The dsm-firmenich Board of Directors

Composition

According to our Articles of Association and Board Regulations, the Board of Directors 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 2025, 11 members of the Board were re-elected for one year until the 2026 AGM. Thomas Leysen was re-elected as Chairman.

As at December 31, 2025, the Board of Directors has 11 members.

Composition of the Board of Directors

Thomas Leysen

Chairman of the Board of Directors (first elected in 2023)

Member of the Compensation Committee

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Patrick Firmenich

Vice-Chair of the Board of Directors (first elected in 2023)

Chair of the Governance & Nomination Committee

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Dr. Sze Cotte-Tan

Member of the Board of Directors (first elected in 2023)

Member of the Sustainability Committee

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Dr. Antoine Firmenich

Member of the Board of Directors (first elected in 2023)
Chair of the Sustainability Committee
Member of the Audit & Risk Committee

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Carla Mahieu

Member of the Board of Directors (first elected in 2023)

Chair of the Compensation Committee

Member of the Governance & Nomination Committee

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Erica Mann

Member of the Board of Directors (first elected in 2023)

Member of the Sustainability Committee

Member of the Governance & Nomination Committee

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Frits van Paasschen

Member of the Board of Directors (first elected in 2023)

Member of the Audit & Risk Committee

Member of the Compensation Committee

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André Pometta

Member of the Board of Directors (first elected in 2023)

Member of the Compensation Committee

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John Ramsay

Member of the Board of Directors (first elected in 2023)

Chair of the Audit & Risk Committee

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Richard Ridinger

Member of the Board of Directors (first elected in 2023)

Member of the Governance & Nomination Committee

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Corien Wortmann

Member of the Board of Directors (first elected in 2023)

Member of the Sustainability Committee

Member of the Audit & Risk Committee

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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 non-governmental organizations in Belgium. He was Chairman of the Federation of Enterprises in Belgium from 2008 to 2011.

Between 2011 and 2020, Thomas Leysen was Chairman of the Board of KBC Group, a banking and insurance group with activities mainly in Belgium, Central Europe, and Ireland. He was appointed a Member of the Supervisory Board of Royal DSM N.V. in 2020 and served as its Chair from 2021 to 2023, when DSM and Firmenich merged.

Nationality & Year of Birth:

• Belgian, 1960

Education:

• Master’s in Law, KU Leuven (Belgium)

Listed Company Boards:

• Umicore: Non-Executive Chair of the Supervisory Board

Non-Listed Company Boards:

• Mediahuis: Non-Executive Chair of the Board

Other Memberships:

• 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

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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 by means of organic as well as inorganic growth; he also greatly enhanced the organization’s responsiveness 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 Firmenich 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. He was a member of the Board of Jacobs Holding AG until 2023 and a member of the Board of INSEAD and of the INSEAD World Foundation until 2025. In 2020, he won the EY Entrepreneur of the Year™ Switzerland award for Family Business.

Nationality & Year of Birth:

• Swiss, 1962

Education:

• Master’s in Law, University of Geneva (Switzerland), Admitted to Geneva Bar
• MBA, INSEAD, Fontainebleau (France)

Listed Company Boards:

• UBS AG: Non-Executive Director

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Dr. Sze Cotte-Tan,
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee

Sze Cotte-Tan has more than 30 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 public research organization under the Ministry of Trade and Industry. She is also 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 and biotechnology conglomerate, in which she played a pivotal role in expanding the company’s innovation footprint globally, transforming R&D into a strategic growth driver. Prior to this, 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 and healthcare in Vevey, Switzerland. A food scientist by training, Sze Cotte-Tan brings a wealth of experience in R&D leadership, innovation management and public-private partnerships across government, academia and industry.

Nationality & Year of Birth:

• Singaporean, 1969

Education:

• Ph.D. in Food Sciences, University of Leeds (UK)
• MBA, Simon Business School, University of Rochester (USA)

Non-Listed Company Boards:

• Foodplant Pte Ltd, Non-Executive Chair
• Clay Capital, Member of the Advisory Committee

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Dr. 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 past 16 years, he has been increasingly involved in sustainability and climate issues, supporting basic research projects on several continents, and driving high-impact investment and policy initiatives centered on health and education as well as 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).

Nationality & Year of Birth:

• Swiss, 1965

Education:

• 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)

Non-Listed Company Boards:

• Aquilus Pte Ltd (Singapore), Managing Director
• Aquilius Management Ltd (Bermuda), Executive Director
• Alatus Capital, Co-Founder and Non-Executive Director

Other Memberships:

• Stanford Interdisciplinary Lifesciences Council (SILC), Nominated Member
• MAC3, Managing Director

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Carla Mahieu,
Member of the Board of Directors (first elected in 2023)
Chair of the Compensation Committee
Member of the Governance & Nomination 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 this, 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. Carla Mahieu currently serves as Non-Executive Director at the Supervisory Boards of Arcadis, Vodafone Ziggo Group B.V. Netherlands, and CVC DIF Capital Partners B.V.

Nationality & Year of Birth:

• Dutch, 1959

Education:

• Master’s in Economics, University of Amsterdam (Netherlands)

Listed Company Boards:

• Arcadis, Non-Executive Director

Non-Listed Company Boards:

• Vodafone Ziggo Group B.V. Netherlands, Non-Executive Director
• CVC DIF Capital Partners B.V., Non-Executive Director

Other Memberships:

• Stichting Continuiteit Post NL, Board Member
• Priority Foundation of Arcadis, Board Member

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Erica Mann,
Member of the Board of Directors (first elected in 2023)
Member of the Sustainability Committee
Member of the Governance & 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 in the company’s 150-year history to be appointed to Bayer’s Management Board. 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. Furthermore, in March 2025, Erica Mann was appointed Non-Executive Director of Kenvue Inc., a global health and wellness company. Following Mars’s acquisition of Kellanova, she stepped down as Non‑Executive Director of Kellanova in December 2025. She was listed in Fortune’s ‘Most Powerful Women International’ both in 2016 (ranked #40) and 2017 (ranked #36).

Nationality & Year of Birth:

• Australian, 1958

Education:

• ND Analytical Chemistry, Tshwane University of Technology (South Africa)
• Marketing Management, Damelin College (South Africa)

Listed Company Boards:

• Kellanova (formerly The Kellogg Company) (stepped down in December 2025), Non-Executive Director
• ALS Ltd, Non-Executive Director
• Kenvue Inc.; Non-Executive Director (since March 2025)

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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 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. He held numerous positions at Nike, including President of the Americas and later President of 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 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.

Nationality & Year of Birth:

• Dutch/American, 1961

Education:

• Bachelor of Arts in Economics and Biology, Amherst College (USA)
• MBA, Harvard Business School (USA)

Listed Company Boards:

• Williams Sonoma, Non-Executive Director
• Amadeus IT Group, Non-Executive Director

Non-Listed Company Boards:

• Another Star (formerly citizenM Hotels). Non-Executive Director
• JCrew Group, Non-Executive Director

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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- and consumer-centricity, and was instrumental in establishing China as its own independent region within the organization. He was a member of the Board of Directors during a 20-year tenure, until DSM and Firmenich merged in 2023. He 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, he advises a select group of international entrepreneurs and senior executives and is working on projects to promote affordable housing in Switzerland. In July 2025, he was appointed as Member of the Board of Fondation Salle à Manger; an NGO focused on promoting, supporting, and developing projects for the guidance, training, and integration of young people experiencing difficulties in their educational or professional lives.

Nationality & Year of Birth:

• Swiss, 1965

Education:

• Bachelor of Science in Economics, HEC Lausanne (Switzerland)

Non-Listed Company Boards:

• White Lobster, Non-Executive Director
• Noyb SA (+ Affiliates), Non-Executive Director

Other Memberships:

• Fondation Salle à Manger, Member of the Board (since July 2025) – pro bono

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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. He 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.

John Ramsay 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 as 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.

Nationality & Year of Birth:

• British, 1957

Education:

• Chartered Accountant

Listed Company Boards:

• RHI Magnesita N.V, Non-Executive Director
• Croda International PLC, Non-Executive Director (until March 1, 2025)
• Babcock International PLC, Non-Executive Director

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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, he 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, Richard Ridinger’s experience spans process development, production management, product and marketing management, leading global business units, and responsibility for leading a worldwide specialty chemicals group. He currently serves as Chair of the Supervisory Board of Brenntag SE. 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.

Nationality & Year of Birth:

• German, 1958

Education:

• Master’s in Chemical Engineering, University of Karlsruhe (Germany)

Listed Company Boards:

• Brenntag SE, Chair of the Supervisory Board

Non-Listed Company Boards:

• Recipharm AB, Chairman of the Board
• Novo Holdings, Member of the Advisory Board

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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 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, a Member and Vice Chair of the Supervisory Board of Deloitte Netherlands, 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, and 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.

Nationality & Year of Birth:

• Dutch, 1959

Education:

• Master’s in Political Science and Economics, Vrije Universiteit Amsterdam (Netherlands)

Listed Company Boards:

• Aegon Ltd, Non-Executive Vice-Chair of the Board

Non-Listed Company Boards:

• Deloitte Netherlands, Vice-Chair of the Supervisory Board

Other Memberships:

• 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 at December 31, 2025, the Nominated Directors are Patrick Firmenich and Antoine Firmenich.

Independence, diversity, and skills of the Board of Directors

Independence

Article 3.2 of the Board Regulations outlines the independence criteria, which require a majority of the Board to be non-executive and independent. An Independent Director is defined as:

• 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

• 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

• The Member does not have significant business relationships with the Group

• Nominated and former Nominated Directors are not regarded as Independent Directors

As at December 31, eight are Independent Directors and three (Patrick Firmenich, Antoine Firmenich, and André Pometta) are not regarded as Independent Directors. All Members of the Board are non-executive.

Diversity

The Board prioritizes and embraces diversity. Diversity of gender, age, nationality, ethnicity, experience, background, and thought are key factors in its success and effectiveness. The Board comprises seven men and four women. Three Members are Swiss, two are Dutch, one German, one Dutch-American, one British, one Singaporean, one Australian, and one Belgian. Diversity is a critical area of focus and a key criterion for selecting and nominating new Members of the Board and the Executive Committee. For detailed information on their backgrounds, please see our website and Composition of the Board of Directors.

Diversity profile of the Board of Directors

The composition in terms of gender and age is shown in the charts below.

Gender profile

Age profile

The role of the Board of Directors and its Committees

The Board of Directors is our highest executive oversight body. It resolves on all business matters which are not reserved to 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

Stakeholder management

In performing its duties, the Board acts in accordance with the interests of the Company and its stakeholders.

The Chairman of the Board is in regular close contact with the CEO, as is the Chair of the Audit & Risk Committee with the CFO. Furthermore, the Board regularly interacts with members of the Executive Committee, who regularly attend Board meetings. Direct, one-to-one contact between Board members and Executive Committee members generally follows naturally from topics discussed in the meetings of the Board. These discussions draw on the expertise of individual Board members, whose advice is sought on a wide range of specialist topics as required.

The Board regularly receives information on relevant topics from senior leaders and experts in the Company during Committee meetings, full Board meetings and site visits. During its annual site visit, the Board actively takes the opportunity to interact with employees.

Number of meetings

The Board of Directors held ten meetings in 2025. These included six regular meetings (in February, June, July, October, and December, plus a constitutional meeting in May) plus four additional special meetings to deal with specific topics.

There was also one additional meeting in 2025 for which the decision-making had been delegated by the Board to the Chairman of the Board of Directors and the Chair of the Audit & Risk Committee, both of whom attended that meeting. Information on attendance of Board and Committee meetings can be found in the table Meeting attendance.

Board Committees typically meet the day prior to regular Board of Director meetings (see also Meeting attendance).

Performance duties

The Board performs its duties with respect to both recurring standard agenda items for Board meetings and specific topics that become relevant at any given point in time.

In 2025, the Board continued to scrutinize quality, safety, and compliance matters at every meeting. Other prominent recurring agenda items the Board dealt in detail with include updates on business performance, research and development, financials, treasury and investor relations topics. The Board tracked the Company’s financial performance, approved the annual Finance Plan, and was updated on capital market expectations. In 2025, the Board also discussed and approved the Company’s share buy-back program (completed on December 2, 2025) and the stock dividend.

The Board also reviewed and approved the key strategic topics, including the transaction underlying the sale of each of the Feed Enzymes and ANH businesses. The Board also tracked the progress of the Company’s cyber security program as well as the Company’s performance on ESG topics.

Visits in 2025

In 2025, the Board visited dsm-firmenich’s business operations in Shanghai, China. The visit deepened the Board’s knowledge of dsm-firmenich’s business and innovation, as well as consumer trends in China. In particular, the Board visited the S&R center in Minhang (Shanghai), and the TTH Taste plant in Zhangjiagang (Jiangsu province). A central theme of the visit was the Board’s interactions with employees at all levels of the organization. Individual Members of the Board have 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 order 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 final interim reports

• Reviewing the Company’s 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

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 Member may have and proposes to the Board how the conflict should be handled

• Liaises with the Vice-Chair of the Board and keeps him apprised of key issues

• Without delay, communicates to the Board 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, it 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’s meetings to report on current developments, significant projects, and events. Selected senior managers are regularly invited to attend Board 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 about any matter concerning the Group that is transacted

• At each of its regular meetings, the Board receives updates from Quality and Safety, in alternation

• The Board of Directors visits at least one dsm-firmenich country operation per year, during which visit Members of the Board meet members of senior local management. Members of the Board are also invited to visit country operations when travelling, so that 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 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.