Board of Directors

Peter Spuhler Member of the Board of Directors

Peter Spuhler (1959)

Member of the Board of Directors

Swiss national
Independent member

First election to Board
2009

Educational and professional background
Owner of Stadler Rail AG, Bussnang, until IPO in April 2019; largest shareholder (40 percent) since IPO; Group CEO a. i. from May 2020 until December 31, 2022.

Other activities and interests
Since 1989 Chairman of the Board at Stadler Rail AG, Bussnang (and several other companies of the Stadler Rail Group); since 2006 at PCS Holding AG, Frauenfeld; since 2018 at Aebi Schmidt Holding AG, Frauenfeld; since 2007 at Rana Aps AG, Warth‑Weiningen; since 2008 at DSH Holding AG, Warth-Weiningen, Vice Chairman; since 2013 at Allreal Holding AG, Baar, member of the Board of Directors; since 2018 at European Loc Pool AG, Frauenfeld; since 2022 at Sönmez Transformer Company (STS), Dilovasi (Türkiye); since 2024 at PMT Management AG, Frauenfeld; since 2022 at Florhof Immobilien AG, Zurich; since 2024 at Wohnpark Promenade AG, Frauenfeld; since 2017 at Chesa Sül Spelm AG, Frauenfeld; since 2019 at Robert Bosch GmbH, Stuttgart (Germany), member of the Supervisory Board; since 2019 at Robert Bosch Industrietreuhand KG, Stuttgart (Germany), listed partner; since 2004 at Tele D, Diessenhofen, member of the Board of Trustees; 2011 at Swissmem, Zurich, member of the Executive Committee; since 1999 at LITRA, Berne, member of the Executive Committee and Vice President; 1999–2012 member of the Swiss federal parliament (Nationalrat).

Committees
–

Executive/non-executive
Non-executive.

Thomas Oetterli Chairman of the Board of Directors

Thomas Oetterli (1969)
Chairman
Member of the Board of Directors

Swiss national
–

First election to Board
2023; Chairman since 2024

Educational and professional background
Lic. oec., University of Zurich

Since 2024 Rieter Holding Ltd., Winterthur, Chairman of the Board of Directors; since 2023 Rieter Management AG (since 2024 Rieter AG), Winterthur, Chief Executive Officer and member of the Group Executive Committee of Rieter Holding Ltd., Winterthur; 2022 Nokera Group, Rüschlikon, CEO; 2016–2022 Schindler Group, Ebikon, CEO; 2013–2016 Schindler Group China, Shanghai, CEO; 2010–2013 Schindler Europe North & East, Ebikon, President; 2006–2009 Schindler Schweiz, Ebikon, Managing Director; 2003–2006 Schindler Germany, Berlin, CFO; 2002–2003 C. Haushahn Aufzüge GmbH & Co. KG, Stuttgart, Managing Director; 2000–2001 Haushahn Group, Stuttgart, CFO.

Other activities and interests
SFS Group, Heerbrugg, Chairman of the Board of Directors; Swissmem, Zurich, member of the Council.

Committees
–

Executive/non-executive
Executive.

Roger Baillod Vice Chairman of the Board of Directors Lead independent Director
Chairman of the Audit Committee

Roger Baillod (1958)
Vice Chairman
Lead Independent Director

Swiss national
Independent member

First election to Board
2016; Vice Chairman since 2022

Educational and professional background
Degree in Business Economics FH, certified Public Accountant; since 2017 Professional Board Member; 1996–2016 Bucher Industries AG, Niederweningen (Switzerland), Chief Financial Officer and member of the Group Management.

Other activities and interests
Since 2017 Ed. Geistlich Söhne AG für chemische Industrie, Schlieren, Vice Chairman of the Board of Directors; since 2021 Geistlich Pharma AG, Wolhusen, member of the Board of Directors; since 2013 BKW AG, Berne, member of the Board of Directors and since 2021 Chairman of the Board of Directors.

Committees
Chairman of the Audit Committee.

Executive/non-executive
Non-executive.

Hans-Peter Schwald Member of the Board of Directors Member of the Audit Committee,
the Remuneration and the Nomination Committee

Hans-Peter Schwald (1959)
Member of the Board of Directors

Swiss national
Independent member

First election to Board
2009

Educational and professional background
Lic. iur. HSG; lawyer; senior partner in the legal practice of Valfor Attorney-at-law Association, Berne, Brussels, Geneva, Lausanne, Sion, Zug and Zurich.

Other activities and interests
Since 2011 Autoneum Holding AG, Winterthur, Chairman of the Board; since 1989 Stadler Rail AG, Bussnang, Vice Chairman of the Board; (and several other companies of the Stadler Rail Group); since 2014 VAMED Management und Service Schweiz AG, Zihlschlacht, Chairman of the Board; since 1997 Rehaklinik Zihlschlacht AG, Zihlschlacht, Chairman of the Board of Directors; since 2014 Swiss VAMED Rehakliniken, Chairman of the Board of Directors; since 1998 AVIA Association of independent Swiss importers and suppliers of energy products, Cooperative, Zurich, Chairman of the Board of Directors (1988-1998 Delegate of the Board of Directors); member of the Board of Directors of other Swiss Stock Corporations.

Committees
Member of the Audit Committee, the Remuneration Committee and the Nomination Committee.

Executive/non-executive
Non-executive.

Carl Illi Member of the Board of Directors Member of the Audit Committee

Carl Illi (1961)
Member of the Board of Directors

Swiss national
Independent member

First election to Board
2017

Educational and professional background
Lic. oec. HSG; since 2014 CWC Textil AG Group, Zurich, co-owner; since 2009 CWC Textil AG, Zurich, and Swisstulle AG, Münchwilen, Chairman of the Board of Directors.

Other activities and interests
Since 2017 Swiss Textiles – Swiss Textile Federation, Zurich, Chairman; since 2014 Swiss Textile College, Zurich, member of the Board of Directors; 1999–2011 Swiss Association of Textile Specialists, Reinach, Chairman; since 2020 economiesuisse, Zurich, member of the Board Committee.

Committees
Member of the Audit Committee.

Executive/non-executive
Non-executive.

Sarah Kreienbühl Member of the Board of Directors Chairwoman of the Remuneration Committee and the Nomination Committee

Sarah Kreienbühl (1970)
Member of the Board of Directors

Swiss and French national
Independent member

First election to Board
2022

Educational and professional background
Lic. phil. I, University of Zurich; since 2023 Kühne+Nagel International AG, Schindellegi, member of the Management Board, Chief Human Resources Officer with additional responsibility for the Group’s Environmental, Social and Governance (ESG) as well as the Quality, Health, Safety and Environment (QSHE) strategy; 2018–2022 Federation of Migros Cooperatives, member of the Executive Board; Migros Group, Head Human Resources and Corporate Communications; 2004–2017 Sonova Group, Stäfa, Group VP Corporate Human Resources and from 2012 Group VP Corporate Communications.

Other activities and interests
President of the Swiss Management Society.

Committees
Chairwoman of the Remuneration Committee and the Nomination Committee.

Executive/non-executive
Non-executive.

Jennifer Maag Member of the Board of Directors Member of the Audit Committee

Jennifer Maag (1969)
Member of the Board of Directors

Swiss and German national
Independent member

First election to Board
2024

Educational and professional background
BA Political Economy, University of California, Berkeley, since 1999 Founder and Managing Partner of Capital Concepts International AG, Zurich; 1996–1999 Senior Manager KPMG Corporate Finance, Zurich; 1992–1996 Deloitte & Touche, Zurich and Munich.

Other activities and interests
Since 2024 Artemis Holding AG, Hergiswil, Chairwoman of the Board; since 2022 Kardex Holding AG, Zurich, Member of the Board, Chairwoman Audit Committee, Chairwoman ESG Steering Group; since 2020 Weidmann Holding AG, Rapperswil, Member of the Board; since 2020 UZH Foundation (University of Zurich), Zurich, member of the Foundation Board and of the Investment Committee.

Committees
Member of the Audit Committee.

Executive/non-executive
Non-executive.

Daniel Grieder Member of the Board of Directors Member of the Remuneration Committee and the Nomination Committee

Daniel Grieder (1961)
Member of the Board of Directors

Swiss national
Independent member

First election to Board
2022

Educational and professional background
HWV; since June 2021 HUGO BOSS AG, Metzingen (Germany), CEO; 2010–2020 various positions at PVH, most recently as Global CEO Tommy Hilfiger and CEO PVH Europe; from 2004 various roles with Tommy Hilfiger; 1985–2004 management of own sales agency, from 1997 also active for Tommy Hilfiger.

Other activities and interests
Owner of Fountain Holding SA, Brissago.

Committees
Member of the Remuneration Committee and the Nomination Committee.

Executive/non-executive
Non-executive.

Members of the Board of Directors

Pursuant to the Articles of Association, the Board of Directors of Rieter Holding Ltd. consists of at least five and at most nine members. At the 2024 Annual General Meeting, Bernhard Jucker, Chairman of the Board of Directors, stepped down from his position. Thomas Oetterli was elected as the new Chairman of the Board of Directors at the 2024 Annual General Meeting, and has since held the dual position of CEO and Chairman. At the same time, Roger Baillod was appointed as Lead Independent Director to ensure good corporate governance. Except for Thomas Oetterli, no other member of the Board of Directors serves in an executive capacity. All other directors are independent in accordance with the Swiss Code of Best Practice for Corporate Governance.

The management structure within the Board of Directors is periodically reviewed.

Competence profile of the Board of Directors

The current composition of the Board of Directors covers in particular the following key competencies:

In connection with the nomination of the Chairman of the Board of Directors, the members of the Board of Directors and the Committees, the Nomination Committee draws up a profile of the requirements to be met by the candidates, prepares the selection according to these criteria and submits proposals to the Board of Directors.

Group Secretary

Patrick Houweling, attorney-at-law, lic. iur., Executive-M.B.L.-HSG, General Counsel of Rieter Holding Ltd., has been Secretary to the Board of Directors since April 2024; he is not a member of the Board of Directors.

Election and term of office

Each person elected to the Board of Directors serves a term of office of one year. Nominations for election to the Board of Directors are made with a view to achieving a balanced composition of this body. Consideration is given to industrial expertise, particularly in the machinery and textile industries, international management and professional experience, as well as various aspects of diversity. Rieter aims to increase the proportion of women on the Board of Directors to 30 percent as from the Annual General Meeting 2024.

Directorships outside the Group

No member of the Board of Directors may hold more than 15 other directorships, of which no more than five may be with listed companies. This limitation does not apply to the following:

1. directorships with companies controlled by the Group,
2. directorships held by a member of the Board of Directors on behalf of the Group or companies controlled by it,
3. directorships with companies that do not qualify as companies within the meaning of Art. 727 para. 1 no. 2 CO,
4. directorships with non-profit associations and foundations as well as employee benefit plans.

Directorships within the meaning of c) and d) are limited to 20.

Internal organization

The Board of Directors is responsible for the overall management of the Rieter Group and the Group companies. It exercises a supervisory function over the persons who have been entrusted with the management of the business. It takes decisions on all matters assigned to it by law, the Articles of Association and the management regulations. It draws up the annual report, makes preparations concerning the annual general meeting and takes the necessary steps to implement the resolutions adopted at the annual general meeting.

The Board of Directors has the following decision-making powers:

• composition of the business portfolio and the strategic direction of the Group,
• definition of the Group’s structure,
• appointment and dismissal of the Chairman of the Group Executive Committee (CEO),
• appointment and dismissal of the other members of the Group Executive Committee,
• definition of the powers and duties of the Chairman and the Committees of the Board of Directors and of the members of the Group Executive Committee,
• organization of accounting, financial control and financial planning,
• approval of strategic and financial planning, the budget, the annual financial statements and the annual report,
• principles of financial and investment policy, personnel and social policy, management and communication,
• signature regulations and delegation of authority,
• principles of internal auditing,
• decisions on projects involving expenditure exceeding CHF 10 million,
• issuance of bonds and other financial market transactions,
• incorporation, acquisition, sale and liquidation of subsidiaries.

The Board of Directors consists of the Chairman, the Vice Chairman and the other members. The Chairman is elected at the annual general meeting; otherwise the Directors allocate their responsibilities among themselves. The Vice Chairman deputizes for the Chairman in the latter’s absence. The Board of Directors has a quorum when the majority of its members are present. Motions are passed by a simple majority. In the event of a tie, the Chairman has the casting vote. The Board of Directors has formed an Audit Committee, a Remuneration Committee and a Nomination Committee to assist it in its work. However, decisions are taken by the Board of Directors as a whole.

The Board of Directors meets at least six times a year at the invitation of the Chairman. The Board of Directors held six meetings in the 2024 financial year. Each meeting lasted between half a day and a full day.

With two exceptions, all members of the Board of Directors attended all board meetings in 2024.

In addition, the Board of Directors held five conference calls.

The agendas for the meetings of the Board of Directors are drawn up by the Chairman. Any member of the Board of Directors may also propose items for inclusion on the agenda. The Board of Directors usually makes an annual visit to one Group location. As a rule, the members of the Group Executive Committee also attend the meetings of the Board of Directors. They present the strategy and the results of their operating units, as well as the projects requiring the approval of the Board of Directors. In exceptional cases, external consultants may also be invited to discuss specific items on the agenda.

Once a year, the Board of Directors holds a special meeting to review its internal working methods and cooperation with the Group Executive Committee as part of the self-assessment process.

Audit Committee

The Audit Committee currently consists of four members of the Board. Its Chairman is Roger Baillod, and the other members are Carl Illi, Hans-Peter Schwald and Jennifer Maag.

In the 2024 financial year, none of the members of the Audit Committee exercised executive functions. The Chairman is elected for one year. The Audit Committee meets at least twice a year. The Head of Internal Audit, representatives of the statutory auditors KPMG AG, the Chairman of the Board of Directors, the CEO and the CFO, and other members of the Group Executive Committee and management as appropriate also attended the meetings in 2024.

Main duties of the Audit Committee:

• to elaborate principles for external and internal audits for submission to the Board of Directors and provide information on their implementation,
• to assess the work of the external and internal auditors as well as their mutual cooperation and report to the Board of Directors,
• to assess the audit reports and management letters submitted by the statutory auditors as well as the invoiced costs,
• overall supervision of risk management and approval of the Group Executive Committee’s risk report addressed to the Board of Directors,
• to assess risk management and security policies in the areas of IT security and data security,
• to report to the Board of Directors and assist the Board of Directors in nominating the statutory auditors and the Group auditors for consideration by the annual general meeting,
• to review the results of internal audits, approve the audit plan for the following year and nominate the Head of Internal Audit,
• the Chairman of the Audit Committee is responsible for receiving complaints (whistleblowing) in connection with the Code of Conduct (Regulations regarding Conduct in Business Relationships).

The Audit Committee held three regular meetings in 2024. Each meeting lasted between half a day and a full day. With one exception, all Committee members attended all the meetings and regularly received the written reports of the internal auditors. The Chairman of the Audit Committee met separately with the external statutory auditors and the Head of Internal Audit three times during the year.

Internal audit

The internal audit function is organizationally independent and reports to the Audit Committee. At the administrative level, the internal audit reports to the CFO. Audits are performed on the basis of an audit plan approved by the Audit Committee. A total of 10 ordinary audits were carried out in 2024. The audits specifically examined the definition and implementation of the key controls.

Internal auditing also includes various compliance audits. Finally, additional risks and controls in connection with the business processes were examined. Each audit includes a review of the implementation of recommendations from previous audits.

The implementation and reliability of the internal controls were reviewed through self-assessments to ensure that deviations were identified and appropriate corrective actions were taken. Internal audit reports are provided to the members of the Audit Committee, the Chairman of the Board of Directors, the members of the Group Executive Committee and the relevant members of management.

Remuneration Committee

The Remuneration Committee consists of a minimum of three and a maximum of five members, each of whom is elected at the annual general meeting for a term of office of one year. The majority of its members must be independent as defined in the Swiss Code of Best Practice for Corporate Governance, and have the necessary experience in the area of remuneration planning and policy. The Chairwoman or Chairman of this Committee is appointed by the Board of Directors. Sarah Kreienbühl has held this position since the 2022 Annual General Meeting.

Duties of the Remuneration Committee:

• periodic review of the remuneration plans and policies within the Group,
• elaboration of the basic features and key data of the Rieter Top Management Incentive System, the Group Bonus Program and the Long-Term Incentive Plan,
• elaboration of the proposals for the remuneration of the Board of Directors and the Group Executive Committee for submission to the Board of Directors,
• review of the extent to which the defined performance objectives have been achieved and elaboration of a proposal for the payment of variable elements of remuneration,
• examination of the remuneration report and confirmation to the Board of Directors that the remuneration paid in the year under review complies with the resolutions of the annual general meeting, the principles governing the remuneration policy and the remuneration plans and regulations.

The Committee held five meetings in 2024. Each meeting lasted half a day. With one exception, all Committee members were present at the meetings.

Nomination Committee

The Nomination Committee consists of a minimum of three and a maximum of five members, each of whom is elected by the Board of Directors for a term of office of one year. The Chairwoman or Chairman of this Committee is appointed by the Board of Directors. Sarah Kreienbühl has held this position since the 2022 Annual General Meeting.

Duties and competencies of the Human Resources Committee:

• succession planning for the Board of Directors, the Chairman and the Committees,
• organization of the performance assessment of the Board of Directors and its members,
• definition of the selection criteria, evaluation and recommendation of candidates for the attention of the Board of Directors concerning the positions of Chairman of the Group Executive Committee (CEO), members of the Group Executive Committee and key management positions,
• regular receipt of information concerning succession planning in the Group and management development activities,
• review of developments in the area of corporate governance that are not covered by the Audit Committee or the Remuneration Committee,
• review of regulations.

The Committee held five meetings in 2024. Each meeting lasted half a day. With one exception, all Committee members were present at the meetings.

Allocation of authority

The Board of Directors has delegated the operational management of the Rieter Group to the CEO. The members of the Group Executive Committee report to the CEO. The division of responsibilities and cooperation between the Board of Directors, the CEO and the Group Executive Committee are stipulated in the Group management regulations. The CEO draws up the strategic and financial planning statements and the budget together with the Group Executive Committee, and submits them to the Board of Directors for approval. He reports regularly on the course of business as well as on risks in the Group and changes in personnel at management level. He is obliged to inform the Board of Directors immediately of any fundamentally important matters arising between the regular reporting periods.

Information and control instruments vis-à-vis the Group Executive Committee

Once a month, the Board of Directors receives a written report from the Group Executive Committee on the key figures of the Group and the divisions, including information on the balance sheet, cash flow and income statements, capital expenditure and projects. The figures are compared with the budget and figures from the previous year. The Board of Directors is also informed at each meeting about the course of business, major projects and risks, as well as rolling earnings and liquidity planning. If the Board of Directors has to decide on major projects, a written proposal is submitted in advance of the meeting. Projects approved by the Board of Directors are monitored within the framework of a special project controlling system. Once a year, the Board of Directors discusses the strategic plans drawn up by the Group Executive Committee and the financial budget for the Group and the divisions. The financial statements are prepared for publication twice a year. The Group Executive Committee normally meets once a month. 12 meetings were held in 2024. In addition, two closed-door meetings were held.