Stefan Keller · Chief Financial Officer · Europe
I can help a board see the renewal behind an asset before it becomes urgent. In my company, a cableway's concession date, a hotel's boiler and a shop lease's notice period each create a payment that the annual accounts reveal late. I have built the registers, funding plans and covenant reports that bring those dates forward, and I have presented the uncomfortable conclusions they sometimes produce: a sector closed, a dividend suspended, a loan fixed at what proved an expensive moment. On an audit and risk committee I would ask how management tests the useful lives of major assets, how impairment assumptions compare with the company's own operating record and whether distributions are set with the next large renewal in view. I would also bring the habit of explaining financial judgements to people who are not specialists, from a municipal council to a shareholder with twenty shares. I have not yet served as an independent director. I would expect to learn a different company's obligations, and I would not assume that what suited a mountain railway suits a port, a utility or a property company.
| Capacity | Committees |
|---|---|
| Ready to join | Audit and risk · Investment or property |
I am seeking one non-executive seat, preferably on the audit and risk committee of a company whose assets last longer than its management teams: a regional utility, a transport operator, an airport or port company, or a property company with long leases. A listed company, or a publicly owned one with an independent board, would suit me best, in Switzerland or a German-speaking neighbouring market. I can give about twenty-two days a year, including preparation and site visits, while I remain CFO. I am not seeking a chair or a committee chair in a first appointment. I want to join a board that faces a large renewal or a change in its funding or distribution policy, and to learn from directors who have worked through one before.
Presented to the Board or a committee
Board of directors and its audit and risk committee
April 2019–present
Presents budgets, funding plans, impairment tests and dividend proposals as CFO; attends as an executive, not as a director.
Served as a director
Board of the wholly owned property subsidiary, as chair
May 2020–present
Chairs a three-member subsidiary board that approves leases, rent reviews and maintenance budgets; this is not an independent role.
Reported to a committee
Finance committee of the board
2004–2007
Reported quarterly on the allocation of costs between ordered regional services, infrastructure and other activities.
When the Schattenegg test pointed to a large write-down, some colleagues wanted to present the impairment as the reason for closing the sector. I asked for two papers. The first set out the operating decision: the days the sector achieved, the replacement cost and who would lose from closure. The second set out the accounting consequence once the board had decided. Combining them would have let an accounting figure carry an argument it could not support, and it would have made the next impairment test look like a decision already taken. As a non-executive director I would ask management the same thing: what would you decide if the carrying value were zero, and what do the accounts then record? I would also ask whether the people affected by an operating decision have seen its evidence before they see its accounting result.
Fixing our debt in February 2023 has cost us close to CHF 1 million a year compared with what we could have arranged eighteen months later. I do not pretend otherwise in board papers. A board should judge such a decision on what was known at the time: a poor early winter, a construction programme under way, rising rates and a covenant that a second bad season could have breached. It should also learn from it. In 2024 we changed our treasury policy so that large fixings are spread across several dates. On another board I would look for the same two things: a record of what was known when a decision was taken, and a change in method where hindsight shows one is needed, rather than a defence of the original choice.
In my first months I would read three years of board and committee minutes and the auditors' management letters, then ask the finance director to take me through the largest assets and the dates on which they need renewing or refinancing. I would visit at least one operating site with the people who maintain it. Before my first budget meeting I would agree with the committee chair which questions are mine to raise and which are better left to colleagues who know the company longer. I expect to speak less than I would like in the first two or three meetings. By the end of the year I would ask the chair for direct feedback, and I would want to be able to explain the company's main financial risks, its distribution policy and its next large renewal without notes.
My employer borrows from two Swiss banks, buys lifts and snowmaking equipment from a small number of manufacturers, insures its installations and lets premises to retailers. It also belongs to a regional ski-pass alliance with neighbouring operators. Any board I join could share one of these relationships. Before accepting, I would list them for the chair and the company's counsel, and I would decline a seat at a lender, a supplier or a competing mountain railway. Smaller overlaps, such as a common insurer, I would disclose and leave to the board's judgement. I would not carry information about our tenants, pricing or lenders into another boardroom, and I would leave any discussion in which my employer had an interest. My own chair must approve an outside mandate, and our rules for executives limit how many I may hold. If conflicts began to remove me from the discussions that mattered most, I would resign rather than keep a seat through frequent absences.
Apart from my employment, I have no business or family ties to the companies I am approaching. My employer's own relationships, with our banks, equipment makers, insurers, tenants and neighbouring operators, are what a board should examine, and I would put the full list before its chair instead of calling myself independent in advance.
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian register and does not apply to the Swiss and European seats I am considering, so I have not registered with it. My one current directorship is the chair of our wholly owned property subsidiary. Any appointment would follow the law of the company's own jurisdiction and its articles of association.