The ISP Group Supervisory Board is the corporate body responsible for the overall governance, supervision and controlling of the ISP Group as stipulated by law, by the Articles of Incorporation as well as be the regulations, policies and guidelines of the Group.
The Group Supervisory Board comprises at least three members by the general assembly for a term of office lasting one year. The term of office of each member ends with the next ordinary general assembly following their election. This does not include any resignations or dismissals that come about before this time. A new member who has been elected to replace another member during his or her term of office completes the term of office of the member being replaced.
Members of the Group Supervisory Board can be unlimited re-elected.
The Group Supervisory Board constitutes itself and, in its first meeting of the year following the ordinary general assembly, elects one of its members as president and one as vice-president. The president or the vice-president must be resident in Switzerland.
The Group Supervisory Board can entrust committees or individual members with the preparation and execution of its decisions or with the task of monitoring its business activities. The Group Supervisory Board must ensure adequate reporting to its members.
In order to fulfil the duties of governance, supervision and controlling, the Group Supervisory Board can consult members of the staff of the Group companies, the internal and the supervisory auditors, as well as external advisors and experts. The Group Supervisory Board is obliged to coordinate with the Group Executive Board and inform it of all corporate matters.
The Group Supervisory Board delegates the management to the Group Executive Board, in as far as the law and the Articles of Association do not provide otherwise.
The Group Executive Board comprises at least two members and is appointed by the Group Supervisory Board. The Group Supervisory Board appoints a Group Chief Executive Officer from among the members of the Group Executive Board.
The Group Executive Board bears the overall responsibility for the operative management of the ISP Group and meets for discussions as frequently as business requires, but at least once a month. Decisions on the duties within its scope of authority are taken as a collegial body.
The Group Chief Executive Officer is the highest leading person for the operating business of the Group and thus liable. The Group Chief Executive Officer appoints a Chief Executive Officer deputy from the Group Executive Boards’ members who is being approved by the Group Supervisory Board. The CEO deputy is responsible to take on the responsibilities and the competences in case of absence or lacking availability by the Group Chief Executive Officer on a temporary basis in a comprehensive manner.
Subject to the approval of the Group Supervisory Board, members of the single entities’ Executive Boards can fulfil a double role as members of the Group Executive Board.
The Group Executive Board bears responsibility for the management of the ISP Group and is responsible to the Group Supervisory Board for conducting the business affairs according to the legal requirements, the Articles of Incorporation, the provisions contained in these organisational regulations, as well as the regulations issued by the Group Supervisory Board and their directives and guidelines.
The Group Executive Board is responsible for the implementation of adequate internal systems and processes for ensuring compliance within the ISP Group. It takes the necessary operational measures and precautions to ensure maintenance of the compliance, thereby specifically ensuring the implementation of an effective system of directives and arranging for the inclusion of all employees in the compliance according to their levels of authority.
The Group Executive Board coordinates the business activities of the ISP Group and undertakes the required organisational measures within the framework of these regulations and the specific directives of the Group Supervisory Board.
The Group Executive Board is responsible for the continuous adherence to the legal requirements, in particular to the regulations pertaining to capital resources and risk distribution (incl. notifying the stock exchange auditors and the FINMA of the risk positions), as well as the publication of the consolidated annual report and the consolidated annual financial statement, which have previously been revised by the supervisory auditor and approved by the Group Supervisory Board.
The Group Executive Board is responsible for the plans concerning the future development of the ISP Group in respect of the organisation, as well as for the development and expansion of business.
The Group Executive Board is responsible for the supervision of the members of the management of the Group companies that answer directly to it, and coordinates the communication with the internal auditing function and the supervisory authorities, insofar as this is not the prerogative of the Group Supervisory Board.
The management implements the guidelines of the Group Supervisory Board regarding the establishment, maintenance and regular review of the internal control function.
The ISP Group possesses an internal control system, the basic principles of which are in line with the Swiss legal and regulatory provisions and defined in the risk policy, as well as in the regulations for the monitoring and internal control systems (ICS).
The internal control system serves primarily to minimise the risk inherent in processing business transactions (operational risks) by means of integrated controls.
Operational risks are losses that can occur as a result of inadequate or faulty processes, persons and systems, or external events.
An effective internal control system exists for all types of business and must be implemented before the transactions relevant to this business are conducted. The system includes, but is not limited to, the adequate separation of duties. The control activities are to be regarded as an integral part of all work processes.
The compliance and risk policy of the ISP Group, which is reviewed annually to ensure that it is still appropriate, forms the basis of risk management. Clear limits are set for the individual risks and adherence to these is monitored regularly.
At management level the responsibility for risk management is separated from the responsibility for trading.
The Group Executive Board and the Group Supervisory Board are informed about the financial situat by means of a management information system (MIS) that is appropriate for all levels.
The risk policy of the ISP Group regulates credit risks. This includes all commitments from which a loss may arise if the counterparty is not in a position to meet its obligations. The default risk is evaluated using diversification of risks, quality requirements of the counterparties and regular reviews of the same, and is limited in the case of customer exposure with limited coverage margins. An explicit and risk-orientated allocation of competencies for credit approval is established.
In principle, the ISP Group does not engage in credit business. Credit is only granted on a short-term basis, if collateral is provided by the customer and in connection with securities transactions. In the course of the business short-term overdrafts may arise, which are, in general, covered by an appropriate securities portfolio.
The recoverability of collateral is reviewed at appropriate time intervals, and at least once a week, depending on the type of collateral. The granting of credit depends on the internally established collateral value. There is a direct amortisation obligation for all credit granted. Value adjustments and accruals are reviewed on a quarterly basis and adjusted if necessary.
Interest rate risks
Interest rate risks are avoided through consistent adherence to matching maturities. The ISP Group only invests in debt securities with a short maturity.
As the ISP Group does not trade in precious metals or foreign exchange, no market risks in relation to this exist.
In relation to asset and liability management the ISP Group places its liquid assets mainly in short-term bonds issued by highly-rated governments and corporates with a maturity of up to two years. In doing so, the creditworthiness, trading frequency, liquidity of the investments and the short duration are taken into account.
Other trading positions are held by ISP Financial Services Ltd.
All positions are regularly monitored by Risk Management (inventory and valuation) and reported to the Group Executive Board at least once a month.
Maintaining sufficient readily available reserves is ensured through strict adherence to matching maturities and consistent cash management. Any investment of liquid assets must be marketable and liquid at all times. Based on a confirmation letter from FINMA dated 14 June 2013, ISP Group is exempted from complying with the rules regarding the liquidity coverage ratio.
Operational risks are defined as “dangers from direct or indirect losses that arise as a result of the inappropriateness or failure of internal procedures, people or systems or from external events”.
They are monitored and limited by means of internal regulations and instructions regarding organisation, controls and documentation of core processes (organisation, operating procedures).
Internal and external auditors regularly review the appropriateness of the internal control system and business processes and compile a report for the Group Supervisory Board and the Group Executive Board.
Compliance and legal risks
The local head of controls are responsible for ensuring that business activities are in line with applicable regulatory requirements and obligations of due diligence for a financial intermediary and report to the Group CFO. They are also responsible for reviewing requirements and developments from the supervisory authority, legislator or other organisations. In addition, they ensure that instructions and regulations are adapted to comply with any regulatory developments.
The ISP Group has retained and standardised the process of opening an account through various regulations and instructions. The Risk Manager and Compliance Officer ensure that these are also adhered to.
Legal risks are minimised with the following measures:
|Philipp Steinberger||President *)|
|Residence||CH – Zurich|
|Professional history and education||Philipp has been active in the financial services industry for 20 years, predominantly focussing on direct investments and corporate finance. He is the managing director of AquilaDirekt, where he built up and looks after a direct investment portfolio for a Swiss multi family office and private investors. He has co-founded 2 digital ventures and is a board member of a Chinese edu-tech company. After completing his Masters Degree in Business Administration he worked in the investment banking divisions of UBS, Julius Bär and Bank Vontobel.|
|Gion Hug||Vice President|
|Residence||Ch - Zurich|
|Professional history and education||Gion has worked in Private Banking in Switzerland for more than 35 years. He held various positions at Bank Finalba, Julius Bär and AIG Private Bank. He is the owner and managing director of Solaia Financial Advisors, a SRO regulated independent financial intermediary in the area of client advisory and asset management. Gion holds a technical degree in electronics and cybernetics and has completed various educations in the field of software-engineering, management and compliance.|
|Inbal Goldenberg Zaitman||Member|
|Residence||IL – Netanya|
|Professional history and education||As CAO Inbal supports the management and the Group's Israeli operations. She also serves as a member of the Board of Directors. Prior to her role at ISP, and with more than a decade of relevant experience, among other positions she acted as the assistant to the CEO for Soffair Group. Inbal holds an LLB in Law from Ono Academic College, Kiryat Ono, Israel.|
*) independent member of the board
|Roy Tal||Group CEO|
|Professional history and education||Roy oversees ISP’s illiquid and distressed assets business. Prior to joining ISP, and with almost two decades of relevant experience, Roy held various positions at global financial institutions. Roy holds a Master’s degree in Finance and a BA in Business Administration.|
|Harald Siegel||Group CFO|
|Professional history and education||Harald is the CFO. Prior to joining ISP, and with more than a decade of relevant experience, he held various senior positions at one of the big four audit companies. Harald holds a Master’s degree in Business Administration and also a Master’s degree in Law from the University of St. Gallen and is a Swiss CPA accredited by the FAOA.|