engage your senses

Corporate governance

This Governance section is aligned with international standards and has been prepared in accordance with the ‘Swiss Code of Obligations, the Directive on Information Relating to Corporate Governance’ issued by the SIX Swiss Exchange and the ‘Swiss Code of Best Practice for Corporate Governance’.

Group structure and shareholders

Givaudan SA , Chemin de la Parfumerie 5, 1214 Vernier, Switzerland, (‘the Company’) the parent company of the Givaudan Group (the ‘Group’), is listed on the SIX Swiss Exchange under security number 1064593, ISIN CH0010645932.

The Company does not have any publicly listed subsidiaries. The list of principal consolidated companies, their domiciles and the shareholding is presented in appendix page 196 to the consolidated financial statements of the 2016 Financial Report. Note 1 to the consolidated financial statements as well as note 3 to the statutory financial statements offer more details regarding the structure of the Group. All unlisted subsidiaries are wholly-owned, unless otherwise indicated in notes 3 and 5 to the statutory financial statements mentioned above.

To the knowledge, of the Company, the following were the only shareholders holding more than 3% of the share capital of Givaudan SA as at 31 December 2016 (or as at the date of their last notification under article 20 of the Stock Exchange Act): William H. Gates III - Cascades investment (13.86%), BlackRock Inc. (5.08%), MFS Investment Management (3.00%), Nortrust Nominees Ltd (nominee; 15.49%), Chase Nominees Ltd (nominee; 6.47%) and Messieurs Pictet & Cie (nominee: 4.17%). The Company has not entered into any shareholder agreements with any of its key shareholders.

Capital structure

Ordinary share capital

As at 31 December 2016, the Company’s ordinary share capital amounted to CHF 92,335,860 fully paid in and divided into 9,233,586 registered shares with a par value of CHF 10.00 each. The market capitalisation of the Company at 31 December 2016 was CHF 17,229,871,476.

Shares and participation certificates

The Company has one class of shares only. All shares are registered shares with a par value of CHF 10.00 each. Subject to the limitations described below, all shares have the same rights in all respects. Every share gives the right to one vote and to an equal dividend.

Limitations on transferability and nominee registrations

At the Annual General Meeting of shareholders on 20 March 2014, the previously existing registration and voting rights restrictions were abolished. Today, the Company no longer has limitations on transferability.

Based on a regulation of the Board of Directors, nominee shareholders may be entered with voting rights in the share register of the Company for up to 2% of the share capital without further condition, and for more than 2% if they undertake to disclose to the Company the name, address, nationality and number of shares held by the beneficial owners.

Board of Directors

Givaudan’s eight Board members have an in-depth knowledge of their relevant areas of expertise, and provide contributions in the areas of strategy, the flavour and fragrance industry, finance, research and innovation, marketing and regulatory affairs. The Board’s knowledge, diversity and expertise make an important contribution in leading a company of Givaudan’s size in a complex and fast-changing environment.

Board of Directors¹ and its committees 2016

 

Dr Jürg Witmer,
Chairman

Swiss
Born 1948
Member since 1999

Calvin Grieder

Swiss
Born 1955
Member since 2014

Victor Balli

Swiss
Born 1957
Member since 2016

Prof.Dr-Ing.
Werner Bauer

German and Swiss
Born 1950
Member since 2014
 

Lilian Biner

Swedish
Born 1962
Member since 2011

Michael Carlos

French
Born 1950
Member since 2015

Ingrid Deltenre

Dutch and Swiss
Born 1960
Member since 2015

Thomas Rufer

Swiss
Born 1952
Member since 2009

1. Andre Hoffman retired as Board member, as Vice-Chairman and as Chairman of the Compensation Committee on 17 March 2016. Peter Kappeler retired as Board member and member of the Compensation Committee also on 17 March 2016.

Audit Committee

Thomas Rufer (Chairman), entire year
Lilian Biner, entire year
Calvin Grieder, until March 2016
Victor Balli, from March 2016

Assists the Board in its oversight responsibilities with respect to financial reporting

Ensures effectiveness and efficiency of internal control, risk management and compliance systems

Assesses and overviews the internal and external audit processes
 

Compensation Committee

André Hoffmann (Chairman), until March 2016
Peter Kappeler, until March 2016
Prof.Dr-Ing. Werner Bauer, entire year (Chairman since March 2016)
Calvin Grieder, from March 2016
Ingrid Deltenre, from March 2016

Reviews and recommends the compensation policies to the Board

Approves the remuneration for the Executive Committee

Prepares the Compensation Report
 

Nomination and Governance Committee

Dr Jürg Witmer (Chairman), entire year
Michael Carlos, until March 2016
Lilian Biner, from March 2016
Ingrid Deltenre, entire year

Assists the Board in applying principles o good corporate governance

Prepares appointsments to the Board and the Executive Committee

Science and Innovation Committee

Michael Carlos (Chairman), from March 2016
Calvin Grieder, from March 2016
Prof.Dr-Ing. Werner Bauer, from March 2016

Assists and Board in scientific matters relating to the flavours, fragrances and cosmetics industry

Identifies opportunities, proposes and screens potential innovation partners

Executive Committee

The Executive Committee, under the leadership of the Chief Executive Officer, is responsible for all areas of operational management of the Company that are not specifically reserved to the Board of Directors.

The Chief Executive Officer is appointed by the Board of Directors upon recommendation of the Nomination Committee. Subject to the powers attributed to him, he has the task of achieving the strategic objectives of the Company and determining the operational priorities. In addition, he leads, supervises and coordinates the other members of the Executive Committee, including convening, preparing and chairing the meetings of the Executive Committee.

The members of the Executive Committee are appointed by the Board of Directors on recommendation of the Chief Executive Officer after evaluation by the Nomination Committee. The Executive Committee is responsible for developing the Company’s strategic as well as long-term business and financial plans. Key areas of responsibility also include the management and supervision of all areas of the business development on an operational basis, and approving investment decisions.

Executive Committee
 

Gilles Andrier
Chief Executive officer

French
Born 1961
Appointed in 2005

Mauricio Graber
President Flavour Division

Mexican
Born 1963
Appointed in 2006

Maurizio Volpi
President Fragrance Division

Italian
Born 1969
Appointed in 2015
 

Matthias Währen
Chief Financial Officer

Swiss
Born 1953
Appointed in 2004

Joe Fabbri
Head of Global EHS and Sustainability

Canadian
Born 1958
Appointed in 2008

 

Simon Halle-Smith
Head of Global Human Resources

British national
Born in 1966
Appointed in 2015
 

Willem Mutsaerts
Head of Global Procurement

Dutch national
Born in 1962
Appointed in 2015

Anne Tayac
Head of Givaudan Business Solutions

French national
Born in 1968
Appointed in 2016

Chris Thoen
Head of Global Science and Technology

American and Belgian national
Born in 1960
Appointed in 2015

Auditors

At the Annual General Meeting of shareholders on 26 March 2009, Deloitte SA was first appointed as Group and statutory auditor of Givaudan SA and its affiliates and has held the audit mandate since that time. At the Annual General Meeting of shareholders on 17 March 2016, Deloitte SA was reappointed for the business year 2016. Since March 2016, the responsible lead auditor for the Givaudan audit at Deloitte has been Ms Karine Szegedi Pingoud, Partner.