
20’987
55.6%
Unregistered shares
 
44.4%
Total
 
100.0%
Registered shareholders per type as of 31 December 2022
 
Shareholders in %
Shares in %
 
 
 
Individual shareholders
94.0%
40.4%
Legal entities
6.0%
59.6%
Total
100.0%
100.0%
Registered shareholders per country as of 31 December 2022
 
Shareholders in %
Shares in %
 
 
 
Germany
7.0%
3.5%
Great Britain
0.4%
12.0%
Switzerland
89.1%
76.5%
USA
0.3%
3.4%
Other countries
3.2%
4.6%
Total
100.0%
100.0%
Shareholders’ rights
As of 31 December 2022, Georg Fischer Ltd had 20’945 shareholders with voting rights (previous year: 18’861), most 
of whom reside in Switzerland. The number of registered shareholders who hold the shares as fiduciary is 42. To 
maintain this broad base, the Articles of Association of Georg Fischer Ltd provide for the statutory restrictions 
summarized hereinafter.
Restriction on voting rights
The total number of votes exercised by one person for their own shares and shares for which they vote by proxy may 
not exceed 5% of the votes of the company’s total share capital. Persons bound by capital or voting rights, by 
consolidated management, or otherwise acting in concert for the purpose of circumventing this provision are 
deemed to be one person.
The restriction of voting rights under § 4.10 of the Articles of Association of Georg Fischer Ltd may be revoked only 
by a resolution of the Shareholders’ Meeting, passed by a two-thirds majority of the shares represented and an 
absolute majority of the par value of the shares represented.
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Corporate Reports 2022
Proxy voting
A shareholder may, on the basis of a written power of attorney, be represented at the Annual Shareholders’ Meeting 
by another shareholder entitled to vote or the independent proxy. Shareholders can also confer powers of attorney 
and issue instructions to the independent proxy electronically. Partnerships may be represented by a partner or 
authorized signatory, legal entities by a person authorized by law or the Articles of Association, married persons by 
their spouse, wards by their legal guardians, and minors by their legal representative, regardless of whether such 
representatives are shareholders or not.
Statutory quorum
For specific legal and statutory reasons (§ 12.2 of the Articles of Association of Georg Fischer Ltd), the following 
resolutions of the Shareholders’ Meeting require a majority greater than the simple majority as laid down by law for 
votes. At least two-thirds of the shares represented and an absolute majority of the par value of the shares 
represented must be in favor of:
▪the cases listed in Art. 704 para. 1 CO
▪the alleviation or withdrawal of limitations upon the transfer of registered shares
▪the creation, extension, alleviation, or withdrawal of the voting restrictions
▪the amendments to § 16.1 of the Articles of Association of Georg Fischer Ltd
▪the removal of restrictions concerning the passing of resolutions by the Shareholders’ Meeting
Convocation of the Annual Shareholders’ Meeting
No regulations exist which deviate from those stipulated by law.
Agenda
Shareholders representing a minimum of 0.3% of the share capital may request that an item be added to the agenda. 
The application must be submitted in writing no later than 60 days before the Annual Shareholders’ Meeting and 
must specify the item to be discussed and the shareholder’s proposal.
Entry in the share register
The deadline for entering shareholders in the share register with regard to attendance at the Annual Shareholders’ 
Meeting is around ten days before the date of the Annual Shareholders’ Meeting. The deadline is mentioned in the 
invitation to the Annual Shareholders’ Meeting.
Change of control
The Articles of Association of Georg Fischer Ltd do not contain any regulations governing "opting-out" or "opting-up". 
Since 1 January 2014, the contractually agreed notice period for the members of the Executive Committee has been 
twelve months. Furthermore, a change of control will result in the cancellation of all existing disposal limitations for 
shares allocated according to the share plan. In the event of a change of control, bondholders, and banks have the 
right to demand the immediate repayment of bonds and loans before they fall due.
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Blackout periods
The disclosure of the Blackout Period is based on the Directive on Information relating to Corporate Governance of 
the SIX Exchange Regulation.
Rules apply to the trading of Georg Fischer Ltd shares by members of the Board of Directors, Executive Committee 
and employees of the GF Corporation.
In accordance with the Code of Conduct and Corporate Instructions of the GF Corporation regarding the handling of 
insider information, members of the Board of Directors, the Executive Committee, and employees who are in 
possession of confidential information are not permitted to carry out transactions involving shares or other financial 
instruments of Georg Fischer Ltd during blackout periods. There were no exceptions to this rule in the 2022 financial 
year.
General blackout periods start when year-end forecasts – based on November’s month-end reports – are first 
communicated internally and finish when the Corporate Reports are published, and when mid-year forecasts – 
based on May’s month-end reports – are first communicated internally through to the publication of the Mid-Year 
Report. In the 2022 reporting year, the blackout period for the mid-year financial statements started on 13 June and 
for the annual financial statements on 8 December.
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Corporate Reports 2022
Board of Directors
As of 31 December 2022
Responsibilities
The Board of Directors has ultimate responsibility for supervising and monitoring the management of Georg 
Fischer Ltd. The Board of Directors is responsible for all matters vested to it by the law or the Articles of Association 
of Georg Fischer Ltd, provided it has not delegated these to other bodies. These are in particular:
▪decisions on corporate strategy and the organizational structure
▪appointing and dismissing members of the Executive Committee
▪organizing finance and accounting
▪determining the annual and investment budgets
Unless otherwise provided for by law or the Articles of Association of Georg Fischer Ltd, the Board of Directors 
delegates operational management to the CEO, who is assisted in this task by the Executive Committee. The extent to 
which competencies are delegated by the Board of Directors to the Executive Committee and the nature of the 
cooperation between the Board of Directors and the Executive Committee are defined by the Organization and 
Business Rules.
www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
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Elections and term of office
As per § 16.2 of the Articles of Association of Georg Fischer Ltd, the members of the Board of Directors have to be 
elected individually for one year, and their term of office ends at the next ordinary Annual Shareholders’ Meeting. Re-
election is possible.
According to the GF Organization and Business Rules, each member must resign their mandate at the Annual 
General Meeting following their 72 birthday, and in principle the maximum term of office of twelve years may not be 
exceeded. For all members of the Board of Directors, age and term of office are within these limits. The average 
term of office of members of the Board of Directors is six years.
www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
2022
At the 126th Annual Shareholders’ Meeting on 20 April 2022, Ayano Senaha was newly elected and seven existing 
members of the Board of Directors were confirmed for one additional year. After the Annual Shareholders’ Meeting, 
the Board of Directors was composed of eight members.
Internal organizational structure
Pursuant to § 16.3 of the Articles of Association of Georg Fischer Ltd, the Annual Shareholders’ Meeting elects a 
member of the Board of Directors as its Chairman for the period of one year until the next ordinary Annual 
Shareholders’ Meeting has been concluded. Re-election is possible.
With the exception of the election of a Chairman of the Board of Directors, who is elected by the Annual 
Shareholders’ Meeting, the Board of Directors constitutes itself by electing a Vice Chair from within its ranks once a 
year. Yves Serra was confirmed as Chairman of the Board of Directors. Hubert Achermann, who was re-elected as a 
member of the Board of Directors, continues to serve as Vice Chairman and Independent Lead Director.
In addition, pursuant to § 20.1 of the Articles of Association of Georg Fischer Ltd, the Annual Shareholders’ Meeting 
elects the members of the Compensation Committee.
Diversity
The Board of Directors consists of six to nine members. Each member normally belongs to at least one of the three 
standing committees. When members are elected, the focus is on their experience in board, executive and 
management functions, legal, audit, compliance, overseas experience, sustainability, digitalization and innovation as 
well as the gender. The Board of Directors aims to achieve a proper balance of skills and knowledge, taking into 
account the main strategic focus of the GF Corporation, its international orientation, and the accounting 
requirements of listed companies. Expert knowledge in innovation and digitalization is being gradually expanded.
The Board of Directors consists of members from five different countries. Three of the eight members of the Board 
of Directors are female (quota of 38%). On 18 August 2022, GF proposed Michelle Wen for election to the Board of 
Directors at the next Annual Shareholders' Meeting on 19 April 2023. Michelle Wen would add a top executive with a 
wealth of experience in global purchasing and supply chain matters. On 17 November 2022, GF announced that 
Monica de Virgiliis will be proposed for election to the Board of Directors, while Jasmin Staiblin will not stand for re-
election due to reaching the maximum term of office of twelve years and Riet Cadonau for personal reasons. Monica 
de Virgiliis would complement our board as highly experienced senior executive with her deep knowledge in energy 
and semiconductor fields, two key markets of GF. Subject to acceptance for election as members of the Board of 
Directors, four of the eight members of the Board of Directors will be female after the 2023 Annual Shareholders’ 
Meeting (quota of 50%). The skills and knowledge required of the Board of Directors are broadly covered, and are as 
follows:
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Corporate Reports 2022
Criteria
 
Board
In a public listed company or large (private) company
CEO
In a public listed company or large (private) company
CFO
In a public listed company or large (private) company
Executive Committee
In a public listed company or large (private) company
Legal/audit/compliance
Legal degree, at least five years in a leading position in the legal/compliance field or senior audit function in a 
leading audit firm
Overseas experience
At least three years in a management position outside of own region
Sustainability
Head Sustainability of a large company, Chairperson of the Sustainability Committee of a large company
Digitalization
At least three years' experience in leading digitalization projects, Chief Digital Officer (CDO) of a large company
Innovation
At least three years' experience in innovation as Chief Technology Officer (CTO)/Head R&D or Chairperson 
Innovation Committee of a large company
For the criteria, the size of a listed or large (private) company corresponds to a turnover of more than CHF 500 million.
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Nationality1, 2
100%
50% Switzerland
13% Brazil
13% France
13% Germany
13% Japan
Tenure 2
100%
38% < 5 years
38% 5 to 8 years
25% 9 to 12 years
Gender2
100%
38% Women
63% Men
In case of dual citizenship, the country of origin is indicated.
1 
 Due to rounding, the numbers presented in the charts may not add up 
precisely to 100 percent.
2
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Independence
Based on the Swiss Code of Best Practice for Corporate Governance from Economiesuisse all eight members of the 
Board of Directors are non-executive and independent. There are no significant business relationships between 
members of the Board of Directors or the companies or organizations they represent and Georg Fischer Ltd or a GF 
Corporate Company.
Independent Lead Director
Following the election of Yves Serra as the new Chairman of the Board of Directors, the Board of Directors elected 
the new Vice Chairman Hubert Achermann additionally as Independent Lead Director. The Independent Lead 
Director, together with the other independent members of the Board of Directors, will ensure efficient control and 
supervision in compliance with best Corporate Governance practices. By creating a strong position of Independent 
Lead Director with Hubert Achermann, GF is ensuring strict compliance with broadly accepted corporate governance 
guidelines. A brief description of the role and responsibilities of the Independent Lead Director is available on the GF 
website. In 2022, the Independent Lead Director held bilateral meetings with the members of the Board of Directors 
as well as several bilateral meetings with the CEO and the CFO.
www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
Mandate
Pursuant to § 21 of the Articles of Association of Georg Fischer Ltd, a member of the Board of Directors may at one 
and the same time hold no more than four additional mandates as a member of the supreme managerial or 
governing body of listed legal entities and no more than ten additional mandates as a member of the supreme 
managerial or governing body of not listed legal entities.
In addition, a member of the Board of Directors may not hold more than ten mandates that he or she exercises by 
order of the company, in legal entities belonging to the member’s own family, in a professional or industry 
association, or in a charitable institution.
Mandates of associated companies or institutions, which are exercised in the function as a member of the supreme 
managerial or governing body of a legal entity, together count as one mandate.
Board refreshment and succession planning
The Chairman of the Board of Directors, supported by the Nomination and Sustainability Committee, is responsible 
for succession planning for the Board of Directors.
An individual job profile is created based on the future requirements of the Board of Directors, the results of the 
annual self-evaluation and the diversity and skill requirements listed in the skills matrix (in the separate section 
). An executive search agency that fulfills the criteria listed in the requirements specification is usually 
commissioned to initiate the search for a new member of the Board of Directors. The Nomination and Sustainability 
Committee is responsible for creating the job profile and conducting the initial screening of candidates. Candidates 
are also interviewed by the Chairman and other members of the Board of Directors personally before any 
nominations are proposed. The Nomination and Sustainability Committee makes a subsequent recommendation to 
the whole Board of Directors, which then decides whom to propose for nomination to the shareholders at the 
forthcoming Annual Shareholders’ Meeting. The Head of Corporate HR provides support throughout the process.
Diversity
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Areas of responsibility
The members of the three standing Board Committees are listed at the beginning of this chapter. The Board 
Committees provide preliminary advice to the Board of Directors and do not make any definitive decisions. They 
discuss the issues assigned to them and make proposals to the Board of Directors as a whole. The CEO attends the 
meetings of the Board Committees, but is not entitled to vote. Minutes of the committee meetings are sent to all 
members of the Board of Directors. The Chairs of the individual committees also provide a verbal report at the next 
meeting of the Board of Directors and submit any proposals.
Working methods of the Board of Directors
Decisions are made by the Board of Directors as a body. Members of the Executive Committee also take part in board 
meetings for agenda items relating to the company’s business, but are not entitled to vote. Only the CEO is present 
when personnel topics are dealt with. Personnel topics affecting him directly are treated in his absence. Invitations 
to board meetings list all the items that the Board of Directors, a Board Committee, or the CEO wish to discuss. All 
those attending a board meeting receive detailed written material on the proposals in advance.
Number of meetings
8
Number of attendees
8
Average duration (hours)
5:20
Meeting attendance
100%
Overview meetings
 
Yves Serra, Chairman
8/8
Hubert Achermann
8/8
Riet Cadonau
8/8
Peter Hackel
8/8
Roger Michaelis
8/8
Eveline Saupper
8/8
 
Ayano Senaha1
6/6
Jasmin Staiblin
8/8
1 Ayano Senaha was elected as a new member of the Board of Directors at the Annual Shareholders' Meeting 2022.
The Board of Directors meets at least four times a year under the leadership of its Chairman. In the year under 
review, the Board of Directors held eight meetings. In addition to the five regular meetings, two extraordinary 
meetings were held to discuss and decide on operational issues of strategic importance. The annual strategy 
meeting was held in the reporting year as part of a visit to GF's Losone (Switzerland) site, was devoted to GF’s 
innovations strategy, and was spread over four hours. Of the five regular and two extraordinary meetings, two lasted 
a full day, three half a day, and two were shorter. The average duration of the meetings was 5:20 hours. The dates of 
the regular meetings are generally set well in advance to enable all members to attend personally. In the year under 
review, some of the meetings were held virtually. The attendance rate was 100 percent. The three standing Board 
Committees held a total of twelve meetings. To this end, a temporary committee, which also included the Chairman 
and the Vice Chairman, held one meeting to discuss and deliberate on governance matters of the GF Corporation.
External consultants are brought in for their services when specific topics are involved. Further information is 
provided in the section on the Board Committees.
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Self-evaluation
In line with the recommendations in the Swiss Code of Best Practice for Corporate Governance published by 
Economiesuisse, the Board of Directors carries out an annual self-evaluation of its work and that of its committees. 
The Board of Directors then discusses the results of the self-evaluation. The Chairman of the Board of Directors also 
conducts a structured bilateral meeting with each member of the Board of Directors. After every meeting of the 
Board of Directors, its process and the discussions are evaluated so that any potential improvements can be 
identified and implemented.
In 2022, the Board of Directors again conducted the self-evaluation, the results of which were discussed at the Board 
of Directors meeting in December 2022. Their findings will be implemented in the new reporting period.
Audit Committee
The Audit Committee consists of three members of the Board of Directors.
In the year under review, the Audit Committee held four ordinary meetings, which lasted 3:45 hours on average. As 
focus topics for 2022, the Audit Committee addressed the activities in the area of mergers and acquisition (M&A), risk 
management and sustainability reporting. All members of the Audit Committee attended all meetings. The Chairman 
of the Board of Directors, the CEO, the CFO, the Head of Corporate Controlling, the Head of Internal Audit, and the 
representatives of the external auditor also take part in the meetings.
Number of meetings
4
Number of attendees
3
Average duration (hours)
3:45
Meeting attendance
100%
Overview meetings
 
Hubert Achermann, Chairman
4/4
Peter Hackel
4/4
Jasmin Staiblin
4/4
The Audit Committee supports the Board of Directors in monitoring accounting and financial reporting, supervises 
the internal and external audit function, assesses the efficiency of the internal control system including risk 
management and compliance with legal and statutory provisions, and issues its opinions on transactions concerning 
equity and liabilities at Georg Fischer Ltd. It also focuses on ensuring cyber- and IT-security and assessing due 
diligence processes in M&A transactions. The Audit Committee also decides whether the GF Corporate Reports, 
comprising the consolidated financial statements of the GF Corporation and the financial statements of Georg 
Fischer Ltd, can be recommended to the Board of Directors for presentation to the Annual Shareholders’ Meeting.
At the request of the Audit Committee, the external auditor also provides information on current questions related to 
upcoming changes in accounting and legal amendments.
https://www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
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Compensation Committee
The Compensation Committee consists of three members of the Board of Directors, who are elected on a yearly basis 
by the Annual Shareholders’ Meeting.
In the year under review, the Compensation Committee held four ordinary meetings, each of which lasted one to two 
hours. The average meeting duration was 1:10 hours. All Compensation Committee meetings were consistently 
attended by all of the Compensation Committee members. In addition, the CEO and the Head of Corporate HR and, if 
necessary, the Head of Corporate Compensation & Benefits attend the meetings.
Number of meetings
4
Number of attendees
3
Average duration (hours)
1:10
Meeting attendance
100%
Overview meetings
 
Eveline Saupper, Chairwoman
4/4
 
Hubert Achermann1
2/4
Riet Cadonau
4/4
 
Roger Michaelis2
2/4
1 Hubert Achermann has resigned from the Compensation Committee at his own request as of the Annual Shareholders' Meeting 2022.
2 Roger Michaelis was elected as a new member of the Compensation Committee at the Annual Shareholders' Meeting 2022.
The Compensation Committee supports the Board of Directors in setting compensation policy at the highest 
corporate level. It uses knowledge of internal and external compensation specialists about market data from 
comparable companies in Switzerland, in addition to publicly available data obtained on the basis of compensation 
disclosures. Furthermore, based on internal and external sources, common market practices and stakeholder 
expectations are continuously evaluated by the Compensation Committee. The Compensation Committee proposes to 
the Board of Directors the total amount of compensation to be paid to the entire Executive Committee and the CEO.
https://www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
Nomination and Sustainability Committee
The Nomination and Sustainability Committee consists of three members of the Board of Directors. The Chairman of 
the Board of Directors is also Chairman of the Nomination and Sustainability Committee.
In the year under review, the Nomination and Sustainability Committee held four ordinary meetings, which lasted 
2:00 hours on average. All members of the Nomination and Sustainability Committee attended all meetings. The 
meetings are held separately in two parts for the Nomination and Sustainability topics. In addition to the members of 
the committee, the CEO and the Head of Corporate HR are present during the Nomination session, while the CEO, the 
CFO, the Head of Corporate Sustainability, and other specialists from the GF Corporation attend the Sustainability 
session.
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Nomination
Sustainability
Nomination and Sustainability
Number of meetings
4
4
4
Number of attendees
3
3
3
Average duration (hours)
1:00
1:00
2:00
Meeting attendance
100%
100%
100%
 
Nomination
Sustainability
Nomination and Sustainability
Yves Serra, Chairman
4/4
4/4
4/4
Hubert Achermann
4/4
4/4
4/4
 
Roger Michaelis1
2/4
2/4
2/4
 
Ayano Senaha2
2/4
2/4
2/4
1 Roger Michaelis has resigned from the Nomination and Sustainability Committee as of the Annual Shareholders' Meeting 2022.
2 Ayano Senaha was elected as a new member of the Nomination and Sustainability Committee by the Board of Directors at the Annual Shareholders' 
Meeting 2022.
The focus in the area of nominations is on supporting the Board of Directors with succession planning and the 
selection of suitable candidates for the Board of Directors and the Executive Committee. The CEO and Head of 
Corporate HR inform the Nomination and Sustainability Committee annually about succession planning at the Senior 
Management levels, the talent pipeline within Senior Management, and the diversity situation. For specific 
recruitments at the Board of Directors and Executive Committee level, services of headhunters are hired (see 
separate section 
).
Board refreshment and succession planning
The committee’s focus in the area of sustainability is on advising the Board of Directors on the sustainability 
strategy, targets, initiatives, and legislation relating to environment, social, and governance (ESG), and includes the 
review of the annual Sustainability Report and supporting management in responding to stakeholders.
In the 2022 reporting year, the committee’s main focus was on the commitment of the Science Based Targets and 
validation through SBTi, sustainability reporting in connection with the Indirect Counter-Proposal to the Corporate 
Responsibility Initiative, the implementation of the EU Taxonomy, and the development of global ESG reporting 
requirements.
In the year under review, GF conducted one further mandatory equal pay analysis in Switzerland with a certified 
external partner using the well accepted L&M-Aba R® method. This became necessary because one GF company in 
Switzerland has exceeded 100 employees, thus requiring an analysis. The outcome confirms compliance with GF’s 
internal equal pay for equal work pay practices and guidelines. The audit of this analysis conducted in 2022 is still 
pending. The analyses conducted in the previous year were verified by an independent external auditor.
https://www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
Information and control instruments
The Board of Directors is informed in detail about business performance every month. The members of the Board of 
Directors receive the monthly report. In addition to an introductory commentary on the current course of business by 
the CEO and CFO, it contains the most important key figures for the course of business and the monthly closing as 
well as a preview of the next three months and the year-end. These key figures are broken down by GF Corporation, 
divisions, and GF Corporate Companies. The Executive Committee presents and comments on business performance, 
and presents its assessment of business performance for the coming months at board meetings. It also presents all 
important topics to the Board of Directors.
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In addition, the Board of Directors regularly receives the forecast containing the expected figures at year-end. Once a 
year, the Board of Directors receives and approves the budget of the GF Corporation and the divisions for the 
following year. The Board of Directors holds as a general rule a two-day meeting once a year to discuss the 
strategies of the divisions and the GF Corporation as a whole. Once a year, it holds a workshop on the GF 
Corporation’s risk profile, and is updated about the measures taken to minimize and control risk.
The Chairman of the Board of Directors receives the invitations and minutes of the Executive Committee and 
Corporate Staff Meetings. The development of the Innovation Strategy 2025 provided the Chairman of the Board of 
Directors and the members of the Board of Directors with an additional opportunity for in-depth discussions with 
management. In the year under review, the Board of Directors visited GF sites in Italy (Milan region) and Switzerland 
(Ticino). The Chairman of the Board of Directors, accompanied by the CEO and, depending on the topic and location, 
other members of the Executive Committee, visited customers and GF sites in Germany, Singapore, Malaysia and 
Japan. At several meetings, the Board of Directors was informed by internal and external experts about global 
trends and developments, and discussed the insights gained. The Executive Committee was present at these 
presentations.
Internal Audit
Internal Audit reports to the Chairman of the Audit Committee operationally and to the CFO administratively. Based 
on the audit plan approved by the Audit Committee, GF Corporate Companies are audited either annually or every 
two to five years, depending on the risk assessment and based on a comprehensive audit program. In the year under 
review, 44 internal audits were conducted. The audit reports are reconciled with the management of the audited GF 
Corporate Companies or responsible functions and distributed to the line managers, the external auditor, the 
Executive Committee, the Audit Committee as well as the Chairman of the Board of Directors. Audit reports with 
significant findings are presented to and discussed in the Audit Committee.
Internal Audit ensures that all discrepancies arising in internal and external audits are addressed and submits a 
report to the Executive Committee and the Audit Committee. The Head of Internal Audit prepares an annual report, 
which is discussed by the Executive Committee and the Audit Committee. During the year, the Head of Internal Audit 
informs the Audit Committee of any changes to the audit plan and of the progress of planned audits. He also serves 
as the secretary of the Audit Committee.
Corporate Compliance
The Service Center Law & Compliance informs the Board of Directors and the Executive Committee about legal 
issues and significant changes to the law. The Corporate Compliance Officer (CCO) is appointed by the CEO and in this 
function reports to the General Counsel; he informs the CEO directly, if necessary. The CCO helps GF Corporate 
Companies comply with the law, internal directives, and the GF Corporation’s principles of business ethics in their 
business activities, in particular through preventative measures and training in the divisions along with information 
and advice provided to the GF Corporate Companies. The Executive Committee, in consultation with the CCO, defines 
priority issues. Furthermore, all GF employees have the possibility to report compliance violations also anonymously 
to the CCO. In line with the EU Directive on the protection of whistleblowers, an additional confidential reporting 
channel, the 
, was already implemented in 2021, which complements existing systems. These 
reporting channels for anonymous reports are accessible to all GF employees and third parties. In the year under 
review, 19 notifications were reported via this channel, all of which concerned common labor disputes. 18 reports 
were closed in the reporting year, one report is still pending.
GF Transparency Line
https://www.bkms-system.com/georgfischer_en
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A number of compliance measures were implemented in 2022:
▪Roughly 3’500 internal e-learnings were conducted on anticorruption, competition, and cartel law, export 
controls and trade restrictions as well as personal data protection
▪Ongoing advice and support for internal audits
▪Continuation of specific compliance measures for intermediaries (e.g. ongoing checks regarding the 
appropriateness of the engagement of and the compensation paid to intermediaries as well as examination of 
their ownership structure so as to avoid conflicts of interest)
▪Advice on the prevention of business with sanctioned persons and organizations
▪Advice on questions relating to export controls, cartel law, and labor law
▪Support of the Business Unit Controllers, among others through compliance questions, risk assessments, and 
internal controls
▪Further expansion of measures for personal data protection pursuant to GDPR and the (new) Swiss Data 
Protection Act
▪Event-driven internal investigations in cases of suspected misconduct at GF or intermediaries of GF
www.georgfischer.com/en/about-gf/sustainability-at-gf/code-of-conduct.html
Risk management
The Board of Directors and the Executive Committee attach great importance to the thorough handling of risks in the 
areas of strategy, finance, markets, management & resources, operations, and sustainability. The Head of the 
Service Center Investor Relations and Risk Management acts as the Chief Risk Officer (CRO) and, in this function, 
reports directly to the CEO. The CRO is supported in this task by a risk officer from each of the three divisions. 
Together with the Head of Strategy, the Head of Internal Audit, the Head of Corporate Compliance, the Head of 
Sustainability and the Corporate Risk and Insurance Manager, they form under the leadership of the CRO the 
Corporate Risk Council. In the year under review, this council met once to coordinate activities in connection with risk 
management.
In addition, the CRO conducted workshops with the management of the three divisions as well as with the Executive 
Committee to analyze the risk situation, discuss measures to mitigate the risks, and define the actual top risks of 
each unit. The results of these discussions were presented to the Board of Directors during its risk management 
workshop in December 2022. The purpose of this workshop was also to define the main risks to the GF Corporation 
from the perspective of the Board of Directors and to compare these with the risk assessment of the members of the 
Executive Committee. The outcome of this workshop and the measures adopted to reduce or control the risks will be 
summarized in the Risk Report 2022, which will be presented to the Board of Directors in February 2023 for 
discussion and approval.
At the beginning of the reporting year 2022, the Board of Directors decided to extend the 
 to 
cover all risk management in order to deepen this topic at board level. These adjustments were approved by the 
Board of Directors in February 2022 and became effective.
Audit Committee Charter
https://www.georgfischer.com/en/investors/environmental-social-governance/corporate-
governance.html
The handling of financial and operational risks is explained in the notes to the consolidated financial statements in 
note 
.
3.7 Risk management
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Assessment of the Executive Committee
The Board of Directors evaluates and assesses the performance of the Executive Committee and its members at 
least once a year in the absence of the Executive Committee members. The Board of Directors must approve any 
appointments of Executive Committee members to external Boards of Directors or to high-level political or other 
public functions.
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Members of the Board of Directors
As of 31 December 2022
Yves Serra
Chairman of the Board of Directors
1953 (France and Switzerland)
Engineering degree from École Centrale de Paris 
(France); MSc in Civil Engineering from the 
University of Wisconsin-Madison (USA)
Board member since 2019, Vice Chairman 2019–
2020, Chairman since 2020
 
Chairman of the Nomination and Sustainability 
Committee
Committees
 
Independent member
Corporate Governance
 
Deputy Commercial Attaché at the French 
Embassy in Manila (Philippines) (1977–1979); 
Customer Service Engineer for Alstom in France 
and South Africa (1979–1982); various positions at 
Sulzer in France and Japan (1982–1992); various 
positions at GF (1992–2019), Managing Director of 
Charmilles Technologies Japan and Regional Head 
of Sales Asia (1992–1998), Head of Charmilles 
(1998–2003), Head of GF Piping Systems (2003–
2008), President and CEO of Georg Fischer Ltd 
(2008–2019)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
Chairman of the Board of Directors of Stäubli 
Holding AG; member of the Board of BNP Paribas 
Switzerland (both Switzerland); Advisor 
Sustainability Committee of Recruit Holdings and 
of Asset Management One, Tokyo (both Japan)
Further professional activities and functions
Hubert Achermann
Vice Chairman and Independent Lead 
Director
1951 (Switzerland)
Dr. iur, attorney, graduated in Law at the University 
of Bern (Switzerland)
Board member since 2014, Vice Chairman and 
Independent Lead Director since 2020
 
Chairman of the Audit Committee
Member of the Nomination and Sustainability 
Committee
Committees
 
Independent member
Corporate Governance
 
Legal advisor at FIDES Treuhandgesellschaft in 
Zurich (1982–1987), Head of the company's 
Lucerne office (1987–1994), Partner and Vice 
Chairman of the Board of Directors of the newly 
created KPMG Schweiz (1992–1994), member of 
the four-person Executive Board, responsible for 
tax and law (1994–2004), CEO of KPMG Schweiz 
and performed several key roles for KPMG 
International (2004–2012), first Lead Director of 
KPMG International and member of the KPMG 
Global Board (2009–2012)
Professional background, career
 
Member of the Board and Head Audit Committee of 
UBS Switzerland AG (Switzerland)
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
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Riet Cadonau
Member of the Board of Directors
1961 (Switzerland)
B.A. in Business and Economics of the University of 
Basel (Switzerland); M.A. in Economics and 
Business Administration from the University of 
Zurich (Switzerland); INSEAD Advanced 
Management Program AMP (France)
Board member since 2016
 
Member of the Compensation Committee
Committees
 
Independent member
Corporate Governance
 
Various positions at IBM Switzerland (1990–2001), 
ultimately member of the Executive Board and 
Director of Global Services; various positions as 
member of the Executive Board of Ascom Group 
(2001–2005, from 2007–2011 as CEO); in between 
due to an Ascom divestment, Managing Director 
and Senior Vice President at ACS Inc. (later Xerox); 
CEO of Kaba Group, today dormakaba Group 
(2011–2018), Chairman and CEO of dormakaba 
Group (2018-2021), Chairman (as of 2021)
Professional background, career
 
Member of the Board of Directors at Zehnder 
Group (Switzerland)
Involvement in governing bodies of other listed 
corporations
 
Chairman Swiss-American Chamber of Commerce, 
Zurich (Switzerland)
Further professional activities and functions
Peter Hackel
Member of the Board of Directors
1969 (Switzerland)
Dr. sc. nat. ETH; Master and PhD in Biochemistry 
and Molecular Biology from the Swiss Federal 
Institute of Technology (ETH) in Zurich 
(Switzerland); degree in Business Administration 
at the Open University of Hagen (Germany)
Board member since 2020
 
Member of the Audit Committee
Committees
 
Independent member
Corporate Governance
 
Various management positions at McKinsey and 
Geistlich Biomaterials (Switzerland); various 
management positions at Straumann AG, 
ultimately as Head of Group Controlling and 
member of Executive Management Group 
Straumann AG (2004–2011); CFO of the global 
segment Oerlikon Drive Systems (2011–2013); CFO 
of Straumann Group (2014–2022); CFO of Syntegon 
(since 2023)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
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Roger Michaelis
Member of the Board of Directors
1959 (Brazil and Germany)
Studied Business Administration at the University 
of São Paulo (Brazil), post-graduate degree in 
Management and Strategy at Krupp Foundation 
Munich (Germany) and Babson College (USA)
Board member since 2012
 
Member of the Compensation Committee
Committees
 
Independent member
Corporate Governance
 
Various positions at Osram Group (1988–2012), 
ultimately as CEO at Osram Brazil and Head of 
Human Resources of Osram in Latin America 
(2004–2012); prior to this CFO at Osram 
subsidiaries in India and Brazil; Partner and 
Director of Verocap Consulting, São Paulo, (Brazil) 
(since 2012)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
Managing Director and owner of Verocap 
Consulting; Corporate CFO and Head of Corporate 
HR of Bentonit União Group Ltd. São Paulo; 
Chairman of the Advisory Board of Mast Group Ltd. 
Sao Paulo; Chairman of the Supervisory Board of 
the Institute of the German Hospital Oswaldo Cruz 
São Paulo (all Brazil)
Further professional activities and functions
Eveline Saupper
Member of the Board of Directors
1958 (Switzerland)
Dr. iur, attorney and certified Tax Expert, 
graduated in Law at the University of St. Gallen 
(Switzerland)
Board member since 2015
 
Chairwoman of the Compensation Committee
Committees
 
Independent member
Corporate Governance
 
Legal and Tax Advisor at Peat Marwick Mitchell 
(now KPMG Fides) (1983–1985); Attorney at Baker 
& McKenzie (1985–1992); Employee (1992–1994), 
Partner (1994–2014) and of counsel at Homburger 
AG (2014–2017)
Professional background, career
 
Member of the Board of Directors of Flughafen 
Zurich AG, Clariant AG and Forbo Holding AG (all 
Switzerland)
Involvement in governing bodies of other listed 
corporations
 
Member of the Board of Directors of Stäubli 
Holding AG; member of the Board of Trustees of 
UZH Foundation (both Switzerland)
Further professional activities and functions
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Ayano Senaha
Member of the Board of Directors
1982 (Japan)
B.A. in Economics from the Waseda University 
Tokyo (Japan)
Board member since 2022
Member of the Nomination and Sustainability 
Committee
Committees
Independent member
Corporate Governance
 
Various management positions at Recruit Holdings 
and its group companies since 2006: 
Representative at Corporate Planning and Solution 
Sales (2006–2012); Director of Advantage 
Resourcing UK (2013–2015); Executive Manager at 
Recruit Holdings (2015–2018), located in Tokyo 
(Japan); Chief of Staff at Indeed Inc., Austin (USA) 
(2018–2019); Corporate Executive Officer at 
Recruit Holdings (since 2018). Currently, she is 
COO, member of the Executive Committee, and 
member of the Board of Recruit Holdings, where 
she chairs the Sustainability Committee
Professional background, career
—
Involvement in governing bodies of other listed 
corporations
—
Further professional activities and functions
Jasmin Staiblin
Member of the Board of Directors
1970 (Germany and Switzerland)
Double degree in Electrical Engineering and 
Physics from the Technical University Karlsruhe 
(Germany) and Royal Institute of Technology 
Stockholm (Sweden)
Board member since 2011
 
Member of the Audit Committee
Committees
 
Independent member
Corporate Governance
 
Various positions at ABB, including in Switzerland, 
Sweden and Australia (1997–2006), Country 
Manager of ABB Switzerland (2006–2012); CEO of 
Alpiq Holding AG (2013–2018)
Professional background, career
 
Board member of Zurich Insurance Group 
(Switzerland) and NXP Semiconductors N. V. 
(Netherlands)
Involvement in governing bodies of other listed 
corporations
 
Chair of the Board of Directors of Rolls-Royce 
Power Systems AG (Germany)
Further professional activities and functions
325

Corporate Reports 2022
Designated members of the Board 
of Directors (to be proposed for 
election in April 2023)
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Monica de Virgiliis
1967 (Italy and France)
Masters in Electronics Engineering: Politecnico di 
Torino (Italy)
Independent member
Corporate Governance
1993–1996 Manufacturing Engineer at Magneti 
Marelli Electronics Division (Italy); 1996–2001 
Program Manager at the Alternative Energies and 
Atomic Energy Commission (CEA) (France); 2001–
2015 several executive roles at STMicroelectronics 
(Switzerland), since 2005 as Vice President and 
including General Manager of the Wireless 
Multimedia Division (2007–2010) and ultimately as 
Vice President Corporate Strategy & Development 
(2013–2015); 2015–2016 Vice President & General 
Manager Industrial Microcontrollers at Infineon 
Technologies (Germany); 2017–2019 Chief 
Strategy Officer of the Alternative Energies and 
Atomic Energy Commission (CEA) in Paris (France)
Professional background, career
Chairwoman of the Board of Directors of SNAM 
(Italy) and member of the Supervisory Board of 
ASM International (Netherlands)
Involvement in governing bodies of other listed 
corporations
Co-founder and Chairwoman of the Board of 
Directors of Chapter Zero France, the French 
branch of the Climate Governance Initiative built on 
the World Economic Forum’s Principles for 
Effective Climate Governance
Further professional activities and functions
Michelle Wen
1965 (France)
B.A. in International Business from American 
Christ’s College in Taipei (Taiwan); Economics & 
Accounting at the London School of Economics 
(UK); MBA from ESCP-EAP in Paris (France); 
Executive Management at INSEAD (France) and 
The Wharton School, University of Pennsylvania 
(USA)
Independent member
Corporate Governance
 
1993–1997 several management positions at 
Thomson Multimedia (France and USA); 1997–
2000 at Philips (now Continental AG) (Germany and 
France), ultimately as Senior Alliance Manager; 
2000–2008 at Renault-Nissan (France), ultimately 
as Senior Global Supplier Account Manager for 
Vehicle Body Purchasing; 2008–2012 Vice 
President of Sourcing & Supplier Quality 
Development at Alstom Transport; 2012–2016 
Group Sourcing & Procurement Vice President at 
Vallourec (France); 2016–2017 Group Supply Chain 
Management Technology Director & Board 
member at Vodafone (Luxembourg); 2017–2022 
several Executive Board positions at Opel Vauxhall 
(also Board member in 2018/2019), 
PSA&Stellantis Group (Germany, France and 
Netherlands), ultimately as member of the 
Executive Committee Group of Opel Vauxhall, PSA 
and Stellantis as Chief Global Purchasing & 
Supplier Quality Officer
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
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Corporate Reports 2022
Executive Committee
As of 31 December 2022
The CEO is responsible for the management of the GF Corporation. Under his leadership, the Executive Committee 
addresses all issues of relevance to the GF Corporation, takes decisions within its remit, and submits proposals to 
the Board of Directors. The Heads of the three Divisions and two Corporate Staff Units are responsible for drafting 
and achieving their business objectives and for managing their units autonomously. No management responsibility is 
delegated to third parties at the Executive Committee level (management contracts).
Members
As of 31 December 2022, the Executive Committee was composed of the following members: Andreas Müller, CEO 
and at the same time Head of Corporate Development; Joost Geginat, President of GF Piping Systems; Carlos Vasto, 
President of GF Casting Solutions; Ivan Filisetti, President of GF Machining Solutions; Mads Joergensen, CFO and 
Head of Corporate Finance & Controlling. There were no changes in the Executive Committee in the year under 
review.
Mandate
Pursuant to § 23a of the Articles of Association of Georg Fischer Ltd, a member of the Executive Committee may at 
one and the same time hold no more than one additional mandate as a member of the supreme managerial or 
governing body of listed legal entities and no more than five additional mandates as a member of the supreme 
managerial or governing body of not listed legal entities. These mandates must be approved by the Board of 
Directors.
In addition, a member of the Executive Committee may not hold more than ten mandates that he or she exercises by 
order of the company, in legal entities belonging to the member’s own family, in a professional or industry 
association, or in a charitable institution.
Mandates of associated companies or institutions and involvement in professional or industry associations, which 
are exercised in the function as a member of the supreme managerial or governing body of a legal entity, shall 
together count as one mandate.
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Members of the Executive 
Committee
As of 31 December 2022
Andreas Müller
Chief Executive Officer, CEO
1970 (Germany)
Degree in Business Administration (Dipl.-
Betriebswirt FH), from the University of Applied 
Sciences (HTWG), Constanz (Germany)
Member of the Executive Committee since 2017, 
CEO since 2019
 
Various positions at GF (since 1995), including 
Head of Controlling of GF Piping Systems, 
Schaffhausen (1998–2000), Head of Operations for 
GF Piping Systems companies in Australia (2000–
2002), Head of Controlling Business Unit Industry & 
Utility of GF Piping Systems, Schaffhausen (2002–
2008), CFO of GF Casting Solutions (2008–2016), 
CFO of Georg Fischer Ltd (2017–2019), CEO of 
Georg Fischer Ltd (since 2019)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
Member of the Executive Committee of Swissmem 
and of the Chapter Board “Doing Business in USA” 
of the Swiss American Chamber of Commerce 
(both Switzerland)
Further professional activities and functions
Mads Joergensen
Chief Financial Officer, CFO
1969 (Denmark and Switzerland)
Bachelor in Economics and Business 
Administration from Aarhus Business School, 
Aarhus (Denmark); Master in Economics & 
Business Administration from Copenhagen 
Business School, Copenhagen (Denmark), and 
University of Washington, Seattle (USA); studies in 
Risk & Restructuring/Advanced Corporate Finance 
at London Business School, London (UK)
Member of the Executive Committee since 2019
 
Project Manager of Perot Systems Consulting 
(Icarus Consulting AG), Zurich (1995–1998); 
Manager Corporate Finance of Gate Gourmet 
International, Zurich (1998–2000); Strategic 
Investments Manager/Director Strategic 
Investments of TFC – The Fantastic Corporation, 
Zug (2000–2001); Associate Director (M&A) of 
Ernst & Young AG, Corporate Finance, Zurich 
(2001–2003); Head of Strategic Planning of GF 
Piping Systems, Schaffhausen (2003–2009), CFO of 
GF Piping Systems (2009–2019), CFO of Georg 
Fischer Ltd (since 2019)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
Member of the Board of IVS Industrie- und 
Wirtschafts-Vereinigung Region Schaffhausen
Further professional activities and functions
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Corporate Reports 2022
Joost Geginat
President of GF Piping Systems
1966 (Germany and Switzerland)
Degree in Business Management from the 
University of Cologne (Germany) and International 
Management from École des Hautes Études 
Commerciales (HEC) Paris (France); Dipl. 
Kaufmann degree and CEMS Master
Member of the Executive Committee since 2016
 
Various management functions at Roland Berger 
Strategy Consultants (Germany, Switzerland and 
Asia) (1995–2014); Senior Managing Director and 
Partner at AlixPartners (Switzerland) (2014–2016); 
President of GF Piping Systems (since 2016)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
Carlos Vasto
President of GF Casting Solutions
1963 (Brazil and Italy)
Degree in Metallurgical Engineering from 
Mackenzie University, São Paulo (Brazil); Bachelor 
of Business Administration GSBA from the 
Graduate School of Business Administration, 
Zurich (Switzerland)
Member of the Executive Committee since 2018
 
Various positions at GF Casting Solutions (1987–
2000), Head of Production at former GF Casting 
Solutions site, Lincoln (UK) (2000–2003), Managing 
Director GF Casting Solutions, Lincoln (UK) (2003–
2005); Executive Vice President Acotecnica SA 
(Brazil) (2005–2010), Managing Director Intra do 
Brazil (2011–2015); General Manager GF Linamar 
(USA) (2015–2018), President of GF Casting 
Solutions (since 2018)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
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Corporate Reports 2022
Ivan Filisetti
President of GF Machining Solutions
1969 (Switzerland and Italy)
Mechanical Engineering degree in Automation and 
Robotics from the Magistri Cumancini technical 
institute, Como (Italy)
Member of the Executive Committee since 2020
 
Various management positions at AGIE Losone 
(Switzerland) (1990–2000); Operations Manager at 
Gildemeister Italiana (DMG Group) (Italy) (2000–
2005); Operations and Division Manager at 
Samputensili (Italy) (2005–2008); Managing 
Director at GF AgieCharmilles (Switzerland) (2009–
2012); Vice President Operations (COO) at GF 
Machining Solutions (Switzerland) (2013–2020); 
President of GF Machining Solutions (since 2020)
Professional background, career
 
—
Involvement in governing bodies of other listed 
corporations
 
—
Further professional activities and functions
331

Corporate Reports 2022
Auditors
Mandate
In 2012, PricewaterhouseCoopers, Zurich (Switzerland), was elected as external auditor. Beat Inauen has been the 
auditor in charge since the Annual Shareholders’ Meeting in 2019. He will assume the responsibility of the audit for 
no longer than seven years. The statutory auditor is elected at the Annual Shareholders’ Meeting for a term of one 
year.
Audit fees
In 2022, services provided by PricewaterhouseCoopers in connection with the audit of the financial statements of 
Georg Fischer Ltd, the GF Corporation, and the GF Corporate Companies resulted in worldwide fees of 
CHF 2.41 million (previous year: CHF 2.38 million). For additional services, PricewaterhouseCoopers received in 2022 
fees of approximately CHF 0.31 million (previous year: CHF 0.52 million), thereof CHF 0.13 million (previous year: 
CHF 0.1 million) for consulting mandates in connection with accounting and reporting, CHF 0.05 million (previous 
year: CHF 0.28 million) for services related to tax advice and CHF 0.13 million (previous year: CHF 0.14 million) for 
further consultancy fees.
Supervisory and control instruments
The external auditor informs the Audit Committee in writing about relevant auditing activities and findings as well as 
other important information regarding the audit of the GF Corporation. The auditor in charge of the external auditor 
attended the four ordinary meetings of the Audit Committee.
The Audit Committee reviews and evaluates the effectiveness and independence of the external auditors annually. 
For this purpose, Internal Audit reviews all auditing services rendered by external auditors for the GF Corporation 
and their costs. The Audit Committee bases its evaluation on the following criteria:
▪Quality of the documents and reports provided to the Audit Committee and the management
▪Time taken and costs
▪Quality of oral and written reports on individual aspects and pertinent questions relating to accounting, auditing, 
or additional consulting mandates
In cooperation with internal and external audit, the Audit Committee evaluates the potential for improvements 
regarding the collaboration, the processing of assignments, and the interfaces or overlapping of internal and 
external audit work.
For the evaluation, the members of the Audit Committee use first of all the knowledge and experience which they 
have acquired as a result of similar functions at other companies. Internal Audit also issues an annual list of all 
services rendered by external auditors for the GF Corporation and their costs. The costs for the annual audits of 
Georg Fischer Ltd, the GF Corporation, and of all GF Corporate Companies were approved by the Audit Committee. 
Further services from PricewaterhouseCoopers are examined by the Head of Internal Audit and, depending on the 
amount, approved either by the CFO or by the Managing Directors of the respective GF Corporate Companies.
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Corporate Reports 2022
Communication and Investor 
Relations
Corporate Communications and Investor Relations are the two Service Centers responsible for all stakeholder 
information. The content of communication is primarily based on GF’s Strategy 2025 and vision. Communication with 
all GF stakeholders is active, open, and timely with all stakeholders. If possible and permissible under the ad hoc 
regulations of the Swiss stock exchange, employees are notified first.
The renewal of communication channels and content that was started with the launch of the Strategy 2025 was 
pursued further in 2022. The image film launched at the end of 2021 was used in an adapted form as a PR campaign. 
During the vacation months with high passenger numbers, the "Going forward" motto was displayed on around 100 
screens at Zurich Airport. This film also received several awards, including the top prize at the German Business 
Film Awards in the category "Economy well presented".
Another highlight of 2022 was the launch of the new We@GF Intranet at the end of November. This new platform 
allows us to reach all employees, even those without direct PC access, in an uncomplicated way through a modern, 
user-friendly mobile app and thus to promote dialogue.
The "Globe" magazine has been redesigned in terms of its look and content, and provides employees with in-depth 
information about current topics within the company. On social media channels, our visibility has been expanded and 
GF created an Instagram account in fall 2022. The growing number of followers and interactions underscores our 
successful strategy of growing slowly but sustainably, and thus continuously increasing awareness among the 
various user groups.
The shares of Georg Fischer Ltd are listed on the SIX Swiss Exchange. GF is therefore subject to the requirements on 
ad hoc publicity stipulated in the listing rules and the directive on ad hoc publicity. This relates to the obligation to 
report any share price-sensitive facts. GF also maintains a dialogue with investors and journalists at events and 
roadshows.
Subscription to an e-mail service for GF news is free of charge. All media releases, Corporate Reports, and Mid-Year 
Reports as well as important publications go online at 
 at the same time as they are 
published. Shareholders receive the short version of the Corporate Reports and the Mid-Year Report, and other 
interested parties can order them.
www.georgfischer.com
www.georgfischer.com/en/investors/ad-hoc-media-releases.html
www.georgfischer.com/subscriptionservice
Daniel Bösiger 
Head Investor Relations/CRO
daniel.boesiger@georgfischer.com
 
Beat Römer 
Head of Corporate Communications
beat.roemer@georgfischer.com
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Corporate Reports 2022
Changes after the balance sheet 
date
Between 
 and the approval of the Corporate Governance Report by the Board of Directors on 
27 February 2023, no changes occurred.
1 January 2023
The Board of Directors of GF will propose to the 2023 Annual Shareholders' Meeting amendments to its Articles of 
Association, in particular to implement changes imposed by the revised Swiss Corporate Law that entered into force 
on 1 January 2023.
334