Board of Directors
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 represents a long-standing experience in many areas of our business, ranging from research and innovation to marketing. Their knowledge, diversity and expertise are an important contribution to lead a company of Givaudan’s size during a complex and fast-changing environment.
The term of office of the Board members is three years, subject to prior resignation or removal. Board members have to resign at the latest at the ordinary general meeting following their 70th birthday. Elections are by rotation in such a way that the term 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. In order to allow a phased renewal of the Board's composition, the Board has adopted an internal succession planning.
The Executive Committee, under the leadership of the Chief Executive Officer, is responsible for all areas of operational management of the company that are not specifically reserved to the Board of Directors.
The Chief Executive Officer, subject to the powers attributed to him, has the task to achieve the strategic objectives of the Group and determine the operational priorities. In addition, he leads, supervises and co-ordinates the other members of the Executive Committee, including to convene, prepare and chair the meetings of the Executive Committee.
The members of the Executive Committee are appointed by the Board of Directors on recommendation of the Chief Executive Officer after evaluation by the Nomination Committee. The Executive Committee is responsible for developing the company's strategy as well as the long-term business and financial plan. Key areas of responsibility also include the management and supervision of all areas of the business development on an operational basis and approving investment decisions.
The tasks and powers of the Executive Committee include the approval of investments, leasing agreements and divestments within the corporate investment guidelines. The Committee approves important business projects, prepares the business plan of the Group and the budgets of the individual divisions and functions. In addition, it plays a key role – together with the Human Resources organisation – in the periodic review of the talent management programme, including succession planning for key positions. Alliances and partnerships with outside institutions, such as universities, think tanks and other business partners, are also monitored by the Executive Committee.
The members of the Executive Committee are individually responsible for the business areas assigned to them.
Compensation, Shareholdings and Loans
In accordance with the Swiss Code of Obligations and the SIX Directive on Corporate Governance, Givaudan publishes the details of the remuneration of its Board of Directors and its Executive Committee in the separate chapter 'Compensation Report' in its Annual Report.