Our commitment to good corporate governance ensures transparency, accountability, and trust. It also drives our long-term objective of creating value along the triple bottom line of economic performance, environmental quality, and social responsibility.
Preliminary remarks
DSM-Firmenich AG is a company constituted 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 EU Market Abuse Regulation, the Dutch Financial Supervision Act and the relevant reporting requirements of the Dutch Decree on Transparency. The SIX Directive on ‘Information relating to Corporate Governance’ does not apply 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 the Executive Committee (the ‘Board Regulations’) further clarify the duties, powers, and regulations of the governing bodies of the Company.
Our governance framework model
The Board of Directors (also referred to as the 'Board') 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 management areas are fully delegated by the Board of Directors to the CEO and the Executive Committee, with the power to further sub-delegate.