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 under its responsibility. This includes the establishment of medium and long-term strategies and of directives defining Company policies and the giving of the necessary instructions. All other areas of management are delegated to the Chief Executive Officer and the Executive Committee.
Givaudan’s Board of Directors comprises an in-depth knowledge in the areas of finance, strategy and the fragrance and flavour industry. The Board has long-standing experience in many areas of our business, ranging from research and innovation to marketing. The Board members’ knowledge, diversity and expertise are an important contribution to lead a Company of Givaudan’s size in a complex and fast-changing environment.
The term of office of the Board members is three years, subject to prior resignation or removal by the shareholders meeting. Board members have to resign at the latest at the Annual General Meeting following their 70th birthday. Elections are by rotation in such a way that the term of office of about one-third of the Board members expires every year. The members of the Board of Directors are elected by the general meeting of shareholders and election is individual. Re-election of Board members is possible. In order to allow a phased renewal of the Board’s composition, the Board has adopted an internal succession planning.
At the 2010 Annual General Meeting, Mr. Dietrich Fuhrmann, a German national, retired from the Board of Directors after three terms in office, having joined the Board in 2004. He was replaced by Mrs. Irina du Bois, a Swiss and German national, with a long standing experience as a food regulatory affairs expert. The Annual General meeting also re-elected Peter Kappeler for an additional three years in office.
During the course of 2010, the Givaudan Board of Directors held six regular meetings and three extraordinary Board meetings. Regular meetings in Switzerland usually last for one day, Board meetings at Givaudan locations outside Switzerland for two days, including visits to the sites and discussion with the management of the visited region. Extraordinary meetings are usually shorter. Apart from one excused absence for one meeting, all Board members attended all Board meetings. During each Board meeting, the Company’s operational performance was presented by management and reviewed by the Board. The Board was also informed and discussed various aspects of the Company’s future strategy, the findings of Internal Audit and all major investment projects, management succession planning and other major business items.
The CEO and the CFO attended all regular meetings for business-related agenda items. Other members of the Executive Committee and selected members of the senior management team were regularly invited to address specific projects.
In 2010, the Board held two meetings at Givaudan locations outside of Switzerland. In July 2010, the Board visited the Givaudan creation and application centre in Argenteuil as well as the Fine Fragrance creation centre in Paris. In October, the Board met with Asian management at Givaudan’s site in Singapore and held its Board meeting in Hong Kong.
In 2010, the Board conducted an annual self-assessment and discussed its own succession planning.
In preparation for Board meetings, Board members receive pertinent information by mail. A data room containing additional information and historical data is set up prior to each meeting where Board members can consult relevant documents. All Board members have direct access to the Givaudan intranet where all internal information on key events, presentations and organisational changes are posted. In addition, the Board members receive relevant information, including press releases and information sent to investors and financial analysts via e-mail.
Committees of the Board
The Board of Directors has established three Committees: an Audit Committee, a Nomination and Governance Committee and a Compensation Committee. Each committee is led by a Committee Chairman whose main responsibilities are to organise, lead and minute the meetings.
Meetings of Board Committees are usually held before or after each Board meeting, with additional meetings scheduled as required. Moreover, the Board has delegated specific tasks to other Committees, consisting of the CEO and managers with technical expertise: the Environment, Health & Safety Committee and the Corporate Compliance Committee.
The Audit Committee’s primary function 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 preparatory work for the Board of Directors as a whole (with the exception of reviewing and approving the compensation of the External Auditors for the annual audit and other services). 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 CFO attends the meetings of the Audit Committee upon invitation of its chairman. The Audit Committee met four times in the course of 2010. Each meeting lasted approximately half a day.
The Compensation Committee reviews and recommends the compensation policies to the Board of Directors. It approves the remuneration of the CEO and the other members of the Executive Committee as well as all performance-related remuneration instruments and pension fund policies.
The Compensation Committee consists of three independent members of the Board. The Committee takes advice from external independent compensation specialists and consults with the Chairman and the CEO on specific matters where appropriate. In 2010, the Compensation Committee met twice. The average duration of each meeting was two hours. During these meetings, the Committee reviewed inter alia the remuneration policy and compensation principles for Givaudan.
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. The Nomination and Governance Committee met once during the course of 2010 for a duration of two hours. In addition, the Nomination and Governance Committee interviewed potential Board member candidates individually.
More information on the Board of Directors and the roles of the Committees are described on the following internet sites: www.givaudan.com – [our company] – [board of directors]
Information and control instruments vis-à-vis the Executive Committee
The Board is kept informed of the activities of the Executive Committee in various ways.
The Board members receive information and reports from the Executive Committee and other members of senior management via a data room and other means of communication prior to each Board meeting. The Board also receives regular reports from its Committees.
The CEO and the CFO are present and report at all regular Board meetings and answer all requests for information by the Board members about any matter concerning Givaudan that is transacted.
Other members of the Executive Committee and selected members of the senior management team were regularly invited to address specific projects. The Head of Internal Audit and the Corporate Compliance Officer report to the Board once annually and the Board also receives reports on Environment, Health & Safety and Risk Management once annually.
Furthermore, the Head of Internal Audit is present and reports at each meeting of the Audit Committee. The CFO is also present at all meetings of the Audit Committee, as are the external auditors. Furthermore, the Group Controller attends most Audit Committee meetings.
Additionally, Board members are encouraged to visit country operations when travelling and meet with local and regional management directly to get first-hand information on local and regional developments and to interact directly with management across the globe.