ESRS GOV-1, GOV-2
Composition
According to our Articles of Association and Board Regulations, the Board is composed of between nine and 12 non-executive Members, save in extraordinary circumstances.
Term and election
Members of the Board and the Chairman are elected by the Annual General Meeting (AGM) on an individual basis for one year, ending with the conclusion of the next AGM. Re-election is permitted. According to Board Regulations, a member's mandate is a maximum of 10 years. Unless terminated earlier, a member’s mandate automatically terminates on the date of the AGM called to approve the accounts for the financial year in which such member has reached the age of 70. These limits support our commitment to renew the Board on an ongoing basis, in line with international best practice.
At the AGM in May 2024, 11 members of the Board were re-elected for one year until 2025’s AGM. Thomas Leysen was re-elected as Chairman. Pradeep Pant, who had been a Member of the Board and of its Governance & Nomination Committee since 2023, did not stand for re-election as he had reached the statutory age limit. The Board of Directors and the Executive Committee warmly thank Pradeep for his distinguished service and strong engagement during our first post-merger year. As of 31 December 2024, the Board of Directors has 11 members whose profiles can be found bellow.
Thomas Leysen
Chairman of the Board of Directors (first elected in 2023)
Member of the Compensation Committee
Patrick Firmenich
Vice Chair of the Board of Directors (first elected in 2023)
Chair of the Governance & Nomination Committee
Sze Cotte-Tan
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee
Antoine Firmenich
Member of the Board of Directors (first elected in 2023)
Chair of the Sustainability Committee
Member of the Audit & Risk Committee
Carla Mahieu
Member of the Board of Directors (first elected in 2023)
Chair of the Compensation Committee
Erica Mann
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee
Member of the Governance & Nomination Committee
Frits van Paasschen
Member of the Board of Directors (first elected in 2023)
Member of the Audit & Risk Committee
Member of the Compensation Committee
André Pometta
Member of the Board of Directors (first elected in 2023)
Member of the Compensation Committee
John Ramsay
Member of the Board of Directors (first elected in 2023)
Chair of the Audit & Risk Committee
Richard Ridinger
Member of the Board of Directors (first elected in 2023)
Member of the Governance & Nomination Committee
Corien Wortmann
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee
Member of the Audit & Risk Committee
Thomas Leysen,
Chairman of the Board of Directors (first elected in 2023)
Member of the Compensation Committee
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 been Chairman of the Board of Mediahuis, a European media company, since its formation in 2013. He has long been committed to the promotion of sustainable development, and was the founding chair of The Shift, a coalition of businesses and nongovernmental 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. starting 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
- Myriad USA and Myriad Canada: Chair of the Foundation
- Mayer van den Bergh Museum: Chair of the Board of Trustees
- World Wildlife Fund (WWF) Belgium: Chair of the Board (starting 1 January 2025)
Patrick Firmenich,
Vice Chair of the Board of Directors (first elected in 2023)
Chair of the Governance & Nomination Committee
Patrick Firmenich served as CEO of Firmenich, the world’s largest privately owned fragrance and taste company, from 2002 to 2014. He served as Chairman of the Firmenich Board from 2016 to 2023, when DSM and Firmenich merged. Throughout his tenure at Firmenich, he 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. He 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. Until the end of 2023, he was a member of the Board of Jacobs Holding AG. In 2020, Patrick Firmenich won the EY Entrepreneur of the Year™ Switzerland award for Family Business.
- Master’s degree, Law, University of Geneva (Switzerland), Admitted to Geneva Bar
- MBA: INSEAD, Fontainebleau (France)
- UBS AG, Non-Executive Director
- Hedione SA, 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 (first elected in 2023)
Member of the Sustainability Committee
Sze Cotte-Tan has more than 26 years' industry experience in food and nutrition, spanning Asia Pacific, Europe and North America. She is currently Executive Director of the Singapore Institute of Food and Biotechnology, A*STAR Research Entities, a government funded institution, and an adjunct Professor at the Singapore Institute of Technology. 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 in expanding its innovation footprints and transforming 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 Cotte-Tan 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 Cotte-Tan brings a wealth of knowledge in the areas of product and process mastership, consumer and sensory science, and organization change management.
- Pd.D in Food Sciences, University of Leeds (UK)
- MBA, Simon Business School, University of Rochester (USA)
- Foodplant, a subsidiary of the Singapore Institute of Technology, Non-Executive Chair
- Clay Capital, Member of the Advisory Committee
Antoine Firmenich,
Member of the Board of Directors (first elected in 2023)
Chair of the Sustainability Committee
Member of the Audit & Risk Committee
Antoine Firmenich has been CEO and 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, he 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. Antoine Firmenich was appointed Board Member of Firmenich in 2009, 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, MIT (USA),
- Ph.D in Biochemistry, Stanford University School of Medicine (USA),
- MBA, Stanford University Graduate School of Business (USA)
- Aquilus Pte Ltd (Singapore), Managing Director,
- Aquilius Management Ltd (Bermuda): Executive Director,
- Alatus Capital: Co-Founder and Non-Executive Director:
- Hedione SA, Non-Executive Director
- Stanford Interdisciplinary Lifesciences Council (SILC): Nominated Member,
- MAC3: Managing Director
Carla Mahieu,
Member of the Board of Directors (first elected in 2023)
Chair of the Compensation Committee
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 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 Mahieu 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 Non-Executive Director of the Koninklijke BAM Groep and 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. In 2024, Carla Mahieu was appointed as Non-Executive Director of CVC DIF Capital Partners, an infrastructure fund manager which is held by publicly listed CVC Capital Partners.
- Master’s degree in Economics, University of Amsterdam (Netherlands)
- Arcadis, Non-Executive Director
- Vodafone Ziggo Group B.V. Netherlands, Non-Executive Director
- DIF Capital Partners: Non-Executive Director
- Stichting Continuiteit Post NL: Board Member
- Priority Foundation of Arcadis: Board Member
Erica Mann,
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee
Member of the Governance and Nomination Committee
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 and risk management. Erica Mann 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, and served on the Board of the Perrigo Company from 2019 to 2024. In 2024, she was appointed Non-Executive Director of ALS Ltd, a company providing testing, inspection, certification and verification services globally. 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 Director,
- ALS Ltd: Non-Executive Director
Frits van Paasschen,
Member of the Board of Directors (first elected in 2023)
Member of the Audit & Risk Committee
Member of the Compensation Committee
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 van Paasschen then became the CEO of Coors Brewing Company. His last executive position held was CEO of Starwood Hotels and Resorts. In January 2017, he published ‘The Disruptor’s Feast’, subtitled: ‘How to avoid being devoured in today’s rapidly changing global economy.’ He 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 Schools (USA)
- Williams Sonoma: Non-Executive Director,
- Sonder: Non-Executive Director,
- Amadeus IT Group: Non-Executive Director
- Citizen M Hotels, Non-Executive Director,
- J Crew Group, Non-Executive Director
André Pometta,
Member of the Board of Directors (first elected in 2023)
Member of the Compensation Committee
André Pometta started his career with the Zuellig Group in Manila (Philippines) holding positions in sales, marketing, and operations. He joined Firmenich in 1997 in the Fragrance division and spent most of his career working for customers in Southeast Asia, the Middle East, North Africa, Eastern Europe and China. He led and implemented strategies that delivered significant growth with local and global 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 restructuring the Flavor division, building a culture of customer & consumer centricity, and was instrumental in establishing China as its own independent region within the organization. André Pometta was a member of the Board of Directors during a 20-year tenure, until DSM and Firmenich merged in 2023. André Pometta was also a Board Member of Sentarom SA (the Family holding company of the Firmenich Group) and served at its Chairman from 2021 to 2023. Currently, André Pometta advises a select group of international entrepreneurs and senior executives and is working on projects to promote agro-tourism and affordable housing in Switzerland.
- 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 (first elected in 2023)
Chair of the Audit & Risk Committee
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 Ramsay 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 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 (stepping down effective 1 March 2025),
- Babcock International PLC: Non-Executive Director
Richard Ridinger,
Member of the Board of Directors (first elected in 2023)
Member of the Governance & Nomination Committee
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 Ridinger was responsible for Care Chemicals, the largest group at Cognis, a former division of Henkel, with approximately 3,000 employees.
As 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 Ridinger has also 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 (first elected in 2023)
Member of the Sustainability Committee
Member of the Audit & Risk Committee
Corien Wortmann has served as Chair of the Board of ABP Pension Fund, a world leader in responsible investing, from 2015 to 2022. She was a Member of the European Parliament for the European People’s Party (EPP) from 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, Board Member of the Impact Economy Foundation and Chair of the Supervisory Board of Netspar, a scientific network on pensions. In 2024, she was appointed Member of the Supervisory Board of Deloitte Netherlands. 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 Royal DSM N.V. for a two-year tenure until DSM and Firmenich merged in 2023. She was a member of the Capital Markets Advisory Board of the Dutch Financial Markets Authority until 2024.
- Master’s degree in Political Science and Economics, Vrije Universiteit Amsterdam (Netherlands)
- Aegon LtD, Non-Executive Vice Chair of the Board
- Deloitte Netherlands: Member of the Supervisory Board
- Impact Economy Foundation: Advisory Board Member,
- Netspar: Chair of the Supervisory Board,
- Koninklijke Hollandsche Maatschappij der Wetenschappen: Member,
- Planet Bio: Member of the Supervisory Board
Nominated Directors
‘Nominated Directors’ are those Members of the Board of Directors who are nominated by a Firmenich Shareholder (as such term is defined in Article 4.4. of the Articles of Association) in accordance with the terms of Article 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 of 31 December 2024, the Nominated Directors are Patrick Firmenich and Antoine Firmenich. André Pometta is a former Nominated Director.
Overview of the Board of Directors
Independence
Article 3.2 of the Board Regulations outlines 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 else 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 else served as the lead auditor more than two years ago; and
- The Member does not have significant business relationships with the Group
Nominated and former Nominated Directors are not regarded as Independent Directors.
As at 31 December 2024, of the 11 Members of the Board of Directors, eight are Independent Directors and three (Patrick Firmenich, Antoine Firmenich, and André Pometta) are not regarded as Independent Directors. All Members of the Board of Directors are non-executive.
Diversity
The Board prioritizes and embraces diversity. The Board considers that diversity of gender, age, nationality, ethnicity, experience, background, and thought are key factors in its success and effectiveness. Diversity is a critical area of focus and a key criterion for the selection and nomination of new Members of the Board and Executive Committee.
Board of Directors diversity profile
The composition in terms of gender and age is shown in the charts below.
Gender at 31 December 2024 (%)
Age at 31 December 2024 (%)
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Thomas Leysen |
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Patrick Firmenich |
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Sze Cotte‑Tan |
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Antoine Firmenich |
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Carla Mahieu |
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Erica Mann |
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Frits van Paasschen |
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André Pometta |
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John Ramsay |
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Rrichard Ridinger |
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Corien Wortmann |
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Skill |
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dsm-firmenich business |
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Finance & audit/accounting |
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Sustainability/ESG |
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R&D |
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Operations & manufacturing |
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Sales & marketing |
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HR management, incl. compensation |
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Data/digital/ |
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Risk management/ |
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Public affairs |
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Succession planning
The Governance & Nomination Committee ensures effective succession plans for the Board of Directors, CEO, and Executive Committee. Candidates who meet the criteria are interviewed by the Board of Directors, and the Governance & Nomination Committee makes a recommendation to the full Board of Directors who 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 Article 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 Article 22 of the Articles of Association. In 2024, the Board of Directors approved a change in the Board Regulations indicating that a Chair position in a publicly listed company is equivalent to two mandates. 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
The Board conducts a self-assessment once a year, covering topics including Board composition, interaction between the Board of Directors and the Executive Committee, and team effectiveness. The self-assessment exercise is led by the Governance & Nomination Committee, and the outcome is shared with the Board of Directors. According to Article 3.11 of the Board Regulations, the Board performs a complete review of its performance on a three-year cycle. Such complete review is planned to commence in 2026 and will be conducted with an independent external consultant.
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 Article 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 Committees: 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 decision-making authority to the Committees. From time to time, the Board of Directors may establish sub-committees to focus on important strategic projects or matters requiring closer Board attention.
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 planning
- The appointment and dismissal of those persons to whom management is delegated
- The supervision of persons to whom management of the Company is delegated, especially with a view to their compliance with the law
- The compilation of the Integrated Annual Report (financial and non-financial) and other reports that are subject to mandatory approval by the Board of Directors
- The preparation of the Shareholder’s Annual General Meeting and the implementation of 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 structure, and the annual investment budget
- Consideration of, and approval of, recommendations made by the Board Committees
Number of meetings
The Board of Directors held 10 meetings in 2024. These included six regular meetings (in February, June, July, October, December and a constitutional meeting in May) and four additional special meetings to deal with ad hoc matters. In 2024, the Board of Directors adopted one written circular resolution. Board Committees typically meet the day prior to regular Board of Director meetings (see also Meeting attendance). In 2024, the Board of Directors dealt in detail with all the key strategic topics, monitored the financial performance and gave special attention to human resources and succession related topics. It continued to scrutinize Quality, Safety, and Compliance matters at every meeting.
Courses and visits in 2024
In 2024, the Board of Directors completed a course on Digital and Artificial Intelligence, hosted by senior management. In addition, each Member of the Board conducted an online training on the Code of Business Ethics, as well as on Anti-Competition Compliance.
In 2024, the Board of Directors visited dsm-firmenich’s Science & Research Hub in Kaiseraugst (Switzerland), its fragrance laboratories in Paris, and its newly inaugurated offices in Maastricht. Individual Members of the Board 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 whom one is a Nominated Director. The principal duties of the Audit & Risk Committee include:
- Reviewing the financial statements of the Company and the Group
- Reviewing the effectiveness of internal controls over financial reporting
- Reviewing and evaluating internal controls in place to ensure integrity and accuracy of the Company’s non-financial reporting
- Approving the release of the Group’s Q1 and Q3 results to the market
- Reviewing the Company capital structure
- Making the annual dividend proposal to the Board of Directors
- Overseeing the external auditors that audit the Company’s financial statements and provide assurance on the non-financial report and reviewing their performance and independence, making 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 Annual General Meeting)
- Reviewing periodic reports of the Group Audit function
- Reviewing the Enterprise Risk Management (ERM) framework and significant risks and related mitigation plans
- Reviewing the process for monitoring compliance within the Group of the Code of Business Ethics
Sustainability Committee
ESRS GOV-1, GOV-2
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 whom one is a Nominated Director. Their principal duties include:
- Reviewing the Company’s sustainability strategy and goals
- Defining and periodically reviewing the Company’s sustainability metrics
- Reviewing the Company’s non-financial reporting obligations
- Reviewing the Company’s sustainability performance against peer groups
- Reviewing regulatory developments relating to sustainability
- Ensuring the interests of the relevant stakeholders are included in the Company’s strategy, targets, and policies
Compensation Committee
In accordance with Swiss law and the Articles of Association, Members of the Compensation Committee are appointed by the General Meeting. According to 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. Their principal duties include:
- Developing a compensation strategy in line with the principles described in the Articles of Association
- Reviewing principles and design of short and Long-Term Incentive (LTI)/equity plans
- Proposing to the Board the aggregate maximum compensation for the Board and the Executive Committee, for approval by the General Meeting
- Periodically reviewing the level of Board and Executive Committee compensation against peer groups
- Reviewing and proposing to the Board the target total direct compensation levels and the mix of compensation for the CEO and the Executive Committee Members
- Proposing specific incentive targets to the Board of Directors
- Reviewing the annual performance results against targets and recommending the compensation of Executive Committee Members to the Board for approval.
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. Eric Mann was appointed as Member of the Governance & Nomination Committee on 7 May 2024, in replacement of Pradeep Pant who did not stand for re-election at the 2024 Annual General Meeting. The principal duties of the Governance & Nomination Committee include:
- Periodically reviewing the Articles of Association, Board Regulations and Committee Charters and recommending changes to the Board of Directors for the purpose of fostering good corporate governance and Shareholders’ rights
- Annually reviewing external mandates held by the Board of Directors and Executive Committee Members to ensure compliance with Article 22 of the Articles of Association
- Supporting the Board in evaluating the Board of Directors’ performance
- Reviewing the composition and size of the Board to ensure the right level of diversity
- Preparing and maintaining a succession plan for the Chairman of the Board and the CEO
- Receiving nominations for Nominated Directors and assess each application to determine if the applicant meets the requirements (appropriate expertise, skills and reputation)
- Making recommendations to the Board of Directors for the appointment and or dismissal of Members of the Executive Committee; assessing and recommending to the Board of Directors whether Members of the Board should stand for re-election
- Periodically reviewing the independent status of all Board of Directors and Executive Committee Members and any resulting disclosure requirement
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|
Board of Directors (BoD) |
|
Audit & Risk Committee (ARC) |
|
Sustainability Committee (SC) |
|
Compensation Committee (CC) |
|
Governance & Nomination |
|---|---|---|---|---|---|---|---|---|---|---|
Number of meetings held |
|
10 |
|
8 |
|
5 |
|
4 |
|
5 |
Number of Members |
|
12 (from 1 January to 7 May 2024) |
|
4 |
|
4 |
|
4 |
|
4 |
Meeting attendance in % |
|
95 |
|
96 |
|
100 |
|
100 |
|
100 |
Thomas Leysen (Chair BoD) |
|
10 |
|
|
|
|
|
4 |
|
|
Patrick Firmenich (Vice-Chair BoD and Chair GNC) |
|
10 |
|
|
|
|
|
|
|
5 |
Sze Cotte-Tan |
|
10 |
|
|
|
5 |
|
|
|
|
Antoine Firmenich (Chair SC) |
|
10 |
|
8 |
|
5 |
|
|
|
|
Erica Mann (appointed to the GNC on 7 May 2024) |
|
9 |
|
|
|
5 |
|
|
|
4 |
Carla Mahieu (Chair CC) |
|
10 |
|
|
|
|
|
4 |
|
5 |
Frits van Paasschen |
|
9 |
|
7 |
|
|
|
4 |
|
|
Pradeep Pant (mandate expired on 7 May 2024) |
|
3 |
|
|
|
|
|
|
|
1 |
André Pometta |
|
10 |
|
|
|
|
|
4 |
|
|
John Ramsay (Chair ARC) |
|
10 |
|
8 |
|
|
|
|
|
|
Richard Ridinger |
|
8 |
|
|
|
|
|
|
|
5 |
Corien Wortmann |
|
9 |
|
8 |
|
5 |
|
|
|
|
Average length of meetings in hours (regular) |
|
6–7 |
|
2 |
|
2 |
|
1 |
|
1 |
Chairman of the Board of Directors
The Chairman of the Board of Directors is appointed by the General Meeting.
Among his duties, the Chairman:
- Organizes the affairs of the Board and ensures the Company moves forward with its strategic objectives
- 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 proposes to the Board of Directors how the conflict should be handled
- Liaises with the Vice-Chair of the Board of Directors and keeps him apprised of key issues
- Without delay, communicates to the Board of Directors any information that may have a significant impact on the Group strategy
- In the event of extraordinary events of high urgency, orders immediate measures
Delegation of management
In accordance with Article 20.2 of the Articles of Association and Article 4 of the Board Regulations, the Board of Directors delegates the management of the Company and the Group to the CEO and the Executive Committee Members, within and subject to the powers of the Board of Directors reserved by law (in particular Article 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, to report on current developments, significant projects and events. Selected senior managers are regularly invited to attend Board of Directors meetings, to report on areas of the business for which they are responsible. During the meetings, the CEO, Executive Committee and senior management answer all requests for information by the Board of Directors about any matter concerning the Group that is transacted
- 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, so they can meet local and regional senior management and gain 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
- In preparation of each Board of Directors and Board Committee meeting, the members receive information and reports from the Executive Committee and members of senior management via a secure electronic sharing system
Additional information and control instruments include dsm-firmenich’s internal audit function, named Group Audit. The mission of Group 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 the 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 Group 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, focused 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 the Board of Directors twice annually. For more detail, please refer to Our approach to risk management.