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Committees of the Board

With the aim of further improving Corporate Governance within Givaudan, the Board of Directors decided in 2005 to establish three Committees with a minimum of three Board members per Committee. In 2016, in response to the new strategic direction of the Company and the importance of creation and innovation, a new Committee was created for science and innovation.

The four Committees – the Audit Committee, the Nomination and Governance Committee, the Compensation Committee, and the Science and Innovation Committee – are led by a Committee Chairman whose main responsibilities are to organise, lead and minute the meetings.

 

Audit

Nomination and governance

Compensation

Science and innovation

Calvin Grieder

 

• •

 

Lilian Biner

 

 

 

Thomas Rufer

• •

 

 

 

Werner Bauer

 

 

• •

Ingrid Deltenre

 

 

Michael Carlos

 

 

• •

Victor Balli

 

 

• • Chairman of the 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 three members of the Board.

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. The Chief Financial Officer attends the meetings of the Audit Committee on the invitation of its chairman.

The Audit Committee met four times in the course of 2016. Each meeting lasted approximately half a day, The Head of Internal Audit, the Chief Financial Officer, the Corporate Compliance Officer and the External Lead Audit Partner attended all meetings, apart from certain private sessions.

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. From the entry into force of the Ordinance against Excessive Remuneration in Public Companies, the Committee is to be charged with preparing the Compensation Report for the Annual General Meeting.

The Compensation Committee consists of three members of the Board. The Committee takes advice from external independent compensation specialists and consults with the Chairman and the Chief Executive Officer on specific matters where appropriate. As from the Annual General Meeting 2014 onwards, the members of the Compensation Committee will be elected by the shareholders from amongst the re-elected Board members.

In 2016, the Compensation Committee met five times. The average duration of each meeting was approximately one hour. During these meetings and among other things, the Committee reviewed short and long term incentive plan parameters as well as the alignment of Executive Committee compensation with our principles and policy. Where appropriate, the Chairman, the Chief Executive Officer, the Head of GlobalHuman Resources and the Head of Compensaation and Benefits attended the meetings.

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 three members of the Board.

The Nomination and Governance Committee met twice during 2016 to prepare changes in the composition of the Board and senior management succession. Each meeting lasted for approximately one hour.

Science and Innovation Committee

The Science and 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 offering different perspectives and identifies opportunities in the innovation space. It also proposes and screens potential innovation partners and validates and reviews projects on request of management.

The Science and Innovation Committee met twice during 2016 to discuss innovation strategies for different areas of the Company. Each meeting lasted for approximately four hours. The Head of Global Science and Technology attended both meetings. Further members of senior management as well as external advisors also attended one or more of the meetings.