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Corporate Governance

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Corporate Governance Annual Report 2020 Corporate Governance 218 Group Structure and Shareholders 220 Capital Structure 222 Board of Directors 234 Executive Committee 238 Compensation, Shareholdings and Loans 238 Shareholders Participation Rights 239 Changes of Control and Defense Measures 240 Auditors 241 Information Policy and Key Reporting Dates 216 Corporate Governance Circular lake pedestrians in Taihu Lake, China Annual Report 2020 Group Structure and Shareholders Lonza Board of Directors Audit and Compliance Committee Nomination and Compensation Innovation and Technology (ACC) Committee (NCC) Committee (ITC) The Chairperson of the Board of Directors takes responsibility for all sustainability related issues Lonza Executive Committee (EC) 1 Stefan Stoffel Pierre-Alain Ruffieux Rodolfo J. Savitzky Caroline Barth Chief Operating Officer Chief Executive Officer Chief Financial Officer Chief Human Resources Officer (COO) (CEO) 2 (CFO) (CHRO) LPBN Lonza Pharma Biotech Lonza Specialty Corporate & Nutrition (LPBN) Ingredients (LSI) 3 Functions Global Business Service Organization 1 Sven Abend was Chief Operating Officer (COO) Specialty Ingredients from January 2016 until July 2020 2 Albert M. Baehny was Chief Executive Officer (CEO) ad interim from November 2019 until November 2020 3 In February 2021, Lonza signed an agreement to divest the Specialty Ingredients segment to Bain Capital and Cinven. The transaction is expected to close in H2 2021 218 Corporate Governance Operational Group Structure Holding Company and Listed Companies Lonza Group Ltd, with our registered office in Basel (CH), is the Segments ultimate parent company of the Lonza Group. With the exception In 2020, Lonza’s activities were organized in the following two of Lonza Group Ltd, no equity securities of a company belonging segments: to the Lonza Group are listed. Please refer to the Shares and Participation Certificates section, page 221, for information on The Pharma Biotech & Nutrition segment includes: the listed shares, the stock exchanges on which Lonza Group Ltd is listed and the market capitalization. • Biologics • Small Molecules Principal Subsidiaries and Joint Ventures • Cell & Gene Technologies The principal subsidiaries and joint ventures of the Lonza Group • Bioscience are shown in note 33, Principal Subsidiaries and Joint Ventures, • Capsules & Health Ingredients page 166. The Specialty Ingredients segment includes 1: Significant Shareholders • Microbial Control Solutions • Specialty Chemical Services According to disclosure notifications filed with Lonza, the following shareholders held more than 3% of the Lonza share Corporate Functions capital as of 31 December 2020: Corporate Functions include Human Resources, Finance & Controlling, Tax, Treasury, Corporate Development, Procurement, Quality, BlackRock, Inc., New York, NY (USA) 9.67% Environment, Health and Safety, Corporate Communications, Investor Relations, Legal / Ethics & Compliance / IP, Engineering, The current significant shareholders as well as further disclosure IT, Internal Audit, Insurance and Real Estate Management. notifications registered in 2020 can be found at the SIX Swiss Exchange disclosure platform. Global Business Services Organization Our Global Business Services Organization (GBSO) supports our segments, operational units and corporate functions with Cross-Shareholdings transactional services in finance and HR. The GBSO focuses on standardization and automation of processes to drive productivity Lonza Group Ltd has not entered into any cross-shareholdings. and higher quality services. Service delivery through the GBSO is centralized in Manchester (UK) to support EMEA markets and in San José (CR) for the Americas. 1 In February 2021, Lonza signed an agreement to divest the Specialty Ingredients segment to Bain Capital and Cinven. The transaction is expected to close in H2 2021 219 Annual Report 2020 Capital Structure Share Capital As of 31 December 2020, Lonza’s share capital amounted to CHF 74,468,752 fully paid-in and divided into 74,468,752 registered shares with a par value of CHF 1 each. Shareholder Structure 31.12.2020 31.12.2019 Shareholders Shares Shareholders Shares in % in % in % in % Switzerland 90.75 17.88 89.86 17.68 United Kingdom 0.45 20.16 0.61 21.63 USA 1.30 10.81 1.78 8.97 Others 7.50 7.22 7.74 6.37 Shares in transit 43.68 45.11 Treasury shares without voting rights 0.25 0.24 Total 100 100 100 100 Total number of shares 74,468,752 74,468,752 Share Register 31.12.2020 31.12.2019 Registered shareholders 26,510 18,829 Registered shares with voting rights 31,542,413 29,157,623 Share distribution 1 - 100 17,825 10,239 101 – 1,000 7,471 7,356 1,001 – 10,000 971 982 10,001 – 100,000 192 207 100,001 – 1,000,000 46 42 Over 1,000,000 5 3 Total registered shareholders 26,510 18,829 Authorized and Conditional Capital Conditional Capital: Lonza’s share capital may be increased through the issuance of a maximum of 7,500,000 fully paid-in registered The Board of Directors is authorized to increase, at any time shares with a par value of CHF 1 each up to a maximum aggregate until 6 May 2021, the share capital of Lonza through the issuance amount of CHF 7,500,000. This conditional capital was created of a maximum of 7,500,000 fully paid-in registered shares with by the Annual General Meeting on 25 April 2017. The additional a par value of CHF 1 each up to a maximum aggregate amount terms and conditions of the conditional capital (including the group of CHF 7,500,000. This authorized capital was created by the of beneficiaries who have the right to subscribe for this additional Annual General Meeting held on 18 April 2019. The additional capital) are set out in Article 4bis of the Lonza Articles of Association. terms and conditions of the authorized capital (including the group of beneficiaries who have the right to subscribe for this According to Article 4quater of the Lonza Articles of Association, additional capital) are set out in Article 4ter of the Lonza Articles the capital increases in the form of conditional capital and of Association. authorized capital may increase Lonza’s share capital only by a maximum aggregate amount of CHF 7,500,000, which equates to ≈10 % of the existing share capital. 220 Corporate Governance Changes in Capital 2020 2019 2018 2017 Share capital in CHF 74,468,752 74,468,752 74,468,752 74,468,752 Registered shares 74,468,752 74,468,752 74,468,752 74,468,752 Par value in CHF / share 1 1 1 1 Shares and Participation Certificates Limitations on Transferability and Nominee Registrations Lonza registered shares, with a par value of CHF 1 each, are listed on the SIX Swiss Exchange (SIX), with secondary listing Purchasers of registered shares declaring that they have on the SGX Singapore Exchange. In Switzerland, they have acquired these shares in their own name and for their own been included in the Swiss Market Index (SMI) since 3 May 2017. account will be entered without limitation as shareholders with voting rights in the share register. Persons who do not Lonza has not issued any participation certificates (“Partizipa- declare to have acquired the respective shares in their own tionscheine”, non-voting shares). name and for their own account are considered “nominees” and will be entered with voting rights in the share register up Stock Exchange Listing / Trading: to a maximum of 2% of the share capital, unless the actually SIX Swiss Exchange entitled persons are revealed. The details are set out in Article 6 SGX Singapore Exchange of the Lonza Articles of Association. This requirement ensures compliance with applicable anti-money laundering laws, but is Common Stock Symbols: not meant to serve as takeover defense. This restriction may Bloomberg LONN SW only be removed by a resolution of the Shareholders’ Meeting Reuters LONN.S with a quorum in accordance with Swiss law. Six Swiss Exchange LONN SGX Singapore Exchange O6Z Convertible Bonds Security Number: Valor 001384101 Neither Lonza Group Ltd nor any of its subsidiaries has outstanding ISIN CH0013841017 convertible bonds. On 31 December 2020, Lonza had a market capitalization of CHF 42,357 million (2019: CHF 26,175 million). Options As of 31 December 2020, no options or warrants to acquire shares Profit-Sharing Certificates issued by or on behalf of Lonza Group Ltd were outstanding. Lonza has not issued any non-voting equity security (“Genuss- scheine”, profit-sharing certificates). 221 Annual Report 2020 Board of Directors The Board of Directors is currently made up of 8 members. Name Nationality Year of birth Year of initial Expiration Independence appointment of current term of office Albert M. Baehny Swiss 1952 2017 2021 Independent; CEO ad interim until November 2020 Patrick Aebischer 1 Swiss 1954 2008 2020 Independent Werner Bauer Swiss 1950 2013 2021 Independent Dorothée Deuring 2 Austrian 1968 2020 2021 Independent Angelica Kohlmann German-Brazilian 1960 2018 2021 Independent Christoph Mäder Swiss 1959 2016 2021 Independent (Lead Independent Director since 12 November 2019) Barbara Richmond British 1960 2014 2021 Independent Margot Scheltema 1 Dutch 1954 2012 2020 Independent Moncef Slaoui 2, 3 Moroccan, Belgian, 1959 2020 2020 Independent US-American Jürgen Steinemann German 1958 2014 2021 Independent Olivier Verscheure Belgian 1972 2018 2021 Independent 1 Patrick Aebischer and Margot Scheltema did not stand for re-election at the AGM 2020. Since the AGM 2020, both are no longer members of the Board of Directors 2 On 28 April 2020, Dorothée Deuring and Moncef Slaoui were newly elected as members of the Board of Directors 3 On 18 May 2020, Moncef Slaoui stepped down from his position as a member of the Board of Directors Since Albert M. Baehny was appointed CEO ad interim on 12 Since 2017, Dr Patrick Aebischer has been a Senior Partner and November 2019, Lonza’s Board of Directors elected Christoph Mäder Member of the Investment Advisory Committee of NanoDimension as Lead Independent Director in accordance with Article 19 of Management Limited.
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