Governance, Compensation and Financial Report 2020 Governance, Compensation Governance report and Financial Report As part of our reporting suite, this stand-alone document contains the full details of our governance and compensation policies as well as the details of our financial performance. Compensation Compensation report An overview can be found in the Integrated Annual Report. Consolidated Consolidated report financial Statutory report financial Table of contents 3 Governance report 22 Compensation report 38 Consolidated financial report 102 Statutory financial report Appendix 114 Appendix Governance Report In this section 4 Group structure and shareholders 5 Capital structure 7 Board of Directors 16 Executive Committee 19 Compensation, shareholdings and loans 19 Shareholders’ participation 20 Change of control and defence measures 20 Auditors 21 Information policy Givaudan – 2020 Governance, Compensation and Financial Report 4 Corporate governance Governance report Ensuring proper checks and balances 1. Group structure and shareholders The Governance report is aligned with 1.1 Group structure 1.1.1 Description of the issuer’s operational Group structure international standards and has been prepared Givaudan SA, the parent company of the Givaudan Group, with its registered corporate headquarters at 5 Chemin de la Parfumerie, 1214 Vernier, Switzerland (‘the Company’), is a in accordance with the ‘Swiss Code of Obligations’, ‘société anonyme’, pursuant to art. 620 et seq. of the Swiss Code of Obligations. It is listed on Compensation Compensation report the ‘Directive on Information Relating to the SIX Swiss Exchange under security number 1064593, ISIN CH0010645932. Corporate Governance’ issued by the SIX Swiss The Company is a global leader in its industry. Givaudan operates around the world and has two principal businesses: Taste & Wellbeing and Fragrance & Beauty, providing customers Exchange and the ‘Swiss Code of Best Practice for with compounds, ingredients and integrated solutions. Taste & Wellbeing consists of four Corporate Governance’ issued by economiesuisse. business units: Dairy, Sweet goods, Beverages and Savoury. Fragrance & Beauty also has four business units: Consumer products; Fine fragrances; Fragrance ingredients and Active Beauty. The internal corporate governance framework is based on Givaudan SA’s Articles of Consolidated Consolidated report financial Incorporation. The ‘Board Regulations of Givaudan SA’, the Company’s organisational regulation, Both divisions have a sales and marketing presence in all major countries and markets as well as further clarifies the duties, powers and regulations of the governing bodies of the Company. Research and Development organisations. They share resources and knowledge in the areas of research and consumer understanding, where applicable. Corporate functions include Finance, Except when otherwise provided by law, the Articles of Incorporation and Givaudan’s Board Procurement, Science and Technology, Human Resources (HR), Legal, Ethics & Compliance, Regulations, all areas of management are fully delegated by the Board of Directors, with the Enterprise Risk Management and Communications as well as Givaudan Business Solutions power to sub-delegate to the Chief Executive Officer, the Executive Committee and its (GBS). GBS provides best-in-class internal processes and services in the areas of Finance, members. The Board Regulations of Givaudan also specifies the duties and the functioning of its Controlling, HR, Procurement, Supply Chain, Environment, Health & Safety (EHS), Enterprise four Board Committees. Data Management, Information Management and Technology (IM&T), Sustainability and Continuous Improvement. Statutory report financial READ MORE www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸ Articles of Incorporation, Board 1.1.2 Listed companies within the scope of consolidation Regulations of Givaudan and other documentation regarding Givaudan’s principles of corporate governance The Company does not have any publicly listed subsidiaries. 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 90, in note 32 to the 2020 consolidated financial statements. Note 1 to the consolidated financial statements as well as page 104 note 3 to the statutory financial statements offer more details regarding the structure of the Group. All unlisted subsidiaries Appendix are wholly-owned, unless otherwise indicated in notes 3 and 4 to the statutory financial Givaudan – 2020 Governance, Compensation and Financial Report 5 Corporate governance statements mentioned above. The 2020 Financial report is in English and can be downloaded 2. Capital structure Governance report on the Company website. 2.1 Capital on the disclosure deadline Ordinary share capital DOWNLOAD As at 31 December 2020, the Company’s ordinary share capital amounted to CHF 92,335,860 www.givaudan.com ▸ Investors ▸ Online annual report ▸ Download centre ▸ 2020 Governance, Compensation and fully paid in and divided into 9,233,586 registered shares with a par value of CHF 10.00 each. Financial report The market capitalisation of the Company at 31 December 2020 was CHF 34,441,275,780. 1.2 Significant shareholders 2.2 Authorised and conditional capital in particular To the knowledge of the Company, the following shareholders were the only shareholders Authorised share capital Compensation Compensation report holding more than 3% of the share capital of Givaudan SA as at 31 December 2020 (or as at the The Company does not have any authorised share capital. date of their last notification under article 20 of the Stock Exchange Act): Conditional share capital Significant shareholders As per article 3b of the Company’s Articles of Incorporation, the Company’s share capital can 2020 in % be increased by: Beneficial owners a. issuing up to 463,215 shares (CHF 4,632,150) through the exercise of option or conversion William H. Gates III and Melinda French Gates 13.86 rights granted in connection with bond issues of Givaudan SA or a Group company BlackRock, Inc. 5.06 b. issuing up to 161,820 shares (CHF 1,618,200) through the exercise of option rights granted Consolidated Consolidated report financial MFS Investment Management 4.99 to employees and/or the members of the Board of Directors of the Group Nominees c. issuing up to 123,163 shares (CHF 1,231,630) through the exercise of warrants granted to the Nortrust Nominees Limited ¹ 14.98 shareholders of Givaudan SA. Chase Nominees Limited ¹ 7.71 Banque Pictet & Cie SA ² 4.49 The conditional share capital amounts to a maximum of CHF 7,481,980, which equates to 8.1% of the existing share capital. 1. Voting rights for the shares held by Nortrust Nominees Limited and Chase Nominees Limited need to be exercised in accordance with clients’ instructions. 2. The shares held by Banque Pictet & Cie SA bear no voting rights. The subscription rights of the shareholders are excluded in cases a) and b) above. The Board of Directors is authorised to exclude the shareholders’ preferential right to subscribe to bonds if READ THE NOTIFICATIONS Statutory report financial the purpose is to finance acquisitions or to issue convertible bonds or warrants on the www.ser-ag.com ▸ en ▸ Resources ▸ Notifications market participants ▸Significant shareholders international capital market. In that case, the bonds or warrants must be offered to the public at market conditions, the deadline for exercising option rights must be not more than six years and The Company has not entered into any shareholder agreements with any of its significant the deadline for exercising conversion rights must be not more than 15 years from the issue of shareholders. the bond or warrants and the exercise or conversion price for new shares must be at a level corresponding at least to the market conditions at the time of issue. 1.3 Cross-shareholdings The Company does not have any cross-shareholdings with any other company. DOWNLOAD www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸ Articles of Incorporation Appendix Givaudan – 2020 Governance, Compensation and Financial Report 6 Corporate governance The acquisition of shares through the exercise of option or conversion rights and the transfer Based on a regulation of the Board of Directors, nominee shareholders may be entered with Governance report of such shares are subject to restrictions as described in section 2.4. voting rights in the share register of the Company for up to 2% of the share capital without further condition, and for more than 2% if they undertake to disclose to the Company the 2.3 Changes in capital name, address, nationality and number of shares held by the beneficial owners. The information regarding the year 2018 is available in notes 8 and 9 to the statutory financial statements of the 2018 Financial report. Details of the changes in equity for the years 2019 and 2.6.4 Procedure and conditions for cancelling statutory privileges and 2020 are given on page 107 in note 7 to the statutory financial statements included in the 2020 limitations on transferability Financial report. Limitations on transferability and nominee registrations may be changed by a positive vote of the absolute majority of the share votes represented at a shareholders’ meeting. DOWNLOAD Compensation Compensation report www.givaudan.com ▸ Investors ▸ Results centre ▸ 2020 Governance, Compensation and Financial report 2.7