Board of Directors
The Board of Directors is committed to ensuring that Givaudan, as a Company, is headed in the right direction, in terms of strategy and management.
Together, they form a sum of four committees, who meet several times a year to consider matters ranging from corporate governance to innovation. Each Board member is able to call upon their respective area of expertise, facilitating the leadership of a company of Givaudan’s size in a diverse, complex and fast-changing environment.
The term of office of the Board members is one year, from one Annual General Meeting of shareholders to the next one, subject to prior resignation or removal. Board members have to resign at the latest at the ordinary general meeting following their 70th birthday. The members of the Board of Directors are elected by the general meeting of shareholders and election is individual. In order to allow a phased renewal of the Board's composition, the Board has adopted an internal succession planning.
The compensation of our Board members consists of fixed compensation only in order to reinforce their independence in exercising their supervisory duties. They are thus no eligible to any performance-based compensation and not insured in the Company pension plans.
Details on remuneration and ownership of securities can be found in our online integrated report under the governance section, second page “2. Compensation”.
Read more about the Board of Directors' renumeration and securities ownership
Meet our Board members
Read more about each Board member by clicking their name
Our retired members of the board
Committees of the Board
The Board has four Committees – the Audit Committee, the Nomination and Governance Committee, the Compensation Committee, and the Science and Innovation Committee. Each are led by a Committee Chairman whose main responsibilities are to organise, lead and minute the meetings.
List of members and role in each committee
• • Chairman of the committee
Meetings: attentance 2020
|
Number of |
Number of Audit Committee meetings attended |
Number of Compensation Committee meetings attented |
Number of Nomination and Governance Committee meetings attended |
Number of Innovation Committee meetings attended |
||
| Board member | ordinary | extraordinary | ||||
| Calvin Grieder | 6 | 2 | 3 | 3 | ||
| Victor Balli | 6 | 2 | 4 | 5 | ||
| Prof. Dr-Ing. Werner Bauer | 6 | 2 | 5 | 3 | ||
| Lilian Biner | 6 | 2 | 4 | |||
| Michael Carlos | 6 | 2 | 3 | 3 | ||
| Ingrid Deltenre | 6 | 2 | 5 | 3 | ||
| Olivier Filiol ¹ | 4 | 2 | 3 | 2 | ||
| Sophie Gasperment ² | 2 | 1 | ||||
| Thomas Rufer | 6 | 1 | 4 | |||
| Meetings held in the year | 8 | 4 | 5 | 3 | 3 | |
| Average length of meetings | 6-8 hours (ordinary) | 3-4 hours | 1.5-2 hours | 1-1.5 hours | 4-6 hours | |
- Board member from 25 March 2020
- Board member from 1 September 2020
The purpose and work of each committee
Audit Committee
The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, the systems of internal controls and the audit process. It carries out certain preparatory work for the Board of Directors as a whole. The Audit Committee currently consists of three members of the Board. All of them have the requisite financial experience.
The Audit Committee ensures that the Company’s risk management systems are efficient and effective. It promotes effective communication among the Board, management, the internal audit function and external audit. It reviews and approves the compensation of the external auditors for the annual audit.
The Audit Committee held four regular meetings in 2020, each lasting approximately three to four hours. Due to the COVID-19 pandemic, three out of the four meetings were held by videoconference. The Head of Internal Audit, the Chief Financial Officer, the Corporate Ethics & Compliance Officer and the External Lead Audit Partner attended all meetings, apart from certain private sessions.
Compensation Committee
The Compensation Committee reviews and recommends the compensation policies to the Board of Directors. It approves the remuneration of the Chief Executive Officer and the other members of the Executive Committee as well as all performance-related remuneration instruments and pension fund policies. Since the Swiss Ordinace against Excessive Compensation came into force, the Committee prepares the Compensation Report to be established by the Board.
The Compensation Committee consists of three members of the Board who are elected annually by the Annual General Meeting of shareholders. The Committee takes advice from external independent compensation specialists and consults with the Chairman and the Chief Executive Officer on specific matters where appropriate. Since the Annual General Meeting 2014, the members of the Compensation Committee are elected by the shareholders from the re-elected Board members.
In 2020, the Compensation Committee met five times. The average duration of each meeting was approximately 1.5 to 2 hours. Due to the COVID-19 pandemic, four of the five meetings were held by videoconference. During these meetings the Committee reviewed, among other things, the short- and long-term incentive plan parameters as well as the alignment of Executive Committee and Board of Directors compensation with the Company’s principles and policy. The Committee also reviewed the design of the long-term incentive plan to ensure alignment with the Givaudan 2025 strategy. The Chairman, the Chief Executive Officer, the Head of Global Human Resources and/or the Head of Compensation and Benefits attended relevant sections of the meetings.
Nomination and Governance Committee
The Nomination and Governance Committee assists the Board in applying the principles of good corporate governance. It prepares appointments to the Board of Directors and the Executive Committee and advises on the succession planning process of the Company. It consists of four members of the Board.
The Nomination and Governance Committee met three during 2020 to review the independence of Board members and to review the succession plans of critical leadership positions as well as the evolution of the board succession. Due to the COVID-19 pandemic, all meetings were held by videoconference. Each meeting lasted between one and one and a half hours. The CEO and the Head of Global Human Resources attended relevant sections of the meetings.
Innovation Committee
The Innovation Committee advises the Board on scientific matters relevant to the flavour and fragrance and cosmetics industry, or other additional fields the Board may request. It acts as a sounding board to the Board of Directors and research management, reviewing activities in different fields of research, looking at new opportunities and possible partnerships and reviewing projects on a detailed basis as required. It also serves as a platform for Board dialogue with the relevant members of the Executive Committee and the divisional Heads of Science and Technology.
The Innovation Committee met three times during 2020. Due to the COVID-19 pandemic, two of the three meetings were held by videoconference. On average each meeting lasted approximately four to six hours. The CEO, the Division Heads and the divisional Heads of Science and Technology were present. External speakers also attended the meetings. The Committee reviewed key areas of the innovation programme, which included the 2025 innovation strategy, naturals, biotechnology and external innovation collaborations.