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Corporate governance - summary

The Governance chapter 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’ issued by economiesuisse.

Group structure and shareholders

Givaudan SA, the parent company of the Givaudan Group, with its registered corporate headquarters at 5 Chemin de la Parfumerie, 1214 Vernier, Switzerland (‘the Company’), is a ‘société anonyme’, pursuant to art. 620 et seq. of the Swiss Code of Obligations. It 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 172 to the consolidated financial statements of the 2017 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 2017 (or as at the date of their last notification under article 20 of the Stock Exchange Act):

The Company has not entered into any shareholder agreements with any of its significant shareholders. 

Significant shareholders
 

2017  

in %

Beneficial owners

 

William H. Gates III - Cascade Investment

13.86

BlackRock Inc

5.18

MFS Investment Management

5.04

Nominees

 

Nortrust Nominees Ltd.

14.90

Chase Nominees Ltd.

5.21

Messieurs Pictet & Cie.

4.40

Capital structure

Ordinary share capital

As at 31 December 2017, 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 2017 was CHF 20,794,035,672. The Company’s conditional share capital is described in the 2017 Governance Report page 61.

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 of shares.

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 seven 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 are an important asset in leading a company of Givaudan’s size in a complex and fast-changing environment.

At the Annual General meeting in March 2017, Dr Jürg Witmer retired from the Board of Directors and from the position of Chairman. Calvin Grieder was elected new Chairman. Prof. Dr-Ing Werner Bauer was appointed Vice-Chairman by the Board.

Board of Directors¹, its committees and election dates 2017

 

Calvin Grieder​
Chairman

since March 2017

Swiss, born in the USA
Born 1955
Member since 2014
  

Prof.Dr-Ing.
Werner Bauer

German and Swiss
Born 1950
Member since 2014

Victor Balli

Swiss
Born 1957
Member since 2016

Lilian Biner

Swedish
Born 1962
Member since 2011

Dr Jürg Witmer​
Chairman

until March 20171

Swiss
Born 1948
Member since 1999

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

 

Audit Committee

Thomas Rufer (Chairman), entire year
Lilian Biner, entire year
Victor Balli, entire year

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

Prof.Dr-Ing. Werner Bauer (Chairman), entire year 
Ingrid Deltenre, entire year
Calvin Grieder, until March 2017
Victor Balli, from March 2017

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), until March 2017¹
Calvin Grieder (Chairman), from March 2017
Ingrid Deltenre, entire year
Lilian Biner, until March 2017
Michael Carlos, from March 2017

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), entire year
Calvin Grieder, entire year
Prof.Dr-Ing. Werner Bauer, entire year

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

Identifies opportunities, proposes and screens potential innovation partners

1. Dr Jürg Witmer retired as Board member, as Chairman and as Chairman of the Nomination and Governance Committee on 23 March 2017

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.

The tasks and powers of the Executive Committee include the approval of investments, leasing agreements and divestments within the corporate investment guidelines. The Executive Committee approves important business projects, prepares the business plan of the Company and the budgets of the individual divisions and functions.

In addition, it plays a key role – together with the Human Resources organisation – in the periodic review of the talent management programme, including succession planning for key positions. Alliances and partnerships with outside institutions, such as universities, think tanks and other business partners, are also monitored by the Executive Committee.

The members of the Executive Committee are individually responsible for the business areas assigned to them.

The Head of Global Procurement and Sustainability, a member of the Executive Committee, heads the Company’s sustainability programme. He is supported by a cross-functional corporate sustainability steering committee and sustainability leadership team made up of internal specialists in corporate responsibility and sustainability to implement the programme. The Head of Global Procurement and Sustainability reports annually to the Board of Directors on sustainability matters.

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
 

Tom Hallam
Chief Financial Officer

British and Swiss
Born 1966
Appointed in 2017

Simon Halle-Smith
Head of Global Human Resources & EHS

British 
Born in 1966
Appointed in 2015

Willem Mutsaerts
Head of Global Procurement & Sustainability

Dutch 
Born in 1962
Appointed in 2015

Anne Tayac
Head of Givaudan Business Solutions

French 
Born in 1968
Appointed in 2016

Chris Thoen
Head of Global Science and Technology

American and Belgian 
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 23 March 2017, Deloitte SA was reappointed as statutory auditor for the business year 2017. Since March 2016, the responsible lead auditor for the Givaudan audit at Deloitte has been Ms Karine Szegedi Pingoud, Partner.