Building on the solid legacies of DSM and Firmenich, our governance framework constitutes the foundational principles of our long-term objective to create value along the triple bottom line of economic performance, environmental quality, and social responsibility.
Preliminary remarks
On 8 May 2023, DSM and Firmenich merged to become dsm-firmenich, innovator in nutrition, health and beauty. The parent company of the combination, DSM-Firmenich AG, is a company organized under Swiss law, whose shares are listed on the Amsterdam stock exchange (Euronext Amsterdam).
As a Swiss company, the key applicable governance requirements to DSM-Firmenich AG (also referred to as the ‘Company’) are the Swiss Code of Obligations (CO), and the standards established by the Swiss Code of Best Practice for Corporate Governance. Due to its listing on Euronext Amsterdam, the Company is subject to the Dutch Financial Supervision Act and is subject to the relevant reporting requirements of the Dutch Decree on Transparency for issuing entities subject to the Dutch Act on Financial Supervision. The SIX Directive on Information relating to Corporate Governance is not applicable to the Company, as the Company is not listed on the SIX Swiss Exchange.
Governance Framework
The Company’s internal corporate governance framework is based on its Articles of Association (the ‘Articles of Association’). The Organizational Regulations of the Board of Directors, its Committees and of the Executive Committee (the ‘Board Regulations’) further clarify the duties, powers and regulations of the governing bodies of the Company.
The Board of Directors has established four Committees: the Audit & Risk Committee, the Sustainability Committee, the Compensation Committee and the Governance & Nomination Committee. These Committees assist the Board of Directors in its work. The duties and functioning of the Committees are laid down in Committee Charters.
Except where otherwise provided by law, the Articles of Association and the Board Regulations, all areas of management are fully delegated by the Board of Directors, with the power to sub-delegate, to the CEO and the Executive Committee.