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Corporate Governance Report 2020 Compensation Report 2020

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Corporate Governance Report 2020 Compensation Report 2020 Financial Statements 2020 Compensation Report 2020 Corporate Governance Report 2020 Nestlé – Corporate Governance Report 2020 | Compensation Report 2020 | Financial Statements 2020 Contents 1 Corporate Governance Report 2020 3 Group structure and shareholders 4 Capital structure 6 Board of Directors 20 Executive Board 24 Compensation, shareholdings and loans 25 Shareholders’ participation rights 26 Change of control and defence measures 27 Auditors 28 Information policy 29 General Organization of Nestlé S.A. 31 Compensation Report 2020 51 Report of the statutory auditor on the compensation report 53 Articles of Association of Nestlé S.A. 63 Financial Statements 2020 65 Consolidated Financial Statements of the Nestlé Group 2020 67 Principal exchange rates 68 Consolidated income statement for the year ended December 31, 2020 69 Consolidated statement of comprehensive income for the year ended December 31, 2020 70 Consolidated balance sheet as at December 31, 2020 72 Consolidated cash flow statement for the year ended December 31, 2020 73 Consolidated statement of changes in equity for the year ended December 31, 2020 75 Notes 152 Statutory auditor’s report on the audit of the consolidated financial statements 162 Financial information – 5 year review 164 Companies of the Nestlé Group, joint arrangements and associates 183 154th Financial Statements of Nestlé S.A. 185 Income statement for the year ended December 31, 2020 186 Balance sheet as at December 31, 2020 187 Notes to the annual accounts 196 Proposed appropriation of profit 198 Report of the statutory auditor on the financial statements Front cover Nescafé: The world’s number one coffee A truly global brand, Nescafé is coffee in any language, giving consumers a strong start to their day. Corporate Governance Report 2020 Corporate Governance Report 2020 1 Situation at December 31, 2020 3 1. Group structure and shareholders 24 5. Compensation, shareholdings 1.1 Group structure and loans 1.2 Significant shareholders 1.3 Cross-shareholdings 25 6. Shareholders’ participation rights 6.1 Voting rights restrictions 4 2. Capital structure and representation 2.1 C api t al 6.2 Quorums required by the Articles 2.2 Conditional capital of Association 2.3 Changes in capital 6.3 Convocation of the General Meeting 2.4 Shares and participation certificates of shareholders 2.5 Dividend-right certificates 6.4 Inclusion of items on the agenda 2.6 Limitations on transferability 6.5 Entries in the share register and nominee registrations 2.7 Convertible bonds and options 26 7. Change of control and defence measures 6 3. Board of Directors (1) 7.1 Duty to make an offer 3.1 Members of the Board of Directors 7.2 Clauses on change of control 3.2 Professional background and other activities and functions 27 8. Auditors 3.3 Mandates outside Nestlé 8.1 Duration of the mandate and term 3.4 Elections and terms of office of office of the lead auditor 3.5 Internal organizational structure 8.2 Auditing fees 3.6 Definition of areas of responsibility 8.3 Additional fees 3.7 Information and control instruments 8.4 Information instruments pertaining vis-à-vis the Executive Board (2) to the external audit 8.5 Auditor rotation 20 4. Executive Board (2) 4.1 Members of the Executive Board 28 9. Information policy 4.2 Professional background and other activities and functions 29 General Organization of Nestlé S.A. 4.3 Mandates outside Nestlé 4.4 Management contracts 31 Compensation Report 2020 53 Articles of Association of Nestlé S.A. (1) The full Board of Directors Regulations and Committee Charters are published on www.nestle.com/investors/ corporate-governance/boardcommittees. (2) The term Executive Committee, as used in the SIX Directive, is replaced by Executive Board throughout this document. 2 Corporate Governance Report 2020 Group structure and shareholders Preliminary remarks 1. Group structure and shareholders The Nestlé Corporate Governance Report 2020 follows the 1.1 Group structure SIX Swiss Exchange Directive on Information relating to Please refer to the Annual Review 2020, page 66, for the Corporate Governance. Additional information can be found overview of Directors and Officers. in the Compensation Report. Nestlé S.A. complies with the recommendations of the Swiss Code of Best Practice for 1.1.1 Description of Nestlé’s operational group structure Corporate Governance, as in force at December 31, 2020. For the general organization chart of Nestlé S.A., refer To avoid duplication of information, cross-references to to page 29 of this document. The Group’s Management other reports are made in some sections, namely to the structure is represented in the analysis by operating Annual Review 2020, the Financial Statements 2020, which segments (refer to Note 3 of the Consolidated Financial comprise the Consolidated Financial Statements of the Statements of the Nestlé Group 2020, page 85). Nestlé Group and the Financial Statements of Nestlé S.A., as well as the Articles of Association of Nestlé S.A., whose 1.1.2 All listed companies belonging to the Nestlé group full text can be consulted in this report (page 53) or on: The registered offices of Nestlé S.A. are in Vevey and Cham www.nestle.com/investors/corporate-governance/articles. (Switzerland). Nestlé S.A. shares are listed on the SIX Swiss The Consolidated Financial Statements of the Nestlé Exchange in Switzerland (ISIN code: CH0038863350). At Group 2020 comply with the International Financial December 31, 2020, the market capitalization of Nestlé S.A. Reporting Standards (IFRS) issued by the International was CHF 293 643 672 700. For further information see also Accounting Standards Board (IASB) and with Swiss law. page 71 of the Annual Review 2020 and visit our website on Where necessary, these disclosures have been extended www.nestle.com/investors. to comply with the requirements of the SIX Swiss Exchange Please refer to the Consolidated Financial Statements Directive on Financial Reporting. of the Nestlé Group 2020, page 164, for the list of publicly listed companies of the Nestlé Group, with an indication of the company name, registered office, share capital, place of listing, securities’ ISIN number, their market capitalization and the Company’s participation. 1.1.3 The non-listed companies belonging to the Nestlé Group Please refer to the Consolidated Financial Statements of the Nestlé Group 2020, page 164, for the enumeration of companies of the Nestlé Group, joint arrangements and associates, with an indication of the company name, registered office, share capital and the Company’s participation. Corporate Governance Report 2020 3 Group structure and shareholders Capital structure 1.2 Significant shareholders 2. Capital structure BlackRock, Inc., New York, announced most recently on 2.1 Capital October 22, 2020, holding, directly or indirectly, 4.97% The ordinary share capital of Nestlé S.A. is CHF 288 100 000. of Nestlé S.A.’s share capital, and The Capital Group The conditional share capital is CHF 10 000 000. Nestlé S.A. Companies, Inc., Los Angeles, announced on October 30, 2017, does not have any authorized share capital. holding, directly or indirectly, 3.55% of Nestlé S.A.’s share capital. Apart from the foregoing, Nestlé S.A. is not aware 2.2 Conditional capital of any other shareholder holding, as at December 31, 2020, The share capital may be increased (without time limitation) Nestlé S.A. shares in excess of 3% of the share capital. in an amount not to exceed CHF 10 000 000 by issuing up During 2020, the Company published on the electronic to 100 000 000 registered shares with a nominal value of publication platform of the SIX Swiss Exchange 28 disclosure CHF 0.10 each (representing 3.47% of the currently issued notifications pertaining to the holding of Nestlé S.A. shares share capital) through the exercise of conversion rights and/ by BlackRock, Inc., New York (the latest one relating to the or option rights granted in connection with the issuance by announcement mentioned above) and one disclosure Nestlé or one of its subsidiaries of newly or already issued notification concerning the holding of its own shares. The convertible debentures, debentures with option rights or details of these disclosure notifications can be accessed on other financial market instruments. Thus the Board of the publication platform of the SIX Swiss Exchange following Directors has at its disposal a flexible instrument enabling it, this link: https://www.ser-ag.com/en/resources/notifications- if necessary, to finance the activities of the Company through market-participants/significant-shareholders.html#. convertible debentures. With respect to nominees, Chase Nominees Ltd, London, For a description of the group of beneficiaries and of the was a registered Nominee N (refer to point 2.6.3. below) terms and conditions of the issuance of conditional capital, of 342 473 830 shares, i.e. 11.89% of the shares of the refer to art. 3bis of the Articles of Association of Nestlé S.A.(*) Company as at December 31, 2020. At the same date, Citibank N.A., London, as depositary for the shares 2.3 Changes in capital represented by American Depositary Receipts, was the The share capital was reduced three times in the last two registered holder of 215 425 492 shares, i.e. 7.48% of financial years as a consequence of a share buyback program the shares of the Company. Also on December 31, 2020, of CHF 20 billion, launched on July 4, 2017, and completed Nortrust Nominees Ltd, London, was a registered Nominee N on December 30, 2019, and the ongoing share buyback of 126 087 465 shares of the Company, representing 4.38% of program of up to CHF 20 billion, launched on January 3, 2020. the shares. The resulting cancellations of shares were approved at the 2018, 2019 and 2020 Annual General Meetings.
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