Board of Directors
The Board of Directors is LUKB's highest governing body. Furthermore, the standing committees of the Board of Directors and the Executive Board are among LUKB's most senior management bodies.
The duties of the Board of Directors of a Swiss bank organised as a public limited company are governed by the Swiss Code of Obligations1), the Banking Act2) and FINMA Circular 2017/01 ‘Corporate governance – banks’3). The Board of Directors must delegate management of the company to the Executive Board, and the Board of Directors of a bank must concern itself with overall management, supervision and control.
All members of the Board of Directors are non-executive members. In the three financial years preceding the reporting period, none of the members of the Board of Directors belonged to the Executive Board of Luzerner Kantonalbank or the Executive Board of any Group company. No member of the Board of Directors has a significant business relationship of a contractual nature with LUKB. In addition, all members of the Board of Directors are independent of LUKB's majority shareholder, the Canton of Lucerne. All members of the Board of Directors meet the independence requirements set out in FINMA Circular 2017/01 ‘Corporate governance – banks’3) and the Swiss Code of Best Practice for Corporate Governance4).
All relationships and transactions with the independent members of the Board of Directors of LUKB are conducted within the ordinary course of business and under the same terms and conditions as comparable transactions with unaffiliated persons. All relationships and transactions with affiliates of the members of the Board of Directors are conducted under normal market conditions.
Members, activities and vested interests
(valid as at 31 December 2025)
The members of the Board of Directors are elected for a term of office of one year. The term of office expires at the Annual General Meeting on 13 April 2026. All members of the Board of Directors are standing for re-election.
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Markus Hongler
Chair of the Board of Directors and member of the Nomination and Compensation Committee
Election to the Board of Directors in 2018 (Chair since the 2021 AGM)
Born in 1957, Swiss, resident in Zurich
Education, activities and vested interests
Current main professional activity
Member of the Board of Directors
Education
- Federally Certified Insurance Expert, Zurich
- IMEA, University of St. Gallen
Professional experience
Significant appointments at other companies
- Member of the Board of Directors of Nomoko AG, Zurich (in liquidation)
- Chair of the Board of Trustees of Lucerne Festival, Lucerne
- Chair of the Board of Trustees of the Lucerne Festival Friends Foundation, Lucerne
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Dr Martha Scheiber
Vice Chair of the Board of Directors and Chair of the Nomination and Compensation Committee
Elected to the Board of Directors in 2014
Born in 1965, Swiss, resident in Uitikon Waldegg (Canton of Zurich)
Education, activities and vested interests
Current main professional activity
Board of Directors
Education
- Dr oec. University of St. Gallen
- Degree in Environmental Physics, ETH Zurich
Professional experience
Significant appointments at other companies
- Member of the Board of Directors
- Clean Energy Infrastructure Switzerland 3GP AG, Basel
- Clean Energy Infrastructure Switzerland 3 KmGK, Basel
- Mobimo Holding AG, Lucerne
- Schweizerische Gesellschaft für Hotelkredit SGH, Zurich
- Vice Chair of the Board of Trustees
- Sympany Foundation and all subsidiaries, Basel
- Member of the Board of Trustees
- Pension Fund of the City of Lucerne, Lucerne
- Member of the Investment Committee of the Decommissioning Fund for Nuclear Facilities and Waste Disposal Fund for Nuclear Power Plants STENFO, Bern
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Prof. Dr Andreas Dietrich
Member of the Board of Directors and Chair of the Risk and Strategy Committee
Elected to the Board of Directors in 2015
Born in 1976, Swiss, resident in Richterswil (Canton of Zurich)
Education, activities and vested interests
Current main professional activity
Head of the Institute and Head of the Financial Services Management Competence Centre and Professor of Banking and Finance at the Institute of Financial Services at the Lucerne University of Applied Sciences and Arts (IFZ HSLU)
Education
- Dr oec. University of St. Gallen
- Professor of Banking and Finance
Professional experience
Significant appointments at other companies
- Head of the IFZ at the Lucerne School of Business, Zug
- Managing Director of the Verein IFZ Institut für Finanzdienstleistungen Zug (VIFZ), Zug
- Member of the Board of swissVR, Zug
- Shareholder of Dietrich BaBe GmbH, Richterswil
- Board of Directors of the Swiss National Bank (SNB)
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Dr Erica Dubach Spiegler
Member of the Board of Directors and member of the Risk and Strategy Committee
Elected to the Board of Directors in 2023
Born in 1969, Swiss, resident in Zurich
Education, activities and vested interests
Current professional activity
Head of the Business Solutions Department at the Office of Information Technology of the Canton of Zurich, Zurich (from 1 January 2026)
Department Head of Digital Transformation and ICT Steering of the Federal Chancellery, Bern (until 31 December 2025)
Education
- Dr sc. Information Management, ETH Zurich
- Master of Science in Software Engineering, DePaul University, Chicago
- Bachelor of Science in Computer Science, University of Iowa
Professional experience
Significant appointments at other companies
- Member of the Board of Directors of Schweizerische Mobiliar Genossenschaft, Bern
- Owner of Dubach Spiegler Digital Strategy, Zurich
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Andreas Emmenegger
Member of the Board of Directors and Chair of the Audit and Finance Committee
Elected to the Board of Directors in 2016
Born in 1966, Swiss, resident in Lucerne
Education, activities and vested interests
Current professional activity
CFO and CBO of Swiss Rockets AG, Basel
Education
- Business Economist at the Lucerne School of Business
- Global Executive MBA from IESE Business School, Barcelona
Professional experience
Significant appointments at other companies
- Co-owner and co-founder of TargImmune Therapeutics AG, Basel
- Co-owner, member of the Board of Directors and member of the Executive Board (CFO and CBO) of Swiss Rockets AG and its subsidiaries, Basel
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Marc Gläser
Member of the Board of Directors, member of the Audit and Finance Committee and the Nomination and Compensation Committee
Elected to the Board of Directors in 2023
Born in 1968, Swiss, resident in Cham (Canton of Zug)
Education, activities and vested interests
Current professional activity
CEO of Stöckli Swiss Sports AG, Malters (Canton of Lucerne)
Education
lic. oec. HSG (specialisation in Finance and Accounting)
Professional experience
Significant appointments at other companies
- CEO and co-owner of Stöckli Swiss Sports AG, Malters
- Member of the Executive Board of the Central Switzerland Chamber of Industry and Commerce (IHZ), Lucerne
- Member of the Board of Trustees of gfm Schweizerische Gesellschaft für Marketing
- Member of the Advisory Board of the Executive School at the University of St. Gallen
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Roger Studer
Member of the Board of Directors and member of the Risk and Strategy Committee
Elected to the Board of Directors in 2021
Born in 1967, Swiss, resident in Pfäffikon (Canton of Schwyz)
Education, activities and vested interests
Current professional activity
Entrepreneur and member of the Board of Directors
Education
- MBA from the University of Bern, Institute for Financial Management, and University of Rochester, N.Y., USA
- Federally Certified Financial and Investment Expert/Certified International Wealth Manager (CIWM), AZEK
- European and Federally Certified Financial Analyst and Asset Manager/Certified International Investment Analyst (CIIA), IFA
- Certified Business Economist of the Canton of Zurich (KSZ)
Professional experience
Significant appointments at other companies
- Chair of the Board of Directors and owner/co-owner of the following companies:
- Studer Family Office AG, Freienbach (Canton of Schwyz)
- SFOA AG, Freienbach (Canton of Schwyz)
- SFOT AG, Freienbach (Canton of Schwyz)
- SFOG AG, Freienbach (Canton of Schwyz)
- Helveteq AG, Freienbach (Canton of Schwyz)
- Createq AG, Freienbach (Canton of Schwyz)
- Seven Roses GmbH, Freienbach (Canton of Schwyz)
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Nicole Willimann Vyskocil
Member of the Board of Directors and member of the Audit and Finance Committee
Elected to the Board of Directors in 2021
Born in 1968, Swiss, resident in Meggen (Canton of Lucerne)
Education, activities and vested interests
Current main professional activity
Independent Attorney, ADLEGEM Rechtsanwälte, Lucerne
Chair of the Executive Board of Ernst von Siemens Music Foundation, Zug
Education
- lic. iur. University of Fribourg
- Admitted to the bar
- Trust and Estate Practitioner (TEP)
Professional experience
Significant appointments at other companies
- Owner and Chair of the Board of Directors of Orfist AG, Zug
- Shareholder of EWO Kanzlei GmbH, Lucerne
- Member of the Board of Trustees of the Central Switzerland Swiss Transfusion (SRC), Lucerne
- Joint commission member of the HEV at the Arbitration Authority for Rent and Leasing of the Canton of Lucerne, Lucerne
Rules of the Articles of Association regarding permissible activities
Pursuant to Article 18 Para. 2 of the Articles of Association1), the maximum number of further mandates of members of the Board of Directors is:
- Five mandates at listed companies; and
- Ten mandates at unlisted companies or other legal entities
Any mandates in comparable positions at other companies with a commercial purpose shall be treated as separate mandates. Any mandates in different legal entities under common control or that have the same beneficial ownership shall be treated as one single mandate.
There shall be no restrictions on the number of mandates at legal entities controlled by Luzerner Kantonalbank, as well as mandates at associations, foundations, non-economic family foundations and employee benefits foundations. All members of the Board of Directors comply with the rules laid down in the Articles of Association. At LUKB, there are currently no reciprocal appointments for the members of the Board of Directors at listed companies.
Nomination and selection
The Board of Directors defines the necessary competencies in detailed requirements profiles for the Board of Directors seats. In addition to specific specialist knowledge, the requirements also include other skills and personality criteria such as gender and professional experience. Other mandatory requirements include availability, an impeccable reputation and compliance with all independence criteria.
In accordance with the Articles of Association1) of Luzerner Kantonalbank, the following criteria apply to the nomination and selection of members of the Board of Directors:
- Minority shareholders shall be entitled to appropriate representation on the Board of Directors.
- The members of the Board of Directors must have initiative, independence, expertise relating to economic matters and general knowledge of the banking business.
LUKB also specifies the requirements as follows:
- The Board of Directors must demonstrate the necessary requirements laid down within regulations for the performance of its duties, including in particular expertise, experience and availability.
- In particular, the Board of Directors committee should have sufficient knowledge of the financial sector, as well as experience in corporate management and political affairs.
- The majority of the Board of Directors should be sufficiently familiar with the economic and political conditions as well as with the business environment and population of the Canton of Lucerne.
- The interests of minority shareholders must be adequately represented.
- It is expected that both genders have at least 30 % representation on the Board of Directors of LUKB, failing which the Board of Directors must justify the discrepancy.
The search process for members of the Board of Directors is conducted by the Nomination and Compensation Committee, which may be supported by an external executive search company. Potential candidates are evaluated in a multi-stage process. The focus of the selection process is on fulfilling the requirements profile. The Nomination and Compensation Committee proposes to the Board of Directors one or more persons for election, who will introduce themselves personally to the Board of Directors.
The nomination of members of the Board of Directors also requires the approval of the Swiss Financial Market Supervisory Authority (FINMA) in accordance with Article 3 Para. 2 of the Banking Act2) in conjunction with Article 8a Para. 2 of the Banking Ordinance3). The members of the Board of Directors are elected by the Annual General Meeting.
With regard to the nomination and selection procedures for the committees of the Board of Directors, the Nomination and Compensation Committee also has the following duties:
- Nomination of the members of the committees of the Board of Directors for the attention of the Board of Directors
- Preparation of the motions of the Board of Directors to the Annual General Meeting regarding the election and dismissal of the Chair and the other members of the Board of Directors, the members of the Nomination and Compensation Committee and the independent proxy
Election and term of office
According to Article 17 of the Articles of Association1) of Luzerner Kantonalbank, the Board of Directors consists of seven to nine members. Members of the Board of Directors are elected for a term of office of one year, whereby one year covers the period from one ordinary Annual General Meeting to the next.
The Articles of Association1) do not specify whether the members of the Board of Directors are elected individually or collectively at the Annual General Meeting. Members are eligible for re-election and the maximum term of office is 15 years. In any case, any member who has reached the age of 72 shall resign from the Board of Directors at the next Annual General Meeting.
The rules set out in the Articles of Association1) concerning the appointment of the Chair, the members of the Nomination and Compensation Committee and the independent proxy comply with the statutory provisions.
Internal organisation
Duties of the Board of Directors
The Board of Directors of Luzerner Kantonalbank is responsible for the corporate strategy. It determines the principles of strategy, organisation and financial planning and approves the framework concept for institution-wide risk management (risk policy). Among other things, the Board of Directors appoints and supervises the Executive Board of the company. It also prepares the Annual General Meeting and implements its resolutions. For this purpose, there are organisational and business regulations1) and a delineation of powers, whereby the relevant points in connection with stock corporation law2), the ‘Directive on Information Relating to Corporate Governance’ (DCG)3) of the Swiss Stock Exchange and FINMA Circular 2017/01 ‘Corporate governance – banks’4) are included in this report.
Functioning of the Board of Directors
The Board of Directors meets as often as is required by business. The Board of Directors may pass resolutions: (a) at a meeting held at a specific location; (b) by electronic means; (c) in writing, on paper or in electronic form, unless a member requests that the matter be discussed verbally. No signature shall be required if resolutions are passed electronically. The Board of Directors reserves the right to specify otherwise. The Board of Directors is only quorate a majority of its members are in attendance. The Board of Directors passes resolutions and conducts elections by an absolute majority of the members present at the meeting. In the event of a tie, the Chair has the casting vote. Voting and elections are generally conducted by a show of hands, unless a member requests a secret ballot. The Chair determines whether voting and elections be conducted by a show of hands, in writing or electronically. Resolutions of the Board of Directors passed in writing or electronically are validly passed if approved by a majority of its members (circular resolutions). As a rule, the Executive Board participates as a whole or with individual members in the meetings of the Board of Directors in an advisory capacity. For some agenda items, the Board of Directors meets without the Executive Board being present. Depending on the items on the agenda, the Board of Directors may invite other persons or experts to attend the meetings. Each year, LUKB conducts training sessions for its members of the Board of Directors on relevant topics where necessary.
Chair of the Board of Directors
The Board of Directors is headed by:
- Markus Hongler, Chair
- Dr Martha Scheiber, Vice Chair
The Chair of the Board of Directors chairs the entire Board and represents the governing body internally and externally. In particular:
- Convening, organising and chairing the Annual General Meeting and chairing the meetings of the Board of Directors
- Participating as a guest in committee meetings at their discretion and in compliance with regulatory requirements
- Coordinating and monitoring resolutions of the Board of Directors and ensuring the flow of information within the Board of Directors
- As a direct superior, the Chair maintains regular dialogue with the CEO and is also their primary point of contact
- Maintaining regular dialogue with the Finance Director of the Canton of Lucerne and the Government Council of the Canton of Lucerne
The Vice Chair is elected by the Board of Directors and acts as a deputy to the Chair of the Board of Directors. There are no specific tasks assigned to the Vice Chair.
Meetings of the Board of Directors in 2025
The Board of Directors met a total of ten times in 2025 (including one extraordinary meeting) and passed nine circular resolutions.
The average meeting duration was 4.75 hours. The Secretary of the Board of Directors kept the minutes of the meetings.
Participation of members of the Board of Directors in BoD meetings
Ordinary meetings | Extraordinary meetings | |||||||
Markus Hongler (Chairman of the Board of Directors) | 9/9 | 100 % | 1/1 | 100 % | ||||
Dr Martha Scheiber (Vice Chairwoman of the Board of Directors) | 8/9 | 88 % | 0/1 | 0 % | ||||
Prof. Dr Andreas Dietrich | 9/9 | 100 % | 1/1 | 100 % | ||||
Dr Erica Dubach Spiegler | 9/9 | 100 % | 1/1 | 100 % | ||||
Andreas Emmenegger | 8/9 | 88 % | 1/1 | 100 % | ||||
Marc Gläser | 9/9 | 100 % | 1/1 | 100 % | ||||
Roger Studer | 9/9 | 100 % | 1/1 | 100 % | ||||
Nicole Willimann Vyskocil | 8/9 | 88 % | 1/1 | 100 % | ||||
Committees of the Board of Directors
Committees of the Board of Directors may be formed in accordance with the Articles of Association. There is currently a Nomination and Compensation Committee, an Audit and Finance Committee and a Risk and Strategy Committee. There are separate regulations for each committee. The following table summarises the relevant information.
Duties of Board of Directors committees
Nomination and Compensation Committee (NCC-BoD) | Audit and Finance Committee (AFC-BoD) | Risk and Strategy Committee (RSC-BoD) | ||||
Legal requirements | The committees support the Board of Directors in its non-transferable and inalienable duties pursuant to Article 716a para. 2 of the Swiss Code of Obligations1). They perform their duties for the entire LUKB Group. | |||||
Duties within the framework of the allocated competencies |
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1)https://www.fedlex.admin.ch/eli/cc/27/317_321_377/en
2)https://economiesuisse.ch/de/publikationen/swiss-code
3)https://www.economiesuisse.ch/en/publikationen/swiss-code
Composition and functioning of the Board of Directors committees
Nomination and Compensation Committee (NCC-BoD) | Audit and Finance Committee (AFC-BoD) | Risk and Strategy Committee (RSC-BoD) | ||||
Requirements for the composition of committees |
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Quorum |
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Passing of resolutions |
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Minutes |
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Information |
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Other meeting participants (in an advisory capacity) |
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Board of Directors committee meetings in 2025
In 2025, the committees of the Board of Directors met a total of 27 times and a total of 35 circular resolutions were passed.
Overview of Board of Directors committee meetings
Nomination and Compensation Committee (NCC-BoD) | Audit and Finance Committee (AFC-BoD) | Risk and Strategy Committee (RSC-BoD) | ||||
Minimum number of meetings per year | At least four meetings | At least four meetings, of which at least one per quarter | At least four meetings, of which at least one per quarter | |||
Total meetings in 2025 | 10 | 10 | 7 | |||
Average duration of ordinary meetings in 2025 in hours | 3 | 3 | 4 | |||
Number of circular resolutions | 12 | 4 | 19 | |||
Involvement of external experts; topics in 2025 | Yes (subjects: BoD and MEB recruitment as well as BoD and EB salary benchmark) | No | Yes (subject: strategy) |
Participation of the members of the Board of Directors in BoD committee meetings
NCC-BoD | Ordinary meetings | Extraordinary meetings | ||||||
Dr Martha Scheiber (Chair) | 5/5 | 100 % | 4/5 | 80 % | ||||
Markus Hongler | 5/5 | 100 % | 5/5 | 100 % | ||||
Marc Gläser | 5/5 | 100 % | 5/5 | 100 % | ||||
AFC-BoD | Ordinary meetings | Extraordinary meetings | ||||||
Andreas Emmenegger (Chairman) | 7/7 | 100 % | 3/3 | 100 % | ||||
Marc Gläser | 7/7 | 100 % | 3/3 | 100 % | ||||
Nicole Willimann Vyskocil | 7/7 | 100 % | 3/3 | 100 % | ||||
RSC-BoD | Ordinary meetings | Extraordinary meetings | ||||||
Prof. Dr Andreas Dietrich (Chair) | 7/7 | 100 % | 0/0 | 0 % | ||||
Dr Erica Dubach Spiegler | 7/7 | 100 % | 0/0 | 0 % | ||||
Roger Studer | 7/7 | 100 % | 0/0 | 0 % | ||||
Performance assessment of the Board of Directors and its committees
In order to assess its activities, the Board of Directors conducts an annual self-evaluation at the level of the Board as a whole and the respective committees. It assesses the organisation and functioning of the Board of Directors and its committees as well as cooperation with the Executive Board. In addition, the self-assessment focuses on the effectiveness of monitoring and control (including in relation to the management of sustainability and sustainability risks).
The assessment is based on an electronic questionnaire completed by each member of the Board of Directors. The views of the Executive Board are also collected by means of a separate electronic questionnaire. The results of the surveys are recorded internally in writing and discussed by the Board of Directors and the relevant committees. If necessary, measures are derived with deadlines and responsibilities for their implementation. Pending issues are dealt with by placing the corresponding topics on the agenda as part of the work of the Board of Directors.
The self-evaluation carried out in 2025 led to no measures.
Definition of areas of responsibility between the Board of Directors and the Executive Board
The organisational and business regulations1) set out the organisational structure of the governing bodies, their responsibilities and competencies as well as the principles of business activities as a bank. There are also detailed delineations of powers for the Group and the parent company as well as separate regulations for the Executive Board, whereby the relevant information in connection with stock corporation law2), the DCG3) of the Swiss Stock Exchange as well as FINMA Circular 2017/01 ‘Corporate governance – banks’4) and the FINMA Ordinance on Disclosure Obligations of Banks and Securities Dealers (DisO-FINMA) is contained in this report. Operational management authority is delegated to the Executive Board in accordance with the provisions set out in the Banking Act5) for the Group and the parent company of Luzerner Kantonalbank.
Information and control instruments vis-à-vis the Executive Board
Internal management and control of the Bank
LUKB has an expanded and standardised management information system (MIS), which helps the Board of Directors to fulfil its supervisory duty and review the powers transferred to the Executive Board. Every quarter, the Board of Directors receives an abridged version of the consolidated financial statements with a comparison of the budget and the previous year as well as the risk reports. As part of this process, the current situation is compared with the corresponding limits. The systems and methods used in this connection are described in the notes to the 2025 Financial Report in the Section ‘Risk management’. The Audit and Finance Committee and the Chair of the Board of Directors receive the monthly financial statements of the Group and the parent company as well as a detailed quarterly report with budget and prior-period comparisons for the Group and the individual divisions. LUKB also has an internal control system (ICS) that serves to safeguard its ordinary operations. The Board of Directors receives regular updates on relevant facts, events and developments based on the systems and processes implemented.
The CEO and the other members of the Executive Board report to the meetings of the Board of Directors on the operational performance of their departments. When extraordinary events occur, the Board of Directors is notified via the Chair of the Board of Directors without delay.
LUKB has the independent functions of Risk Control and Compliance. Based on the organisational structure defined by the Board of Directors, the Audit and Finance Committee and the Risk and Strategy Committee regularly enquire with the internal function holders about the functionality and appropriateness of the internal control system and compliance with regulatory requirements. The Compliance function is authorised to report directly to the Audit and Finance Committee. In addition, it can be contacted directly at any time by all employees under the duty of discretion (e.g. as a whistleblower) in the event of conflicts of interest that cannot be resolved with their line managers.
The Risk Control and Compliance functions periodically prepare comprehensive reports on the results of their work for the Risk and Strategy Committee and the Audit and Finance Committee of the Board of Directors as well as for the Board of Directors as a whole.
Internal audit
The Board of Directors and, in particular, the Audit and Finance Committee are supported in their work by the independent internal auditors and the audit firm. The internal auditors report to the Board of Directors. An ongoing dialogue is maintained between the internal auditors and the audit firm with regard to the risk assessment and situation. Both the internal auditors and the audit firm conduct an independent risk analysis. The Board of Directors approves the plans of the internal auditors. The auditing services performed by the internal auditors and the audit firm are coordinated while performing their respective duties. The Audit and Finance Committee of the Board of Directors monitors the activities of the internal auditors. The functioning of the internal auditors is set out in separate regulations. The results of the internal audit are discussed on an ongoing basis at the meetings of the Audit and Finance Committee. The AFC-BoD also ensures that any necessary corrections of the internal audit have been implemented by the Executive Board. The internal auditors prepare an annual activity report for the attention of the Board of Directors.
External audit firm
The audit firm prepares the comprehensive report of the statutory auditor and the group auditor (in accordance with Article 728b Para. 1 of the Swiss Code of Obligations1) as well as the report on the regulatory basic audit. The comprehensive report covers the financial year and is addressed to the Board of Directors. The report on the supervisory audit covers the calendar year and is addressed to the Swiss Financial Market Supervisory Authority (FINMA). Both reports are considered by the Audit and Finance Committee of the Board of Directors in the presence of the audit firm.