Corporate governance

Zürcher Kantonalbank is a responsible bank that engages in a constant, open and transparent dialogue with its stakeholder groups. As an institution under public law, we are accountable in particular to the Canton of Zurich, its residents and the cantonal parliament, which is ultimately responsible for the supervision of the bank.

The key points at a glance

  • Zürcher Kantonalbank is an independent public-law institution wholly owned by the Canton of Zurich. The interests and strategy of the owner are expressed in the Law on Zürcher Kantonalbank.
  • The organisational regulations stipulate business policy requirements for the business group, group management and oversight. The duties and competences of the Board of Directors, committees of the Board of Directors, Committee of the Board, Executive Board, the auditor and audit are also defined.
  • The bank's governing bodies are the Board of Directors, Committee of the Board, Executive Board and the auditor.

Legal and organisational aspects

Legal form and law

Constitution

Zürcher Kantonalbank is an independent public-law institution wholly owned by the Canton of Zurich. Its existence is regulated in the Constitution of the Canton of Zurich. Article 109 therein states: "The Canton operates a Kantonalbank [cantonal bank]."

Constitution of the Canton of Zurich (PDF, 201 KB) (in German)

Law

The interests and strategy of the owner are expressed in the Cantonal Banking Law on Zürcher Kantonalbank. It regulates the legal form, purpose, capital resources, state guarantee, business area, oversight, organisation and profit distribution. Further details can be found in the following documents:

Law on Zürcher Kantonalbank (PDF, 2 MB) (in German)

Regulations governing the preparation of elections for the members of the Board of Directors and the Committee of the Board of Zürcher Kantonalbank (PDF, 128 KB) (in German)

Parliamentary Committee for the Supervision of Commercial Undertakings (AWU)

The cantonal parliament, whose duties are regulated by the Law on Zürcher Kantonalbank, exercises ultimate supervision over Zürcher Kantonalbank. The Parliamentary Committee for the Supervision of Commercial Undertakings (AWU), which is elected for four years respectively, is responsible for exercising this ultimate supervision.

Public service mandate

The guidelines for the fulfilment of Zürcher Kantonalbank's public service mandate specify Zürcher Kantonalbank's public service mandate as enshrined in the Law on Zürcher Kantonalbank.

Zürcher Kantonalbank public service mandate (PDF, 146 KB) (in German)

Organisation

Organisational regulations

Business policy requirements are set down for the business group, group management and supervision in the organisational regulations for the Group and parent company. The duties and competences of the Board of Directors, committees of the Board of Directors, Committee of the Board, Executive Board, the auditor and audit are also defined.

Organisational regulations (PDF, 210 KB) (in German)

Compliance regulations

The compliance of employees' behaviour and actions with the applicable standards are set down in the compliance regulations for the Group and parent company. The compliance function is also defined.

Compliance regulations (PDF, 101 KB) (in German)

Code of conduct

The code of conduct outlines the most important principles and rules of conduct that must be observed by all members of Zürcher Kantonalbank's governing bodies and employees. These principles and rules of conduct are specified in more detail in regulations, guidelines and directives.

Code of conduct regulations (PDF, 136 KB) (in German)

Corporate bodies

Board of Directors

Including the three members of the Committee of the Board, the Board of Directors consists of 13 members elected by the cantonal parliament for a term of four years. The Board of Directors' term of office is limited to twelve years and in any case ends upon reaching the age of 70 years. The most important competencies include defining the principles of corporate policy, the mission statement, strategy and organisation, approving the annual report and annual accounts, determining the amount of profit distribution to the canton and municipalities, receiving information on large risk positions and appointing and dismissing members of the Executive Board.

The Board of Directors forms various committees for the preparation and implementation of its resolutions. These are the Audit Committee, the Risk Committee, the Compensation and Personnel Committee as well as the IT Committee.

The Head of Audit regularly reports the results of the audit activity to the Audit Committee of the Board of Directors and the Committee of the Board. Walter Seif has been in charge of the audit since 1 January 2015.

Committee of the Board

The Committee of the Board consists of three full members, who are also members of the Board of Directors. They form an independent body and are elected by the cantonal parliament for a term of four years. There are no restrictions on periods of office for members of the Committee of the Board. Members are eligible for re-election. If a member of the Committee of the Board reaches the age of 65 years during their term of office, their term of office concludes at the end of the current term of office. The most important competencies include the direct supervision of the management, appointment and dismissal of members of the Executive Board (with the exception of heads of offices), approval of loans in excess of a certain amount, approval of the monthly reports of the Executive Board and acknowledgement of large risk positions.

Executive Board

The management of the ongoing business is delegated to the Executive Board. In doing so, it implements the resolutions of the Board of Directors. Except in the audit, the Executive Board appoints and dismisses the members of the management.

Auditor

Ernst & Young is Zürcher Kantonalbank's external auditor. It audits the annual accounts of all Group companies as well as the consolidated annual accounts. The auditor is elected by the cantonal parliament for two years. Ernst & Young also acts as a supervisory audit firm of Zürcher Kantonalbank recognised by the Swiss Financial Market Supervisory Authority FINMA. The responsible lead auditors are Bruno Patusi, certified auditor (lead auditor since 2018) and Prof. Dr Andreas Blumer, certified auditor (lead auditor since 2013).