2023-11-11 14:39:28
There is a conflict of interest in the association of small shops
The president wanted to sell his own company to the organization, which includes stores such as Denner-Satellit, Migros-Voi, Volg, Spar and Migrolino. Now the project has been stopped – at least for the time being.
Anyone who completes an apprenticeship as a retail specialist at Migrolino attends courses at Veledes, the association of small food retailers. A letter now draws attention to conflicts of interest.
Photo: Keystone
At Veledes, the traditional Swiss association that has been around for over 120 years, not everything is going smoothly. The association represents 430 retailers who independently operate branches of Migros, Coop, Denner, Volg or Spar. The members also include large companies such as Unilever, Lindt & Sprüngli, Fenaco and Valora.
In an email sent to members on Wednesday, Christoph Streuli, the association’s lawyer, made strong accusations against the association’s management. Essentially, he criticizes the fact that Executive President Marcel Mautz had planned to sell his own company to the association at a high price.
What is clear is that the connections are close. The company in question, Veledes Bildungs AG, founded in 2009, has been owned entirely by Marcel Mautz and Charly Solenthaler since 2012. As Managing Director of Education, he also sits on the Veledes association management.
The company, which currently employs 15 people, has a mandate from the association to offer inter-company courses for retail specialists and numerous further training courses. Not only employees from small village and neighborhood shops take part, but also apprentices from Migros, Coop and other large retailers. The federal government and the cantons contribute to the course fee.
Negotiations postponed until further notice
In fact, the purchase of this company was discussed several times in the association. Mautz has brought this option to the board of directors over the past two years, confirms Urs Cathrein. He was in the Veledes association management from 1994 to 2022 and is also an FDP local councilor in Wald ZH. There were tough discussions. “I pointed out at the time that the company value was calculated too high.”
Cathrein says he considered it premature to decide on the purchase so far in advance. “The sales negotiations should not have taken place immediately, but only from 2027 and should have been completed by 2030 at the latest.”
The committee then decided to deal with the business at a later date and put the matter on hold, says Christoph Stüssi, who runs a local store in Zurich and has been on the association’s management since 2021. He justifies this with “other priorities”.
Marcel Mautz sees no error in his approach. A takeover would be a suitable option for the association because both bodies are already closely intertwined. He and his business partner would later re-examine a possible sale, “as we fundamentally consider this to be a sustainable solution with a view to the long-term prosperity of Bildungs AG.”
Mautz justifies the early planning with the advanced age of himself and his business partner Charly Solenthaler. That is why they have been looking for a successor solution for a long time. Solenthaler is 56 years old, Mautz is 57 years old. The president, like all other people contacted, remains silent about the exact amount of the purchase price being discussed.
Lawyer Streuli was recently fired. Mautz says that the mandate was ended due to reaching retirement age and against the background of consolidation.
No special conditions for the president
The closeness between the Veledes Association and the company Veledes Bildungs AG has grown historically. It has to do with the dwindling of financial and human resources, says Urs Cathrein, who has witnessed the development through his almost thirty years in management. The association has continually lost members because, with the rise of the retail giants Coop and Migros and other large players, there are fewer and fewer small village and neighborhood shops. That is why it has become increasingly difficult to attract members to the board’s work.
What applies when there is a risk of conflicts of interest is regulated in the sense of an industry agreement by a paper from the umbrella organization Economiesuisse. Although it is aimed at companies, it is also valid for clubs and therefore associations, says Dominik Probst, lawyer at the SLP law firm in Aarau.
The paper states that transactions between the company and board members “are in all cases subject to the principle of conclusion on third-party terms” – i.e. should be concluded on the same terms as between the association and an uninvolved external party. This means that no special conditions may apply to the president. In addition, those affected must resign in order to receive approval. And: If necessary, an independent body should assess the business.
Marcel Mautz says he withdrew from the negotiations. In addition, in order to protect the interests of the association, the board called in lawyer Streuli.
However, because the negotiations were stopped, there was no risk analysis, says Mautz. If the association were to take over his company one day, it would “definitely make sense”.
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