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Corporate governance

Ensuring proper checks and balances

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 208 to the consolidated financial statements of the 2018 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.

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 2018 (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 
 

2018  

in %

Beneficial owners

 

William H. Gates III - Cascade Investment

13.86

BlackRock Inc

5.02

MFS Investment Management

5.04

Nominees

 

Nortrust Nominees Ltd.

15.04

Chase Nominees Ltd.

6.36

Messieurs Pictet & Cie.

4.54

Capital structure

Ordinary share capital

As at 31 December 2018, 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 2018 was CHF 21,015,641,736. The Company's conditional share capital is described in the 2018 Governance report page 101.

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

Each of the seven Board members has an in-depth knowledge of his or her relevant areas of expertise and contributes to the Board competencies. In addition, 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.

Board of Directors, its committees and election dates 2018


Calvin Grieder​
Chairman

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

 

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
Victor Balli, entire year

Reviews and recommends the compensation policies to the Board

Approves the remuneration for the Executive Committee

Prepares the Compensation Report
 

Nomination and Governance Committee

Calvin Grieder (Chairman), entire year
Ingrid Deltenre, entire year
Michael Carlos, entire year

Assists the Board in applying principles o good corporate governance

Prepares appointsments to the Board and the Executive Committee

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


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.


Gilles Andrier
Chief Executive officer

French
Born 1961
Appointed in 2005

Louie D’Amico
President Flavour Division

American
Born 1961
Appointed in 2018

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

 


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 22 March 2018, Deloitte SA was reappointed as statutory auditor for the business year 2018. Since March 2016, the responsible lead auditor for the Givaudan audit at Deloitte has been Ms Karine Szegedi Pingoud, Partner. 

 

Full version: Governance Report – 2018 Integrated Annual Report