Corporate Governance

Clearly defined powers and responsibilities, combined with transparent interaction between the Management and the supervisory bodies at all levels of the company, are the pillars of effective corporate governance at BCF.

The Swiss Code of Best Practice for Corporate Governance is aimed at Swiss public companies. It contains rules of conduct and recommendations. Each company is free to develop its own organisational principles. In this respect BCF has chosen to adopt certain of its recommendations.

Structure

Banque Cantonale de Fribourg is a legal entity under public law, separate from the government, and does not constitute a group within the meaning of the accounting standards applicable to the Bank. The Bank’s structure and organisation are presented in the organisational chart. BCF has no controlling interests, and is therefore not required to prepare consolidated financial statements. The participations are listed in the notes to the annual financial statements of this Annual Report.

Owner

The Canton of Fribourg owns 100% of the BCF.

Cross-shareholdings

BCF does not hold any cross-shareholdings.

Capital structure

The endowment capital of Banque Cantonale de Fribourg amounted to CHF 70 million as at 31 December 2024.

Over the past few years, equity (before profit distribution) has developed as follows, based on the accounting rules in force:

The Board of Directors meets both in plenary sessions and in special committees organized in accordance with Article 26, paragraph 2 of the BCF Law.

Composition and term of office

This committee is composed of at least three members, in accordance with Article 3.8.2 of the BCF General Regulations. They are elected for a term of four years. The members of the committee may be re-elected, but their maximum term of office may not exceed twelve years. The committee is composed of Yves Riedo (chairman), Urs Gauch (vice-chairman), Thomas Bachmann (member) and Paul Such (member).

Activities

The committee’s activities are governed by the FINMA circulars and are defined in the regulations of the Audit and Risk Committee.

Composition and term of office

The Compensation and Nomination Committee consists of three members and one deputy member. They are elected for a term of four years. The members of the committee may be re-elected, but their maximum term of office may not exceed twelve years. The committee consists of Alex Geissbühler (chairman), Dominique Jordan Perrin (member), Paul Such (member) and Yves Riedo (deputy member).

Activities

The Compensation and Nominiation Committee is responsible for reviewing the Bank’s compensation policy and determining the compensation of the Executive Board and the Head of Internal Audit. If necessary, it reviews and recommends the appointment of a new member of the Executive Board.

The General Regulations define how the executive bodies are organised, the scope of their responsibilities and authority, and the principles of the BCF’s business activity as a bank. In accordance with the provisions of the Banking Act, responsibility for operational management is delegated to the Management team.

BCF has a well-developed and standardised management information system (MIS) that enables the Board of Directors to fulfil their supervisory duties and check the powers delegated to the Management team. Each month, the Board of Directors receives a summary of the financial statements comparing the period’s results with the budget and the previous year, as well as reports on risk. It then compares the current situation with the corresponding limits. BCF also has an internal control system (ICS) designed to ensure that the Bank is operating properly. The systems and processes in place keep the Board of Directors periodically informed of relevant facts, events and developments.

At Board of Directors’ meetings, the CEO and other members of the Management team report on the operations of the business in their departments. The Chairman of the Board will immediately inform the Board of Directors in the case of extraordinary events.

The BCF has independent Risk Management and Compliance functions that report directly to the Audit and Risk Committee.

The Board of Directors and the Audit and Risk Committee are regularly informed about the functioning and adequacy of the internal control system as well as the strict compliance with regulatory provisions. In addition, they take note of the annual activity report of the risk and compliance functions.

In addition, in the event of irregularities or behavior contrary to the law, FINMA circulars, or the bank’s regulations and directives, the compliance function can be contacted directly by all employees, at any time and in complete discretion, via an anonymous whistleblowing platform.

Composition as of 01.01.2025

_ Fabien Emery, Head of Internal Audit
_ Julien Mardon, Senior Internal Auditor
_ Constantin Anatrà and Lionel Carron, Internal Auditors

Activities

The activities of the Board of Directors and in particular the Audit and Risk Committee are supported by the independent Internal Audit function and by the external auditor. Internal Audit reports to the Board of Directors. Internal Audit and the external auditing firm maintain an ongoing dialogue on risk assessment and the risk situation. Internal Audit and the external auditing firm each perform an independent risk analysis.

The Audit and Risk Committee adopts Internal Audit’s annual plan. The auditing services of Internal Audit and of the external auditing firm are coordinated with regard to their respective tasks. The Audit and Risk Committee monitors the activities of Internal Audit. A separate regulation defines Internal Audit’s working method. The results of Internal Audit’s controls are discussed at every Audit Committee meeting. In addition, Internal Audit prepares annual and semi-annual activity reports for the Board of Directors.

Ernst & Young SA, Lancy
Appointed by the Board of Directors on October 31, 2017.

The external auditing firm prepares its overall report and that of the financial auditor (in accordance with Article 728b, paragraph 1 of the Swiss Code of Obligations) as well as the report on the basic prudential audit. The overall report covers the financial year and is submitted to the Board of Directors. The report on the prudential audit covers the calendar year and is submitted to the Swiss Financial Market Supervisory Authority (FINMA), with a copy to the Board of Directors. Both reports are discussed by the Audit and Risk Committee of the Board of Directors in the presence of the external auditing firm.