Purpose

1. The following concept regulates the supervision and representation of the municipality in those organizations in which it holds a majority stake (at least 50%). These are

a) Alters- und Pflegeheime Glarus Nord (APGN) - public-law institution;

b) Technische Betriebe der Gemeinde Glarus Nord (TBGN) - public-law institution;

c) lintharena ag - stock corporation under the Code of Obligations (OR).

2. Participations in which the municipality does not hold a majority stake are not considered (KVA Linth, Abwasserverband Glarnerland, Flurgenossenschaften, Korporationen für Bäche, Strassen u.a., Glarus hoch3 AG u.a.).

1. The Supervision Concept serves as an instruction manual, subordinate to the following legal provisions

a) Organizational Regulations of APGN dated November 22, 2019, particularly Art. 5 et seq.;

b) Ownership Strategy of the Municipality of Glarus Nord for APGN, dated November 22, 2019, particularly Art. 1 et seq.;

c) Service Level Agreement between the Municipality of Glarus Nord and APGN dated November 22, 2019;

d) Organizational Regulations of TBGN dated November 22, 2019, particularly Art. 5 et seq.;

e) Ownership Strategy of the Municipality of Glarus Nord for TBGN dated November 22, 2019, particularly Art. 1 et seq.;

f) Concession Agreement between the Municipality of Glarus Nord and TBGN dated December 22, 2017, particularly Art. 9 et seq.;

g) Ownership Strategy of the Municipality of Glarus Nord for lintharena ag dated November 22, 2019, particularly Art. 1 et seq.;

h) Service Level Agreement between the Municipality of Glarus Nord and lintharena ag dated September 01, 2021.

1. The APGN, the TBGN, and the lintharena ag are owned by the municipality of Glarus Nord. In accordance with Art. 41 of the Municipal Charter, the municipality operates the companies TBGN and APGN as independent public-law institutions with their own legal personality. The supreme management – specifically the strategic leadership – is incumbent upon the respective Boards of Directors. Further details are regulated by the Organizational Regulations of APGN and TBGN, and lintharena ag, respectively. The three companies APGN, TBGN, and lintharena ag implement the objectives set by the Municipal Council and the service agreements.

2. With the outsourcing of tasks to APGN, TBGN, and lintharena ag, politics delegates the management of the enterprise to the strategic management level (Board of Directors) and to the operational management level (Executive Management). The Municipal Council’s task is to exercise political control over these enterprises.

3. To exercise this control, it relies on three elements

a) its own supervision;

b) the controlling of the company;

c) information from municipal representatives and the minutes of the Board of Directors meetings.

4. The Municipal Council strives for a clear separation between supervision on the one hand, and the strategic and operational management of the three companies on the other hand. The Municipal Council exercises supervision. In contrast, the sole strategic and operational management of the three companies rests with the respective competent management bodies (Board of Directors and Executive Management).


1. The following illustration shows the elements with which the corporate governance of public enterprises is to be structured[1]

2. The horizontal line in the middle of the graphic, which separates the political levels from those of the enterprise, should be noted. At the political level, a distinction is made between legislative and executive tasks. The enterprise level is divided into the strategic and operational management levels.

3. Public Corporate Governance - as depicted here - is relevant for all institutions where the municipality of Glarus Nord opts for the performance of services by self-contained organizations in the (majority) ownership of the municipality, and where the municipality holds a voting or capital share equal to or greater than 50%.

4. Subject areas regarding oversight and controlling in this context are

a) Ownership Strategy (Responsibility of the Municipal Council: Political Executive)

1. Definition of an objective that the owner pursues with the participation;

2. Creation of framework conditions regarding the goals and the manner of their achievement;

3. The ownership strategy dictates the composition of the respective boards of directors (by whom elected): The Municipal Council elects 5 out of 7 members of the board of directors in all 3 organizations, including the Chairman of the Board; 2 members of the board of directors are elected by the municipal assembly in each case;

4. The ownership strategy is developed jointly by the Municipal Council and the boards of directors and brought to the attention of the municipal assembly (optional referendum). The ownership strategies are regularly reviewed and adjusted if necessary.

b) Service Level Agreement (Responsibility of the Municipal Council: Political Executive): The service level agreement defines in detail the tasks to be fulfilled by the enterprise and provides indicators for assessing the fulfillment of these tasks. If applicable, the financing of the services to be rendered must be determined. The service level agreement is submitted to the Municipal Council and approved by it or by the municipal assembly.

c) Oversight: The oversight function is performed by various levels. Direct oversight over the development of the enterprise is carried out by strategic management (board of directors). The Municipal Council is obliged to ensure that the objectives of the ownership strategy are implemented and that the framework conditions and guidelines are adhered to. The municipal assembly has ultimate oversight, meaning that it, or the audit committee (GPK) commissioned by it, oversees the Municipal Council in the execution of its duties (applies only to public-law institutions, not to private-law companies) with regard to legality, economic efficiency, and effectiveness.

d) Controlling: Controlling is a direct management task and thus fundamentally differs from oversight. The strategic management level (board of directors) is responsible for internal controlling, in which corporate objectives are set and their compliance is monitored. The Municipal Council is also entrusted with controlling tasks: These involve the careful evaluation of whether the ownership objectives have been correctly implemented, and activities in case the ownership objectives have not been adequately realized.

1. The Municipal Council defines the following objectives for its supervisory activities concerning the management and control of the municipality's majority shareholdings

a) Demand compliance with the owner strategy;

b) Demand compliance with the municipality's superior regulations;

c) Coordination between political objectives, owner interests, and corporate goals;

d) Protection of municipal assets through systematic assessment and minimization of financial and political risks at the expense of the municipality;

e) Protect the well-being and reputation of the municipality.

1. The following documents must be submitted periodically and on time by the three companies (TBGN, APGN, and lintharena ag)

2. General

| Documentation | To be submitted by no later than |

| --- | --- |

| Submission of the minutes of the Board of Directors' meetings to the Municipal Chancellery of Glarus Nord for the attention of the Municipal Council | promptly and regularly (after approval by the Board of Directors) |

| Budget for the following financial year | immediately after its adoption by the Board of Directors, by mid-December at the latest |

3. APGN, semi-annual reporting, immediately after acknowledgement by the Board of Directors; by the middle of the second following month at the latest

a) Segmented financial statements (≠ site-specific financial statements);

b) Development of residents, occupancy days, BESA levels, etc.;

c) Information on customers, market, internal challenges;

d) Major and/or repeated complaints;

e) Investments/investment planning for the next 4 years;

f) Development of personnel headcount (absolute, in %, fluctuation);

g) Risk Management;

h) Special and extraordinary events.

4. TBGN, semi-annual reporting, immediately after acknowledgement by the Board of Directors; by the middle of the second following month at the latest

a) Segmented financial statements;

b) Development of electricity and gas prices;

c) Investments/investment planning for the next 4 years;

d) Information on customers, market, internal challenges;

e) Development of personnel headcount (absolute, in %, fluctuation);

f) Forecast (analysis of the expected annual result);

g) Special and extraordinary events.

5. lintharena ag, semi-annual reporting, immediately after acknowledgement by the Board of Directors; by the middle of the second following month at the latest

a) Development of turnover and frequencies for sports/hotel (indoor swimming pool, climbing and bouldering hall, wellness) and gastronomy, hotel room occupancy/overview of seminars and events/overview of training camps;

b) Investments/investment planning for the next 4 years;

c) Information on customers, market, internal challenges;

d) Segmented financial statements;

e) Development of personnel headcount (absolute, in %, fluctuation);

f) Forecast (analysis of the expected annual result);

g) Special and extraordinary events.

6. Validity for all companies

| Regular reports to the Municipal Council: | To be submitted by no later than: |

| --- | --- |

| Comments on the annual financial statements, semi-annual reporting and extraordinary occurrences | Twice a year: once with the annual financial statements and once with the forecast and budget or during price setting |

| Provisional annual financial statements (balance sheet, income statement) | approx. mid-March (exact timing will be communicated well in advance by BL Finance + IT during the annual closing planning) |

| Annual report or explanations to the annual financial statements, including the annual financial statements approved by the Board of Directors (balance sheet, income statement, notes), budget comparison, and auditor's report for bulletin | by mid-April at the latest (exact timing will be communicated well in advance by BL Finance + IT during the annual closing planning) |

| Report of the audit company (management letter, if available) on the audit of the annual financial statements and any interim audits (incl. any statements from the Board of Directors/Executive Management) | Immediately after acknowledgement by the Board of Directors |

7. Extraordinary events shall be communicated directly by the Board of Directors to the Municipal Council in an appropriate manner.

1. The duties of the respective representative of the Municipal Council on the Board of Directors of public law institutions or lintharena ag are

a) To demand compliance with the owner strategy;

b) To demand compliance with the superordinate regulations of the municipality;

c) To protect the well-being and reputation of the municipality;

d) To protect the municipal welfare.

2. The performance of these duties may lead to a conflict of objectives with the duties of a Board of Directors member, who is expected to act in the best interest of the enterprise. The representative of the Municipal Council shall regularly inform the Municipal Council about the internal status of the public law institutions or lintharena ag under a fixed agenda item at each Municipal Council meeting. Furthermore, a representative of the Board of Directors and the management of the public law institutions or lintharena ag shall be invited twice a year for "Reporting to the Municipal Council". The content of these reportings is described in Art. 6.

1. The Finance and Investments Department, within the scope of its supervisory function over public law institutions and lintharena ag, shall ensure (primarily through the Head of Department) that the Municipal Council receives access to all documents it requires to fulfill its supervisory function, including

a) Coordination between the municipality and the respective organizations;

b) Preparation and agenda setting of matters for submission to the Municipal Council;

c) Organization, agenda setting, and minute-taking of meetings within the framework of supervision (information exchange) between the Municipal Council / Municipal Presidency and the Board of Directors / Management;

d) Where applicable, participation in events (e.g., General Assemblies) as an owner representative, in cases where the municipality of Glarus Nord does not hold a majority stake (e.g., Glarus hoch3 AG, Sportbahnen Elm AG, etc.).

2. The Chancellery / Services Department shall perform the following tasks within the scope of its supervisory function over public law institutions and lintharena ag

a) Support for the Municipal Council and the Head of Finance and Investments, particularly in administrative and legal matters;

b) Coordination of appointments for meetings and municipal assemblies.