Composition
According to the Articles of Association and the Board Regulations, the Board of Directors is composed of between nine and 12 non-executive members (save for extraordinary circumstances).
Term and Election
Members of the Board of Directors (including the Chairman) are elected by the General Meeting on an individual basis and for a term of one year, ending with the conclusion of the next General Meeting. Re-election is permitted. According to Art. 3.2 of the Board Regulations, a Board of Directors member’s mandate shall be for a maximum term of 10 years. Furthermore, unless terminated earlier, the Board of Directors members’ mandate shall automatically terminate on the date of the General Meeting called to approve the accounts for the financial year in which such Board of Directors member has attained the age of 70. These limits support dsm-firmenich’s commitment to renew the Board of Directors on an ongoing basis, in accordance with international best practice.
Members of the Board of Directors
The Members of the Board of Directors of DSM-Firmenich AG were elected at the General Meeting of Danube AG (now DSM-Firmenich AG) held in Kaiseraugst on the First Trading Date (with all Members being appointed with immediate effect save for Sze Cotte-Tan, who was appointed effective 1 May 2023). As at 31 December 2023, the Board of Directors is composed of 12 Members, all of whom are non-executive.
Thomas Leysen
Chairman of the Board of Directors and Member of the Compensation Committee since 2023
Patrick Firmenich
Vice-Chair of the Board of Directors and Chair of the Governance & Nomination Committee since 2023
Sze Cotte-Tan
Member of the Board of Directors and of the Sustainability Committee since 2023
Antoine Firmenich
Member of the Board of Directors and Chair of the Sustainability Committee and Member of the Audit & Risk Committee since 2023
Carla Mahieu
Member of the Board of Directors and Chair of the Compensation Committee since 2023
Erica Mann
Member of the Board of Directors and Member of the Sustainability Committee since 2023
Frits van Paasschen
Member of the Board of Directors, Member of the Audit & Risk Committee and Member of the Compensation Committee since 2023
Pradeep Pant
Member of the Board of Directors and Member of Governance & Nomination Committee since 2023
André Pometta
Member of the Board of Directors and Member of Compensation Committee since 2023
John Ramsay
Member of the Board of Directors and Chair of the Audit & Risk Committee since 2023
Richard Ridinger
Member of the Board of Directors and of the Governance & Nomination Committee since 2023
Corien Wortmann
Member of the Board of Directors, Member of the Sustainability Committee and Member of the Audit & Risk Commmittee since 2023
Thomas Leysen, Chairman of the Board of Directors and Member of the Compensation Committee since 2023
Thomas Leysen has spent a large part of his career at Umicore, which was transformed under his leadership from a metals producer to a materials technology group with leading positions in battery materials, automotive catalysts, and precious metals recycling. He was CEO of the company until 2008, after which he became Chairman of the Board of Directors. He has long been committed to the promotion of sustainability development, and was the founding chair of The Shift, a coalition of businesses and non-governmental organizations in Belgium. He was Chairman of the Federation of Enterprises in Belgium between 2008 and 2011. Between 2011 and 2020, he was Chairman of the Board of KBC Group, a banking and insurance group with activities mainly in Belgium, Central Europe and Ireland. He was Member of the Supervisory Board of Royal DSM N.V. since 2020 and served as its Chair from 2021 to 2023, when DSM and Firmenich merged.
- Master’s degree, Law, Katholieke Universiteit Leuven (Belgium)
- Umicore: Non-Executive Chair of the Supervisory Board
- Mediahuis: Non-Executive Chair of the Board
- King Baudouin Foundation US: Chair of the Foundation
- Flemish Heritage Council: Council Chair
- Mayer van den Bergh Museum: Chair of the Board of Trustees
Patrick Firmenich, Vice-Chair of the Board of Directors and Chair of the Governance & Nomination Committee since 2023
Patrick Firmenich served as CEO of Firmenich, the world’s largest privately owned fragrance and taste company, from 2002 to 2014. He joined the Board of Firmenich in 2002, and served as its Chairman from 2016 to 2023, when DSM and Firmenich merged. Throughout his tenure at Firmenich, Patrick demonstrated his entrepreneurial leadership by significantly advancing Firmenich’s global position through organic and inorganic growth and succeeded in transforming the organization to continuously respond to client needs and the market environment. He sustained Firmenich’s significant investment in R&D and its legacy of game-changing technologies, while developing an ambitious sustainability strategy for the company, which led to the company achieving world-class Health, Safety & Environmental performance. Patrick first joined Firmenich in 1990 and spent a decade successfully leading the strategic development of the company’s International Fine Fragrance business in New York and Paris before being appointed to the Executive Committee in 1999. Prior to joining Firmenich, Patrick held several positions in the legal and banking sectors, including working as an international investment bank analyst. Until the end of 2023, he was Non-Exectutive Director of Jacobs Holding AG. In 2020, Patrick won the EY Entrepreneur of the Year™ Switzerland award for Family Business.
- Master’s degree, Law, University of Geneva. Admitted to the Geneva Bar.
- MBA, INSEAD, Fontainebleau (France)
- UBS AG: Non-Executive Director
- INSEAD World Foundation: Board Member
- INSEAD: Board Member
- Swiss Board Institute Advisory Council: Council Member
Sze Cotte-Tan, Member of the Board of Directors and of the Sustainability Committee since 2023
Sze has more than 26 years’ industry experience in food and nutrition spanning across Asia Pacific, Europe and North America. She is currently Executive Director of the Singapore Institute of Food and Biotechnology Innovation, A*STAR Research Entities. Her last executive role in the industry was Executive Vice President and Chief Technology Officer of CJ Cheil Jedang, a South Korean food conglomerate, during which she played a pivotal role to expand its innovation footprints and transformed R&D into a strategic growth driver of the company’s ambition to become a key player in the global food and nutrition scene. Prior to that, Sze held several roles in Nestlé including Centre Director of R&D, Singapore, and R&D Director in strategic business units for nutrition, healthcare in Vevey (Switzerland). As a food scientist by training, Sze brings a wealth of knowledge in the areas of product and process mastership, consumer and sensory science, and organization change management.
- Ph.D in Food Sciences, University of Leeds (UK)
- MBA, Simon Business School, University of Rochester (USA)
- Singapore Institute of Food and Biotechnology, A*STAR Research Entities: Executive Director
- Foodplant, a subsidy of the Singapore Institute of Technology: Non-Executive Chair
- Clay Capital: Member of the Advisory Committee
Antoine Firmenich, Member of the Board of Directors and Chair of the Sustainability Committee and Member of the Audit & Risk Committee since 2023
Antoine Firmenich has been the CEO & Managing Director of Aquilus Pte Ltd in Singapore since 2008. He is a founding partner of Alatus Capital, a value investment management firm which has worked over the past decade and a half with a number of preeminent global foundations, pension funds, endowments, and discerning long-term investors. Over the last 16 years, Antoine has been increasingly involved in sustainability and climate issues, specifically supporting basic research projects on several continents, and driving high impact investment and policy initiatives centered on health and education, and the long-term health of oceans and coastal ecosystems. Prior to his current role, Antoine worked at Firmenich in a number of leadership roles within both Ingredients and Flavors divisions, which included responsibility for the Flavors division Sweet Goods Global Business Unit, its Savory Global Business Unit and for all Encapsulated solutions. Antoine was appointed Board Member of Firmenich in 2009, which is a position he held until 2023 when DSM and Firmenich merged . He has served on a number of other corporate boards, including SIX listed Nobel Biocare, the world’s largest dental implant and digital dentistry company (since then taken over by Danaher).
- Bachelor of Science in Life Sciences, Massachusetts Institute of Technology (USA)
- Ph.D in Biochemistry, Stanford University School of Medicine (USA)
- MBA, Stanford University Graduate School of Business (USA)
- Aquilus Pdt Ltd (Singapore): Managing Director
- Aquilus Management Ltd (Bermuda): Executive Director
- Alatus Capital: Co-Founder & Non-Executive Director
- Stanford Interdisciplinary Lifesciences Council (SILC): Nominated Member
- MAC3: Managing Director
Carla Mahieu, Member of the Board of Directors and Chair of the Compensation Committee since 2023
Carla Mahieu was appointed to Aegon’s global Management Board in 2016 and served as its Executive Vice President and Global Head of Human Resources of Aegon until 2021. Prior to that, she was Philips’ Senior Vice President Corporate Human Resource Management and worked for Spencer Stuart as Director, Consultant, and Principal. Carla started her career with Shell in 1984, where she worked for 15 years and held various management positions within Human Resources, Communications and Corporate Strategy. She has served as a member of the Koninklijke BAM Groep and of the Board of the Duisenberg School of Finance (Netherlands). She was a Member of the Supervisory Board of Royal DSM N.V. during a two-year tenure, until DSM and Firmenich merged in 2023.
- Master’s degree in Economics, University of Amsterdam (Netherlands)
- Arcadis: Non-Executive Board Member
- VodafoneZiggo Group B.V. Netherlands: Non-Executive Director
- Stichting Continuiteit Post NL: Board Member
- Priority Foundation of Arcadis: Board Member
Erica Mann, Member of the Board of Directors and Member of the Sustainability Committee since 2023
Erica Mann has over 30 years’ experience in roles of increasing responsibility across the healthcare industry. She is a former executive Board Member of Bayer AG (DAX) and former CEO and Global President of Bayer’s Consumer Health Division. She was the first woman to be appointed to Bayer’s Management Board in the company’s 150-year history. She is a true global citizen who has lived and worked on four continents and has deep experience in emerging markets and extracting strategy from trends with a strong focus on culture & risk management. Erica was the first woman to serve as Chair of the World Self Medication Industry Association, the global association for the over-the-counter drug industry. She was a Member of the Supervisory Board of Royal DSM N.V. during a four-year tenure, until DSM and Firmenich merged in 2023. She was listed in Fortune’s ‘Most Powerful Women International’ both in 2016 (ranked #40) and 2017 (ranked #36).
- ND Analytical Chemistry, Tshwane University of Technology (South Africa)
- Marketing Management, Damelin College (South Africa)
- Kellanova (formerly The Kellogg Company): Non-Executive Board member
- Perrigo Company: Non-Executive Board member
Frits van Paasschen, Member of the Board of Directors, Member of the Audit & Risk Committee and Member of the Compensation Committee since 2023
After spending the first few years of his career in management consulting with the Boston Consulting Group and McKinsey & Co, Frits Van Paasschen joined Disney Consumer Products and later Nike. Within Nike he was the President for the Americas & Africa and later for EMEA. Frits then became the CEO of Coors Brewing Company. His last executive position held was CEO of Starwood Hotels and Resorts. In January 2017, Frits published ‘The Disruptor’s Feast’, subtitled: How to avoid being devoured in today’s rapidly changing global economy. Frits is advisor to private equity firm TPG and Russell Reynolds, and CEO and Founder of the Disruptor’s Feast Advisory. He was a Member of the Supervisory Board of Royal DSM N.V. during a six-year tenure, until DSM and Firmenich merged in 2023.
- Bachelor of Arts in Economics and Biology, Amherst College (USA)
- MBA, Harvard Business School (USA)
- Williams Sonoma: Non-Executive Director
- Sonder: Non-Executive Director
- Amadeus IT Group: Non-Executive Director
- CitizenM Hotels: Non-Executive Director
- J Crew Group: Non-Executive Director
Pradeep Pant, Member of the Board of Directors and Member of Governance & Nomination Committee since 2023
Pradeep Pant has over 37 years’ experience leading brands and businesses in the FMCG sector in both mature and emerging markets. He is a former Executive Vice President and President, Asia-Pacific, Eastern Europe, Middle East and Africa of Mondelēz International, where he oversaw the integration of major acquisitions as well as the successful transition from Kraft Foods to Mondelēz in 2012. Prior to this, Pradeep was regional Managing Director Asia, Africa and Middle East for the leading multinational dairy company Fonterra, before which he had a 19-year career at the Gillette Corporation spanning marketing, sales and general management across global emerging markets. Since 2015, Pradeep has been President of his own consulting firm, Pant Consulting Pte Ltd. He was a Member of the Supervisory Board of Royal DSM N.V. during a seven-year tenure, until DSM and Firmenich merged in 2023.
- Bachelor of Arts in Economics, University of Delhi (India)
- Master’s degree in Management Studies, Jamnalal Bajaj Institute of Management Studies of Mumbai University (India)
- Max India Ltd.: Non-Executive Director
- Pant Consulting Pte Ltd: President
- NIVA BUPA Health Insurance Co. Ltd.: Non-Executive Director
- Nurasa Holding Pte Ltd and Nurasa Pte Ltd: Chair of the Board
- Antara Senior Living & MAX Life Insurance Co. Ltd: Non-Executive Director
- LKC School of Business at Singapore Management University: Dean’s Fellow
André Pometta, Member of the Board of Directors and Member of Compensation Committee since 2023
André joined Firmenich in 1997 in the Fragrance division and spent most of his career working for customers in China, Southeast Asia, Eastern Europe, and the Middle East, where he successfully led and implemented strategies that delivered significant growth with local customers in emerging markets. He was appointed President of Firmenich China in 2008 and was a member of Firmenich’s Flavor Executive Team until 2013. He played an active role in the restructuring of the division, building a culture of customer & consumer centricity, and was instrumental in establishing China as its own independent region within the organization. Prior to Firmenich, André worked for the Zuellig Group in the Philippines, where he held various positions in sales, marketing, and operations. He was a Board Member of Sentarom SA (the holding company of the Firmenich family) and served at its Chairman from 2021 to 2023 (when Sentarom merged with Firmenich). André was also member of the Board of Firmenich during a 20-year tenure, until DSM and Firmenich merged in 2023. In the past years, André has been active in innovative projects with investors, successful entrepreneurs, and executives. He advises and supports businesses and start-ups in the fields of social integration, hospitality, clean tech, and health.
- Bachelor of Science in Economics, HEC Lausanne (Switzerland)
- White Lobster: Non-Executive Director
- Noyb SA (+affiliates): Non-Executive Director
John Ramsay, Member of the Board of Directors and Chair of the Audit & Risk Committee since 2023
John Ramsay started his career at KPMG before entering the corporate world in 1984, when he joined ICI. He held several, increasingly senior, accounting and finance positions within ICI, which would later become AstraZeneca. John played a leading role in planning and executing the merger of AstraZeneca’s agribusiness with Novartis, including the integration and disposal of various businesses post-merger. He also played a leading role in the formation and stock exchange listing of the Syngenta business and became its Group Controller in 2001. In that role, he had to build up the group’s finance function from scratch, establishing the organization and reporting systems after the IPO. His last executive position was Chief Financial Officer (CFO) and Interim CEO of Syngenta AG which he held until 2016. He has served as Non-Executive Board Member of G4S and was a was a Member of the Supervisory Board of Royal DSM N.V. during a six-year tenure, until DSM and Firmenich merged in 2023.
- Chartered Accountant
- RHI Magnesita N.V.: Non-Executive Director
- Croda International PLC: Non-Executive Director
- Babcock International PLC: Non-Executive Director
Richard Ridinger, Member of the Board of Directors and of the Governance & Nomination Committee since 2023
Richard Ridinger has extensive experience in science-driven organizations. His most recent role was as the CEO of Lonza, a global leader in Life Sciences, which he held until 2019. In this position, he strengthened Lonza’s market position in relevant markets, and drove competitive capabilities and productivity improvement in critical areas. Prior to becoming CEO at Lonza, Richard was responsible for Care Chemicals, the largest group at Cognis, a former division of Henkel, with approximately 3,000 employees. A trained chemical engineer, his experience spans process development, production management, product and marketing management, leading global Business Units, and responsibility for leading a worldwide specialty chemicals group. Richard has served as Chairman of the Advisory Committee of Zentiva, and Board Member of Evolva Holding AG and SHL Medical AG. He was a Member of the Board of Firmenich during a seven-year tenure, until DSM and Firmenich merged in 2023.
- Master’s degree in Chemical Engineering, University of Karlsruhe (Germany)
- Brenntag SE: Chair of the Supervisory Board
- Recipharm AB: Chairman of the Board
- Novo Holdings: Member of the Advisory Board
Corien Wortmann, Member of the Board of Directors, Member of the Sustainability Committee and Member of the Audit & Risk Commmittee since 2023
ACorien Wortmann has served as Chair of the Board of ABP Pension Fund, a world leader in responsible investing, from 2015 to 2022. She has been a Member of the European Parliament for the European People’s Party from (EPP) 2004 to 2014, and the EPP’s Vice President Economy, Finance and Environment. She is currently a Non-Executive Member and Vice Chair of the Board of Directors of Aegon Ltd, Member of the Capital Market Advisory Board of the AFM, Board Member of the Impact Economy Foundation and Chair of the Supervisory Board of Netspar, a scientific network on pensions. She has served as Chair of the Supervisory Board of Save the Children (Netherlands), as Jury Member of the Business Woman of the Year Prize at Veuve Clicquot, as Co-Chair of the European High Level Expert Group Next CMU. She was a Member of the Supervisory Board of DSM N.V. during a two-year tenure, until DSM and Firmenich merged in 2023.
- Master’s Degree in Political Science and Economics, Vrije Universiteit Amsterdam (Netherlands)
- Aegon N.V: Non-Executive Vice-Chair of the Board
- Impact Economy Foundation: Advisory Board Member
- Netspar: Chair of the Supervisory Board
- Capital Markets Advisory Board of the Dutch Financial Markets Authority: Member
- Koninklijke Hollandsche Maatschappij der Wetenschappen: Member
Nominated Directors
‘Nominated Directors’ are those Members of the Board of Directors that are nominated by a Firmenich Shareholder (as such term is defined in Art. 4.4. of the Articles of Association) in accordance with the terms of Art. 18 of the Articles of Association. Any Firmenich Shareholder whether alone or together with other Firmenich Shareholders, holding 8.5% or more of the Company’s issued share capital shall have the right to nominate for election one member to the Board of Directors, provided that only such persons shall be nominated who have the appropriate expertise, skills and reputation for such a mandate as verified by the Governance & Nomination Committee. Any Firmenich Shareholder, whether alone or together with other Firmenich Shareholders, holding 17% or more of the Company’s issued share capital, has the right to nominate two Members for the Board of Directors. These nomination rights are for a maximum of three Nominated Directors in total.
As at 31 December 2023, the Nominated Directors are Patrick Firmenich, Antoine Firmenich and André Pometta.
Independence
Art. 3.2 of the Board Regulations outline the independence criteria, which require a majority of the Board of Directors Members to be non-executive and independent. An Independent Director means:
- The Member has never been a Member of the Executive Committee or was a Member of the Executive Committee more than three years ago; and
- The Member has never served as lead auditor of the Group’s external auditor or served as the lead auditor more than two years ago; and
- The Member does not have significant business relationships with the Group
A Nominated Director or a director that has been a Nominated Director is not regarded as an Independent Director.
Diversity
The Board of Directors prioritizes and embraces diversity in the broadest sense. The Board of Directors considers that diversity of gender, age, nationality, ethnicity, experience, background and thought is a key factor to its success and effectiveness. It is a critical area of focus and a key criterion for the selection and nomination of new Members of the Board of Directors and Executive Committee.
Board of Directors diversity profile
The composition as of 31 December 2023, in terms of nationality, gender and age, is shown in the following charts:
Gender
Nationality
Age
|
|
Thomas Leysen |
|
Patrick Firmenich |
|
Sze Cotte‑Tan |
|
Antoine Firmenich |
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Carla Mahieu |
|
Erica Mann |
|
Frits van Paasschen |
|
Pradeep Pant |
|
André Pometta |
|
John Ramsay |
|
Rrichard Ridinger |
|
Corien Wortmann |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Skill |
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dsm-firmenich Business |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
Finance & Audit/Accounting |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
|
x |
Sustainability/ESG |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
R&D |
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x |
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x |
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x |
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Operations & Manufacturing |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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Sales & Marketing |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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HR management, including compensation |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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Data/Digital/ |
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x |
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x |
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x |
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x |
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Risk Management/ |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
Public Affairs |
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x |
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x |
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x |
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x |
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x |
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x |
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x |
Succession planning
The Governance & Nomination Committee ensures effective succession plans for the Board of Directors, the CEO and the Executive Committee. Candidates who meet the selection criteria are interviewed by the Board of Directors and the Governance & Nomination Committee makes a recommendation to the full Board of Directors, who ultimately decide on the appointments, subject to the powers of the General Meeting to elect the Members of the Board of Directors.
Conflict of Interest and permitted external mandates
Pursuant to the Board Regulations, any Member of the Board of Directors or of the Executive Committee who believes that he or she has a conflict of interest, or that there is potential for such a conflict, must discuss the matter with the Chairman of the Board of Directors (or, for Executive Committee Members, with the CEO in consultation with the Chairman), who then proposes to the Board of Directors a solution appropriate to the intensity of the conflict of interest.
According to Art. 22 of the Articles of Association, a Member of the Board of Directors shall hold no more than: 1) up to four mandates in listed firms; and 2) up to four mandates in non-listed firms. A Member of the Executive Committee shall hold no more than: 1) one mandate in listed firms; and 2) up to three mandates in non-listed firms. A ‘mandate’ means any membership in the Board of Directors, the executive management or the Advisory Board, or any comparable function under foreign law, of a firm with an economic purpose. Mandates in the Company or any entity controlled by, or controlling, the Company, shall not be deemed to be a mandate for purposes of Art. 22 of the Articles of Association.
The Governance & Nomination Committee annually reviews the number of mandates held by the Board of Directors and Executive Committee Members.
Evaluation of the Board of Directors
According to Art. 3.11 of the Board Regulations, the Board of Directors performs a complete review of its performance on a three-year cycle. The first complete Board of Directors review cycle will therefore take place in 2026. In the years leading to 2026, the Board of Directors will perform annual self-assessments consisting of a questionnaire combined with one-on-one interviews between the Chairman and each Member of the Board of Directors. The outcome of the self-assessment will be shared by the Chairman with the Board of Directors.
The Role of the Board of Directors and its Committees
The Board of Directors is the highest executive oversight body of the Company. It resolves on all business matters which are not reserved to the Shareholders by law or by the Articles of Association. In accordance with Art. 20 of the Articles of Association, the Board of Directors may establish one or more Board Committees to assist the Board of Directors in preparing certain decisions in the areas of its competence. The Board of Directors has established four Committee: the Audit & Risk Committee, the Sustainability Committee, the Compensation Committee and the Governance & Nomination Committee. Other than the authority of the Audit & Risk Committee to approve the financial trading updates of the first and third financial quarters, the Board of Directors has not delegated decisions to the Committees.
Responsibilities of the Board of Directors
Principal duties
In accordance with Swiss law, the Articles of Association and the Board Regulations, the principal duties of the Board of Directors include:
- The ultimate direction and strategy of the Company and Group and determining the Company and Group’s organization
- The overall structuring of the accounting system, financial controls and financial planning
- The appointment and dismissal of those persons to whom the management is delegated
- The supervision of persons to whom the management of the Company is delegated, especially with a view to their compliance with the law
- The compilation the Integrated Annual Report (financial & non-financial) and other reports that are subject to mandatory approval by the Board of Directors
- To preparation of the the Shareholder’s Annual General Meeting (the ‘General Meeting’) and to implement its resolutions
- All decisions relating to the ascertainment of changes in capital
- Filing a motion for debt-restructuring moratorium and notifying the courts in the event of over-indebtedness
- Regular review of the Group’s culture
- Decisions on the budget, the setting of financial targets, the definition of the Group’s capital strucuture and the annual investment budget
- Consideration of, and approval of recommendations made by the Board Committees
Number of meetings
Since the First Trading Date, the Board of Directors has held seven meetings. These include five regular meetings (in May, June, July, October and December) and two additional special meetings to deal with ad hoc matters. Board Committees typically meet the day prior to the regular Board of Director meetings.
Number of meetings held between the First Trading Date and 31 December 2023 |
|
7 |
|---|---|---|
Number of members |
|
12 |
Meeting attendance |
|
98% |
Thomas Leysen (Chairman) |
|
7 |
Patrick Firmenich (Vice-Chair) |
|
7 |
Sze Cotte-Tan |
|
7 |
Antoine Firmenich |
|
7 |
Erica Mann |
|
7 |
Carla Mahieu |
|
7 |
Frits van Paasschen |
|
7 |
Pradeep Pant |
|
7 |
André Pometta |
|
6 |
John Ramsay |
|
7 |
Richard Ridinger |
|
7 |
Corien Wortmann |
|
7 |
Average length of meetings: 4–5 hours (regular) |
|
|
The Board of Directors also adopted four written circular resolutions as part of the merger-related closing steps.
On-boarding
As part of the Board of Directors’ on-boarding program, the Board of Directors attended several workshops in 2023, where Members of the Executive Committee and senior management presented the four Business Units (with particular focus on the vitamins business) and sustainability themes. The Board of Directors visited the Company production sites in Sisseln (Switzerland) and Geneva (Switzerland) as well as the laboratories in Geneva (Switzerland) and the Biotech Campus in Delft (Netherlands). Individual Members of the Board of Directors had the opportunity to visit Company operations around the world in the context of other travel commitments
Audit & Risk Committee
According to the Board Regulations and the Audit & Risk Committee Charter, the Audit & Risk Committee must be chaired by an Independent Director. The Committee must be composed of at least three Members of the Board of Directors, of which one is a Nominated Director. The principle duties of the Audit & Risk Committee include:
- Review the financial statements of the Company and the Group
- Review the effectiveness of internal controls over financial reporting
- Review and evaluate the internal controls in place to ensure integrity and accuracy of the Company’s non-financial reporting
- Approve the release of the Group’s Q1 and Q3 results to the market
- Review the Company capital structure
- Make annual dividend proposal to the Board of Directors
- Oversee the external auditors that audit the Company’s financial statements and non-financial report and review their performance; make recommendations on the appointment, re-appointment or removal of the external auditor for the attention of the Board of Directors (regarding the election of such auditor at the General Meeting)
- Review periodic reports of the Corporate Operational Audit function
- Review the Enterprise Risk Management (ERM) governance and methodology and review significant risks and related mitigation plans
- Review the process for monitoring compliance within the Group of the Code of Business Ethics
Number of meetings held between First Trading Date and 31 December 2023 |
|
5 |
|---|---|---|
Number of members |
|
4 |
Meeting attendance |
|
100% |
John Ramsay (Chair) |
|
5 |
Antoine Firmenich |
|
5 |
Frits van Paasschen |
|
5 |
Corien Wortmann |
|
5 |
Average length of meetings: 2 hours |
|
|
The Audit & Risk Committee also adopted one circular resolution as part of the merger-related settlement steps.
Sustainability Committee
According to the Board Regulations and Sustainability Committee Charter, the Sustainability Committee is chaired by an Independent Director or a Nominated Director. The Committee must be composed of at least three Members of the Board, of which one is a Nominated Director. The principle duties of the Sustainability Committee include:
- Review the Company’s sustainability strategy and goals
- Define and periodically review the Company’s sustainability metrics
- Review the Company’s non-financial reporting obligations
- Periodically review the Company’s sustainability performance against peer groups
- Review regulatory developments relating to sustainability
- Ensure the interests of the relevant stakeholders are included in the Company’s strategy, targets and policies
Number of meetings held between First Trading Date and 31 December 2023 |
|
3 |
|---|---|---|
Number of members |
|
4 |
Meeting attendance |
|
100% |
Antoine Firmenich (Chair) |
|
3 |
Sze Cotte-Tan |
|
3 |
Erica Mann |
|
3 |
Corien Wortmann |
|
3 |
Average length of meetings: 2 hours |
|
|
Compensation Committee
In accordance with Swiss law and the Articles of Association, the Members of the Compensation Committee are appointed by the General Meeting. According to the Board Regulations and the Compensation Committee Charter, the Compensation Committee must be chaired by an Independent Director or the Chairman of the Board. The Compensation Committee is composed of at least three Members, including one) Nominated Director. The principle duties of the Compensation Committee include:
- Develop a compensation strategy in line with the principles described in the Articles of Association
- Review principles and design of short and Long-Term Incentive (LTI)/equity plans
- Propose to the Board the aggregate maximum compensation for the Board and the Executive Committee, for approval by the General Meeting
- Periodically review the level of Board and Executive Committe compensation against peer groups
- Review and propose to the Board the target total direct compensation levels and the mix of compensation for the CEO and the Executive Committee Members
- In cooperation with the other Committees, propose to the Board of Directors specific incentive targets
- Review the annual performance results against targets and recommend the compensation of Executive Members to the Board of Directors for approval
Number of meetings held between the First Trading Date and 31 December 2023 |
|
6 |
|---|---|---|
Number of members |
|
4 |
Meeting attendance |
|
100% |
Carla Mahieu (Chair) |
|
6 |
Thomas Leysen |
|
6 |
Frits van Paasschen |
|
6 |
André Pometta |
|
6 |
Average length of meetings: 1 hour |
|
|
Governance & Nomination Committee
According to the Board Regulations and the Governance & Nomination Committee Charter, as long as at least two Nominated Directors are on the Board of Directors, the Governance & Nomination Committee is chaired by a Nominated Director. The Committee is composed of at least three Members, including one Nominated Director. The principle duties of the Governance & Nomination Committee include:
- Periodically review the Articles of Association, Board Regulations and Committee Charters and recommend changes to the Board of Directors for the purpose of fostering good corporate governance and Shareholders’ rights
- Annually review the external mandates held by the Board of Directors and Executive Committee Members to ensure compliance with Art. 22 of the Articles of Association
- Support the Board of Directors in period evaluation of the Board of Directors’ performance
- Review the composition and size of the Board of Directors in order to ensure the right level of diversity
- Prepare and maintain a succession plan for the Chairman of the Board of Directors and the CEO
- Receive nominations for Nominated Directors and assess each application to determine if the applicant meets the requirements (appropriate expertise, skills and reputation)
- Make recommendations to the Board of Directors for the appointment and or dismissal of Members of the Executive Committee; assess and recommend to the Board of Directors whether Members of the Board of Directors should stand for re-election
- Periodically review the independent status of all Board of Directors and Executive Committee Members and any resulting disclosure requirement
Number of meetings held between the First Trading Date and 31 December 2023 |
|
5 |
|---|---|---|
Number of members |
|
4 |
Meeting attendance |
|
100% |
Patrick Firmenich (Chair) |
|
5 |
Carla Mahieu |
|
5 |
Pradeep Pant |
|
5 |
Richard Ridinger |
|
5 |
Average length of meetings: 1 hour |
|
|
Chairman of the Board of Directors
The Chairman of the Board of Directors is appointed by the General Meeting. Among his duties, the Chairman:
- Ensures the Board of Directors fulfills its functions
- Maintains regular and frequent contact with the CEO as well as other Executive Committee Members and reviews with the CEO the major strategic projects before submission to the Board of Directors
- Where appropriate and or requested, supports the CEO in participating in and giving input to public relations activities and contacts with the authorities
- Reviews actual and potential conflicts of interest a Board of Directors member may have and propose to the Board of Directors how the conflict should be handled
- Liaises with the Vice-Chair of the Board of Directors and keep him apprised of key issues
- In the event of extraordinary events of high urgency, orders immediate measures
Delegation of Management
In accordance with Art. 20.2 of the Articles of Association and Art. 4 of the Board Regulations, the Board of Directors delegates the management of the Company and the Group to the CEO and to the Executive Committee Members, within and subject to the powers of the Board of Directors reserved by law (in particular Art. 716a CO), the Articles of Association and the Board Regulations. The CEO organizes the Executive Committee and sets the responsibility of each Executive Committee Member.
Information and control instruments vis-à-vis the Executive Committee
To ensure the Board of Directors is fully informed about all matters that materially impact dsm-firmenich, the Board of Directors has at its disposal an information and controls system that includes the following instruments:
- The Board of Directors is, at each of its regular meetings, informed on material matters involving the Group’s business and on the latest available consolidated financial results. The entire Executive Committee is regularly invited to attend the Board of Directors meetings, in order to report on current developments, significant projects and events. Selected senior managers are regularly invited to attend Board of Director meetings, to report on areas of the business for which they are responsible
- At each of its regular meetings, the Board of Directors receives updates from each of Quality and Safety, alternatively
- The Board of Directors visits at least one dsm-firmenich country operation per year, during which Members of the Board of Directors meet members of senior local management. Additionally, Members of the Board of Directors are invited to visit country operations when travelling, to allow the opportunity of meeting local and regional senior management and getting first-hand information on local and regional developments
- The Chairman has regular meetings with the CEO and may request information on any matter relating to dsm-firmenich. The Chairman receives the minutes of the Executive Committee meetings. The CEO informs the Chairman immediately of any extraordinary event
- The Chairman has a standing invitation to all Committee meetings and is present in all Committee meetings
- The CEO attends all Committee meetings, Committee meetings are also attended by Executive Committee Members and members of the senior management
- All Members of the Board of Directors have access to the minutes and materials of the Committee meetings
Additional information and control instruments include dsm-firmenich’s internal audit function, named Corporate Operational Audit. The mission of Corporate Operational Audit is to enhance and protect organizational value by providing risk-based and objective assurance, advice, and insight. The scope of internal audit activities encompasses, but is not limited to, objective examinations of evidence for the purpose of providing independent assessments on the adequacy and effectiveness of governance, risk management, and control processes for the Group. Findings are communicated in the form of an internal audit report, which is shared with Executive Committee and the Audit & Risk Committee. The Audit & Risk Committee reviews and monitors management’s responsiveness to internal audit findings and recommendations. The Head of Corporate Operational Audit reports administratively to the CFO and has a functional reporting line to the Chair of the Audit & Risk Committee. He regularly meets with the Chair of the Audit & Risk Committee for interim updates.
Furthermore, dsm-firmenich has an internal risk management process, that focuses on identifying and managing risks and opportunities in all areas of strategic, operational, financial, regulatory, legal and compliance risks including those linked to climate change. The material risks are reported to the Audit & Risk Committee and to the Board of Directors twice annually. For more detail on risk management please refer to our approach to Risk Management.