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.

• • 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. 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.

The Audit Committee held four regular meetings in 2018, each lasting approximately three to four hours. 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. In addition, the Audit committee held one extraordinary meeting to designate a new Head of Corporate Internal 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. 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.

In 2018, the Compensation Committee met four times. The average duration of each meeting was approximately 1.5 to 2 hours. During these meetings the Committee reviewed, among other things, the short and long term incentive plan parameters as well as the alignment of Executive Committee and Board of Directors compensation with the Company’s principles and policy. Where appropriate, the Chairman, the Chief Executive Officer, the Chief Financial Officer, the Head of Global Human Resources and/or the Head of Compensation 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 2018 to prepare changes in the composition of the Board and the Board committees as well as senior management succession. It also reviewed the independence of the Board members. Each meeting lasted between one and one and a half hours. Where appropriate, the CEO and the Global Head of Human Resources attended the meetings.

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 divisional Heads of Science and Technology.

The innovation Committee met three times during 2018. Each meeting lasted approximately four to eight hours on average. The CEO, the Division Heads and the divisional Heads of Science and Technology were present. External speakers also attended the meetings.