Effective and transparent corporate governance system
A good governance system supported by responsible management and supervision is essential for shared success and for the continued creation of value for the Company and all its stakeholders.
Assuring value creation through good corporate governance
At Givaudan, we pride ourselves in transparent governance, which ensures we are managed and supervised in a responsible way. Our structures and processes for the direction and control of our Company allow for a continued focus on value creation and include internal and external controls and monitoring systems.
Our Board of Directors together with our Executive Committee, ensure the Company operates according to Swiss and international business standards and practices. The Board of Directors is responsible for the ultimate direction, strategic supervision and control of the management of the Company, as well as other matters which, by law, are its responsibility. Each of our nine Board members has an in-depth knowledge of his or her relevant areas of expertise and contributes to the Board competencies. The Executive Committee, under the leadership of the Chief Executive Officer, is responsible for areas of operational management of the Company that are not specifically reserved to the Board of Directors and have been delegated to the Executive Committee.
Governance structure
| ┌─ | Board of Directors¹ | ||||||
| │ | │ | │ | │ | │ | |||
| │ ├─ │ |
Audit Committee |
Compensation Committee |
Nomination and Governance Committee |
Innovation Committee |
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| │ | |||||||
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├─ |
Executive Comittee | ||||||
- 100% non-executive and independent board members
Auditors
Deloitte SA was first appointed as Group and statutory auditor of Givaudan SA and its affiliates at the Annual General Meeting of shareholders on 26 March 2009, and has held the audit mandate since that time. The Audit Committee and the Board reconsider on an annual basis whether the statutory auditors should be proposed for re-election to the shareholders’ meeting.
The rotation of the lead auditor follows the legally required maximum duration of seven years in accordance with the art. 730a para. 2 of the Swiss Code of Obligations.
The Audit Committee meets the external auditor at least four times per year, including private sessions without the presence of management. For each meeting the external auditors prepare a report in which they comment on their activities and are available for particular questions raised by the Audit Committee. In addition the Board of Directors meets with the external auditor as well at least once per year.
The Audit Committee conducts an assessment of the audit services provided by Deloitte during its regular meetings to evaluate the performance of Deloitte as external auditors.