A detailed view of the leadership structure at Givaudan, led by our Board of Directors and enabled by the Executive Committee.
Board of Directors
In 2018, the Givaudan Board of Directors held six regular meetings, including one constitutive meeting directly following the general meeting of shareholders and two extraordinary meeting by telephone and passed two written resolutions by circulation.
The Board of Directors is responsible for the ultimate direction, strategic supervision and control of the management of the Company, as well as other matters which, by law, are under its responsibility. This includes the establishment of medium- and long-term strategies and of directives defining Company policies and the giving of the necessary instructions in areas such as acquisitions, major investments and long-term financial commitments exceeding certain thresholds.
Except as otherwise provided by Swiss law, the Articles of Incorporation and the Board Regulations, all other areas of management are fully delegated by the Board of Directors to to the Chief Executive Officer, the Executive Committee and its members.
Terms of service
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 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, subject to the powers attributed to him, 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 committee’s role
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 Executive Committee meets generally on a monthly basis to discuss general Company business and strategy. In 2018, the Committee held twelve meetings at Company sites around the world, each meeting lasting between one and two days. These meetings are an opportunity to interact with local management and to visit Givaudan locations across the globe. Each major region is visited at least once a year to ensure a close interaction with all the different business areas.
How members are appointed
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.
Compensation, shareholdings and loans
In accordance with the Swiss Code of Obligations and the SIX Directive on Corporate Governance, Givaudan publishes the details of the remuneration of its Board of Directors and its Executive Committee in the separate chapter 'Compensation Report' in its Annual Report.