Reporting period

Reporting period The Governance and Compensation section describes the Company’s governance framework starting from 18 April 2023, the first day of trading of the Company’s shares on Euronext Amsterdam (the ‘First Trading Date’). For the Governance Framework in place prior to the First Trading date, please see the Offering Circular.

Mandate and term of office

KPMG AG was appointed as Group and statutory auditors of DSM-Firmenich AG for the financial year 2023. The responsible licensed audit experts are Petra Groenland-van der Linden and Carlos Alvarez, with Petra Groenland-van der Linden as Auditor in charge. The Audit & Risk Committee and the Board of Directors reconsider on an annual basis whether the external auditors should be proposed for re-election to the General Meeting.

Auditing fees

The auditing fees paid to KPMG in its capacity as statutory and Group auditor for the 2023 consolidated financial statements amount to €11,154,000, including fees for services related to the review of non-financial information. In addition, KPMG provided audit and assurance services amounting to €2,477,000, and non-audit services amounting to €155,000 for tax services, and €49,000 for other various non-audit services. The scope of the audit of the 2023 consolidated financial statements and respective audit fees were approved by the Audit & Risk Committee and defined in an engagement and fee letter signed by the CEO and the CFO. All other services were (pre-)approved in accordance with applicable policies.

Information to the Audit & Risk Committee

KPMG attended (all) five Audit & Risk Committee meetings held since the First Trading Date, which include two private sessions without the presence of management. The lead auditor and the Chair of the Audit Committee meet prior to each Audit & Risk Committee in order to prepare the meeting.

Auditor Rotation

The Audit Rules of the European Union require DSM BV (which is a directly and wholly owned affiliate of DSM-Firmenich AG) to rotate its external auditor for the financial year 2025. This rotation will concurrently require a rotation of the DSM-Firmenich AG statutory and Group auditor in 2025, as a major part of the Group’s business is represented in the entities held directly/indirectly by DSM BV. In view of this requirements, the Audit & Risk Committee initiated an auditor selection process in the third quarter of 2023 and mandated a Selection Committee to conduct a tender process.

The Selection Committee consisted of the Chair of the Audit & Risk Committee, the CEO, and the CFO. The Selection Committee oversaw the execution of the tender process, which was performed by a Tender Team consisting of the employees from the Finance and Procurement teams. The amended Audit Directive (2014/56/EU) and the Audit Regulation (537/2014/EU) of the European Union, which prescribe specific requirements on the appointment of statutory auditors or audit firms, were considered in the audit tender process. In addition, the Selection Committee considered the report of the Dutch Authority for the Financial Markets (AFM) published in February 2021, which provides recommendations on the external auditor selection. The auditor selection criteria which were validated by the Audit & Risk Committee, emphasize the requirements for independence, the ability to provide financial & non-financial assurance, global footprint, quality ratings, and an excellent professional knowledge network of IT, systems processes & controls.

Considering the results of the audit tender process and the recommendation of the Selection Committee, the Audit & Risk Committee, in February 2024, recommended to the Board of Directors the appointment of PricewaterhouseCoopers AG as external auditor starting from the financial year 2025. The Board of Directors approved the recommendation (subject to the powers of the General Meeting).

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