The browser you’re using is no longer supported by our website. Please use Microsoft Edge, Chrome or Firefox for a better browsing experience.

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.

Together, they form a sum of four committees, who meet several times a year to consider matters ranging from corporate governance to innovation. Each Board member is able to call upon their respective area of expertise, facilitating the leadership of a company of Givaudan’s size in a diverse, complex and fast-changing environment.

The term of office of the Board members is one year, from one Annual General Meeting of shareholders to the next one, subject to prior resignation or removal. Board members have to resign at the latest at the ordinary general meeting following their 70th birthday. The members of the Board of Directors are elected by the general meeting of shareholders and election is individual. In order to allow a phased renewal of the Board's composition, the Board has adopted an internal succession planning.

The compensation of our Board members consists of fixed compensation only in order to reinforce their independence in exercising their supervisory duties. They are thus not eligible to any performance-based compensation and not insured in the Company pension plans. 

Details on remuneration and ownership of securities can be found in our online integrated report.

Read more about the Board of Directors' renumeration and securities ownership

Meet our Board members

Read more about each Board member by clicking their name

Our retired members of the board

  
Committees of the Board

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 24 March 2022
 

Audit

Nomination and governance

Compensation

Innovation

Calvin Grieder

• •

Werner Bauer

• •

Victor Balli

• •

• 

Lilian Biner

Michael Carlos

• •

Ingrid Deltenre

Olivier Filliol
Sophie Gasperment
Tom Knutzen

• • Chairman of the committee
 

The purpose and work of each committee
    

Audit 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.  

Compensation Committee
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.  

Innovation Committee
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.

Meeting attendance

For the details on the number of meetings for each committee in 2021, and the attendance of each Board member to the different meetings please consult the Governance Report pages 11-13.

READ MORE IN THE GOVERNANCE REPORT