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2019Governance, Compensation and Financial Report

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2019Governance, Compensation and Financial Report Governance, Compensation and 2019Financial Report 2019 Governance, Compensation and Financial Report As part of our reporting suite, this year we have created a stand-alone document with the full details of our governance and compensation policies as well as a detailed look at our financials; an overview can be found in the Integrated Annual Report. Good corporate governance ensures proper checks and balances and Table of contents Givaudan is managed and supervised 1 Governance report 18 Compensation report in a responsible way, with a focus 31 Consolidated financial report on value creation. Our compensation 100 Statutory financial report programmes are aligned with our 112 Appendix strategy and reflect the performance of the business and of individuals. Full information on our financial performance and our focus on creating value for the Company and all its stakeholders can be found in this report. Governance report 1 Governance report In this section 2 Group structure and shareholders 3 Capital structure 4 Board of Directors 12 Executive Committee 15 Compensation, shareholdings and loans 15 Shareholders’ participation 16 Change of control and defence measures 16 Auditors 17 Information policy Givaudan – 2019 Governance, Compensation and Financial Report 2 Governance report Corporate governance Ensuring proper checks and balances 1. Group structure and shareholders The Governance report is 1.1 Group structure aligned with international 1.1.1 Description of the issuer’s operational Group structure standards and has been Givaudan SA, the parent company of the Givaudan Group, with its registered corporate headquarters at 5 Chemin de la prepared in accordance with the Parfumerie, 1214 Vernier, Switzerland (‘the Company’), is a ‘société anonyme’, pursuant to art. 620 et seq. of the Swiss ‘Swiss Code of Obligations’, Code of Obligations. It is listed on the SIX Swiss Exchange the ‘Directive on Information under security number 1064593, ISIN CH0010645932. Relating to Corporate Governance’ The Company is the global leader in the flavour and fragrance industry, offering its products to global, regional and local issued by the SIX Swiss Exchange food, beverage, consumer goods, fragrance and cosmetics and the ‘Swiss Code of Best companies. The Company operates around the world and has two principal divisions: Flavour and Fragrance. The Flavour Practice for Corporate Governance’ Division consists of four business units: Beverages, Dairy, Savoury and Sweet Goods. The Fragrance Division has three issued by economiesuisse. business units: Fine Fragrances, Consumer Products, as well The internal corporate governance framework is based on as Fragrance Ingredients and Active Beauty. Givaudan SA’s Articles of Incorporation. The ‘Board Regulations of Givaudan SA’, the Company’s organisational regulation, Both divisions have a sales and marketing presence in all further clarifies the duties, powers and regulations of the major countries and markets as well as Research and governing bodies of the Company. Development organisations. They share resources and knowledge in the areas of research and consumer Except when otherwise provided by law, the Articles of understanding, where applicable. Corporate functions include Incorporation and Givaudan’s Board Regulations, all areas of Finance, Procurement, Science and Technology, Legal, management are fully delegated by the Board of Directors, with Compliance and Communications, Human Resources (HR) the power to sub-delegate to the Chief Executive Officer, the as well as Givaudan Business Solutions (GBS). GBS provides Executive Committee and its members. The Board Regulations best-in-class internal processes and services in the areas of Givaudan also specifies the duties and the functioning of its of Finance, Controlling, HR, Procurement, Supply Chain, four Board Committees. Environment, Health & Safety (EHS), Enterprise Data Management, Information Management and Technology The Articles of Incorporation, Board Regulations of Givaudan (IM&T), Sustainability and Continuous Improvement. and other documentation regarding Givaudan’s principles of corporate governance can be found on our website. 1.1.2 Listed companies within the scope of consolidation www.givaudan.com – our company – The Company does not have any publicly listed subsidiaries. corporate governance – rules and policies 1.1.3 Unlisted companies within the scope of consolidation The list of principal consolidated companies, their domiciles and the shareholding is presented on page 89, in note 33 to the 2019 Givaudan – 2019 Governance, Compensation and Financial Report Governance report 3 consolidated financial statements. Note 1 to the consolidated The market capitalisation of the Company at 31 December 2019 financial statements as well as note 3 to the statutory financial was CHF 27,986,999,166. statements offer more details regarding the structure of the Group. All unlisted subsidiaries are wholly-owned, unless 2.2 Authorised and conditional capital in particular otherwise indicated in notes 3 and 5 to the statutory financial Authorised share capital statements mentioned above. The 2019 Financial report is in The Company does not have any authorised share capital. English and can be downloaded on the Company website. Conditional share capital www.givaudan.com – investors – online annual report – As per article 3b of the Company’s Articles of Incorporation, download centre – 2019 Governance, Compensation and the Company’s share capital can be increased by: Financial report – issuing up to 463,215 shares (CHF 4,632,150) through the exercise of option or conversion rights granted in connection with bond issues of Givaudan SA or a Group company 1.2 Significant shareholders – issuing up to 161,820 shares (CHF 1,618,200) through the To the knowledge of the Company, the following shareholders exercise of option rights granted to employees and/or the were the only shareholders holding more than 3% of the members of the Board of Directors of the Group share capital of Givaudan SA as at 31 December 2019 (or as at – issuing up to 123,163 shares (CHF 1,231,630) through the date of their last notification under article 20 of the Stock the exercise of warrants granted to the shareholders of Exchange Act): Givaudan SA. Significant shareholders The conditional share capital amounts to a maximum of 2019 in % CHF 7,481,980, which equates to 8.1% of the existing share capital. Beneficial owners William H. Gates III and Melinda French Gates 13.86 The subscription rights of the shareholders are excluded in cases BlackRock, Inc. 5.06 a) and b) above. The Board of Directors is authorised to exclude MFS Investment Management 5.04 the shareholders’ preferential right to subscribe to bonds if the purpose is to finance acquisitions or to issue convertible bonds or Nominees warrants on the international capital market. In that case, the Nortrust Nominees Limited* 15.07 bonds or warrants must be offered to the public at market Chase Nominees Limited* 7.21 conditions, the deadline for exercising option rights must be not Banque Pictet & Cie SA** 4.45 more than six years and the deadline for exercising conversion * Voting rights for the shares held by Nortrust Nominees Limited and Chase rights must be not more than 15 years from the issue of the bond Nominees Limited need to be exercised in accordance with clients’ instructions. ** The shares held by Banque Pictet & Cie SA bear no voting rights. or warrants and the exercise or conversion price for new shares must be at a level corresponding at least to the market The notifications can be viewed on the following site: conditions at the time of issue. www.six-swiss-exchange.com – market data – shares – The Company’s Articles of Incorporation can be found on givaudan – overview – significant shareholders our website. www.givaudan.com – our company – corporate governance – The Company has not entered into any shareholder agreements rules and policies with any of its significant shareholders. The acquisition of shares through the exercise of option or 1.3 Cross-shareholdings conversion rights and the transfer of such shares are subject to The Company does not have any cross-shareholdings with restrictions as described in section 2.4. any other company. 2.3 Changes in capital The information regarding the year 2017 is available in notes 2. Capital structure 8 and 9 to the statutory financial statements of the 2017 Financial report. Details of the changes in equity for the years 2.1 Capital on the disclosure deadline 2018 and 2019 are given in notes 8 and 9 to the statutory Ordinary share capital financial statements of the 2019 Financial report. As at 31 December 2019, the Company’s ordinary share capital amounted to CHF 92,335,860 fully paid in and divided into www.givaudan.com – media – publications 9,233,586 registered shares with a par value of CHF 10.00 each. Givaudan – 2019 Governance, Compensation and Financial Report 4 Governance report 2.4 Shares and participation certificates 3. Board of Directors The Company has one class of shares only. All shares are registered shares with a par value of CHF 10.00 each. Subject to According to Givaudan’s Articles of Incorporation, the Board the limitations described below, all shares have the same rights of Directors may consist of between seven and nine members. in all respects. Every share gives the right to one vote and to an equal dividend. Membership of the Board is composed in such a way as to ensure it possesses all the competencies required to execute 2.5 Dividend-right
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