Board of Directors
The Board of Directors is committed to ensuring that Givaudan, as a Company, is headed in the right direction, in terms of strategy and management.
front row Calvin Grieder (Chairman), Ingrid Deltenre, Tom Knutzen and Roberto Guidetti
The Board of Directors is the highest strategic management body of Givaudan. It sets Givaudan’s strategy and the investment policy, ensures adequate operational and financial performance, manages succession planning and compensation and oversees Givaudan’s internal audit, compliance and risk management and general governance matters. By steering Givaudan’s purpose and strategy, the Board of Directors is involved in setting the direction for sustainability matters, including targets.
Membership of the Board is composed in such a way as to ensure the Board possesses all competencies required to execute its strategic oversight and control over Givaudan. The Board’s knowledge and diversity of experience are important assets in leading a company of Givaudan’s size in a complex and fast-changing environment. Each of the current nine Board members has an in-depth knowledge of his or her relevant areas of expertise. As the Board considers ESG matters an integral part of Givaudan‘s strategy, familiarity with ESG matters is required from all Board members, as are strong ethical values.
According to Givaudan’s Articles of Incorporation, the Board of Directors may consist of between seven and nine members. The members of the Board of Directors are elected by the General Meeting of Shareholders and election is individual. The term of office of the Board members is one year, from one ordinary Annual General Meeting of Shareholders to the next one, subject to prior resignation or removal. Barring exceptional circumstances, Board members are not proposed for re-election at the ordinary general meeting following their 70th birthday. The Board regularly reviews the list of its competencies and has established a long-term skill matrix for the assessment of existing and required competencies which is used as a basis for Board succession planning.
Details on remuneration and ownership of securities can be found in our digital annual integrated report.
Process of succession
The Board hold continuous discussions of succession planning for itself and for the Executive Committee annually. Succession plans are prepared by the Chairman with the support of the Nomination and Governance Committee and discussed in the Committee and with the full Board in closed sessions. Professional executive search specialists support searches of new Board members on the basis of specific selection criteria based on the evolving competency needs of the Company and in line with diversity considerations.
The Board has four Committees – the Audit Committee, the Nomination and Governance Committee, the Compensation Committee, and the Science and Innovation Committee. Each are led by a Committee Chairman whose main responsibilities are to organise, lead and minute the meetings.
List of members and role in each committee, from 23 March 2023
Nomination and governance
|Calvin Grieder||• •||•|
|Ingrid Deltenre||•||• •|
|Victor Balli||• •||•|
|Tom Knutzen||•||• •|
• • Chairman of the committee
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, the systems of internal controls and the audit process. It carries out certain preparatory work for the Board of Directors as a whole. The Audit Committee currently consists of four members of the Board. All of them have the requisite financial experience.
The Audit Committee ensures that the Company’s risk management systems are efficient and effective. It promotes effective communication among the Board, management, the internal audit function and external audit. It reviews and approves the compensation of the external auditors for the annual audit.
The Compensation Committee reviews and recommends the compensation policies to the Board of Directors. It approves the remuneration of the Chief Executive Officer and the other members of the Executive Committee as well as all performance-related remuneration instruments and pension fund policies. Since the Swiss Ordinace against Excessive Compensation came into force, the Committee prepares the Compensation Report to be established by the Board.
The Compensation Committee consists of three members of the Board who are elected annually by the Annual General Meeting of shareholders. The Committee takes advice from external independent compensation specialists and consults with the Chairman and the Chief Executive Officer on specific matters where appropriate. Since the Annual General Meeting 2014, the members of the Compensation Committee are elected by the shareholders from the re-elected Board members.
Nomination and Governance Committee
The Nomination and Governance Committee assists the Board in applying the principles of good corporate governance. It prepares appointments to the Board of Directors and the Executive Committee and advises on the succession planning process of the Company. It consists of four members of the Board.
The Innovation Committee advises the Board on scientific matters relevant to the flavour and fragrance and cosmetics industry, or other additional fields the Board may request. It acts as a sounding board to the Board of Directors and research management, reviewing activities in different fields of research, looking at new opportunities and possible partnerships and reviewing projects on a detailed basis as required. It also serves as a platform for Board dialogue with the relevant members of the Executive Committee and the two heads of Science and Technology.
For the details on the number of meetings for each committee in 2022, and the attendance of each Board member to the different meetings please consult the Governance Report page 17.