70 Wed Moluptatur Ditia Simos soloriberis quate

Corporate
Governance
Givaudan’s corporate governance system
is aligned with international standards
and practices to ensure proper checks andbalances and to safeguard the effectivefunctioning of the governing bodies of
the Company.

In this section:

Givaudan - Annual Report 2015

72

Corporate governance

72

Group structure and shareholders

73

Capital structure74

Board of Directors

84

Executive Committee

89

Compensation, shareholdings and loans

89

Shareholders’ participation

90

Change of control and defence measures

90

Auditors

91

Information policy

Wed Moluptatur Ditia Simos soloriberis quate

71

Givaudan - Annual Report 2015

72 Corporate governanceCorporate governanceAligned with international standards

Givaudan’s corporate governancesystem is aligned withinternational standards andpractices to ensure proper checks
and balances and to safeguard
the effective functioning of thegoverning bodies of the Company.
The Governance chapter has been prepared in accordancewith the Swiss Code of Obligations, the Directive on Information
Relating to Corporate Governance issued by the SIX Swiss
Exchange and the ‘Swiss Code of Best Practice for Corporate
Governance’ issued by economiesuisse. Relevant international
governance standards and practices are taken into consideration.
The basis of the internal corporate governance framework is
included in Givaudan’s Articles of Incorporation. The ‘Board
Regulations of Givaudan SA’, the Company’s organisational
regulation further clarifies the duties, powers and regulationsof the governing bodies of the Company.
Except when otherwise provided by law, the Articles ofIncorporation and Givaudan’s Board Regulations, all areas ofmanagement are fully delegated by the Board of Directors,
with the power to sub-delegate to the Chief Executive
Officer, the Executive Committee and its members. The Board
Regulations of Givaudan also specify the duties and thefunctioning of its three Board Committees.
The Articles of Incorporation, Board Regulations of Givaudan
and other documentation regarding Givaudan’s principles ofGivaudan - Annual Report 2015

corporate governance can be found at: www.givaudan.com  –
our company – corporate governance – rules and policies.

1. Group structure and shareholders
1.1 Group structure
1.1.1 Description of the issuer’s operational Group structure
Givaudan SA , 5 Chemin de la Parfumerie, 1214 Vernier,
Switzerland, (‘the Company’) the parent company of theGivaudan Group (the ‘Group’), is listed on the SIX Swiss
Exchange under security number 1064593, ISIN CH0010645932.
The Company is the global leader in the fragrance and flavour
industry, offering its products to global, regional and local food,beverage, consumer goods and fragrance companies. The
Company operates around the world and has two principal
divisions: Fragrance and Flavour. The Fragrance Division has
three business units: Fine Fragrances, Consumer Products andFragrance & Cosmetic Ingredients. The Flavour Divisionconsists of four business units: Beverages, Dairy, Savoury andSweet Goods.
Both divisions have a sales and marketing presence in all majorcountries and markets and operate separate Researchand Development organisations. Whenever appropriate, thedivisions share resources and knowledge in the areas ofresearch, consumer understanding and purchasing. Corporate
functions include finance, information technology, legal,
compliance and communications, as well as human resources.
1.1.2 Listed companies within the scope of consolidation
The Company does not have any publicly listed subsidiaries.
1.1.3 Unlisted companies within the scope of consolidation
The list of principal consolidated companies, their domiciles
and the shareholding is presented in appendix page 187 to theCorporate governanceconsolidated financial statements of the Financial Report 2015,
notes 1 and 5 to the consolidated financial statements as well as
note 3 to the statutory financial statements offer more details
regarding the structure of the Group. All unlisted subsidiaries arewholly-owned, unless otherwise indicated in notes 3 and 4 tothe statutory financial statements mentioned above.
The Financial Report 2015 is printed in English as part of theAnnual Report 2015 or can be downloaded on the Company
website: www.givaudan.com - media - publications.
1.2 Significant shareholders
To our knowledge, the following were the only shareholders
holding more than 3% of the share capital of Givaudan SA as at
31 December 2015 (or as at the date of their last notification
under article 20 of the Stock Exchange Act): William H. Gates
III (13.86%), BlackRock Inc. (5.02%), MFS Investment
Management (3.01%), Nortrust Nominees Ltd (nominee; 15.5%),
Chase Nominees Ltd (nominee; 6.1%) and the Messieurs
Pictet & Cie (nominee: 3.79%).
The notifications can be viewed on the following site:www.six-swiss-exchange.com – market date – shares– givaudan – overview – significant shareholders.
The Company has not entered into any shareholder
agreements with any of its key shareholders.
1.3 Cross-shareholdings
The Company does not have any cross-shareholdings with anyother company.

2. Capital structure
2.1 Capital on the disclosure deadline
Ordinary share capital
As at 31 December 2015, the Company’s ordinary share capitalamounted to CHF 92,335,860 fully paid in and divided into
9,233,586 registered shares with a par value of CHF 10.00 each.
The market capitalisation of the Company at 31 December 2015
was CHF 16,832,827,278. The Company has also conditional
share capital as described in the next section.
2.2 Authorised and conditional capital in particular
Authorised share capital
The Company does not have any authorised share capital.
Conditional share capital
The Company’s share capital can be increased:– by issuing up to 161,820 shares through the exercise of
option rights granted to employees and/or the membersof the Board of Directors of the Group– by issuing up to 463,215 shares through the exercise of
option or conversion rights granted in connection withbond issues of Givaudan SA or a Group company.

73

The Board of Directors is authorised to exclude theshareholders’ preferential right to subscribe to such bonds
if the purpose is to finance acquisitions or to issue
convertible bonds or warrants on the international capital
market. In that case, the bonds or warrants must be
offered to the public at market conditions, the deadline forexercising option rights must be not more than six years
and the deadline for exercising conversion rights must be
not more than 15 years from the issue of the bond or
warrants and the exercise or conversion price for new
shares must be at a level corresponding at least to themarket conditions at the time of issue– by issuing up to 123,163 shares through the exercise of
option rights granted to the shareholders of Givaudan SA.
For the conditional share capital, the subscription rights ofthe shareholders are excluded.
The acquisition of shares through the exercise of option orconversion rights and the transfer of such shares are subject
to restrictions as described in the next section.
2.3 Changes in capital
The information regarding the year 2013 is available in notes
6 and 7 to the statutory financial statements of the 2013
Financial Report. Details of the changes in equity for theyears 2014 and 2015 are given in notes 9 and 10 to thestatutory financial statements of the 2015 Financial Report.
2.4 Shares and participation certificates
The Company has one class of shares only. All shares areregistered shares with a par value of CHF 10.00 each. Subject
to the limitations described below, all shares have the samerights in all respects. Every share gives the right to one voteand to an equal dividend.
2.5 Dividend-right certificates
Other than the registered shares, dividend-right certificatesand participation certificates do not exist.
2.6 Limitations on transferability and nominee
registrations
2.6.1 Limitations on transferability for each sharecategory; indication of statutory group clauses andrules for granting exceptions
At the Annual General Meeting of shareholders on 20 March
2014, the previously existing registration and voting rights
restrictions were abolished. Today, the Company no longer
has limitations on transferability.
2.6.2 Reasons for granting exceptions in the year
under review
This is not applicable because there are no longer any
limitations on transferability.

Givaudan - Annual Report 2015

74

Corporate governance2.6.3 Permissibility of nominee registrations; indicationof any percent clauses and registration conditions
Subject to the provisions mentioned in the next paragraph,registration with voting rights in the Company’s shareregister is conditional on shareholders declaring that they
have acquired the shares in their own name and for theirown account.
Based on a regulation of the Board of Directors, nominee
shareholders may be entered with voting rights in the shareregister of the Company for up to 2% of the share capital
without further condition, and for more than 2% if they
undertake to disclose to the Company the name, address,
nationality and number of shares held by the beneficial owners.
2.6.4 Procedure and conditions for cancelling statutory
privileges and limitations on transferability
The limitations on transferability and nominee registrations
may be changed by a positive vote of the absolute majority ofthe share votes represented at a shareholders’ meeting.
2.7 Convertible bonds and warrants/options
There are no bonds or warrants outstanding that areconvertible into shares of Givaudan SA.

3. Board of Directors

According to the Articles of Incorporation of Givaudan,
the Board of Directors may consist of between seven andnine members.
Givaudan’s Board of Directors, currently nine members, hasin-depth knowledge of finance, strategy and the fragrance
and flavour industry, with long-standing experience in many
areas of the Company’s business, from research and innovation
to marketing and regulatory affairs. The Board’s knowledge,
diversity and expertise make an important contribution inleading a company of Givaudan’s size in a complex andfast-changing environment.
As of 31 December 2015, the following were members of theBoard of Directors:

3.1 Members of the Board of Directors

Dr Jürg Witmer
Chairman
Attorney
Swiss national, born 1948
Non-executive
First elected 1999

In 1978, Jürg Witmer joined Hoffmann-La-Roche in Basel andsubsequently held a number of positions including LegalCounsel, Assistant to the CEO, General Manager and China
Project Manager of Roche Far East based in Hong Kong, Headof Corporate Communications and Public Affairs at Roche
headquarters in Basel, Switzerland, and General Manager ofRoche Austria. From 1999 to 2005 he acted as Chief Executive
Officer of the Givaudan Group in Vernier/Geneva and since thenas Chairman of the Board. From 2008 to 2012 he was also
Chairman of the Board of Directors of Clariant AG, Basel.
Jürg Witmer holds the following mandates in companies thatare quoted on an official stock exchange: Vice-Chairman of
the Board of Syngenta AG, Basel. He holds the following
mandates in companies that are non-quoted: Chairman ofInterpharma Investments Ltd, Hong Kong and non-executive
Director of A. Menarini IFR, Florence, Italy.
Jürg Witmer has a Doctorate in law from the University of
Zurich, as well as a degree in international studies from the
Graduate Institute of the University of Geneva.

Givaudan - Annual Report 2015

Corporate governanceAndré HoffmannPeter Kappeler

Businessman

Businessman

Swiss national, born 1958

Swiss national, born 1947

Non-executive

Non-executive

First elected 2000

First elected 2005

In 1983, André Hoffmann was the Head of Administration ofla Tour du Valat, a research centre for the conservationof Mediterranean wetlands in France. In 1985, he relocated to
London and worked several years for James Capel and Co.
Corporate Finance Ltd, then for Nestlé UK in corporate financeand business development.

Peter Kappeler has served in different industrial and banking
companies. For 17 years, he was head of BEKB/BCBE (Berner
Kantonalbank), from 1992 to 2003 as CEO and until 2008
as Chairman of the Board of Directors. Peter Kappeler acts asowner or co-owner of some small industrial and start-up
companies and is also a member of various boards, including
the Summer Academy Foundation at the Paul Klee Centre.

Vice-Chairman

André Hoffmann holds the following mandates in companies
that are quoted on an official stock exchange: Vice-Chairmanof the Board of Roche Holding Ltd. and member of the Board of
Inovalon Inc.
He holds the following mandates in companies and otherentities that are non-quoted: member of the Boards ofGenentech Inc., INSEAD, Amazentis SA and Glyndebourne
Productions Ltd, President of MAVA Foundation, Massellaz SA
and the Tour du Valat Foundation, as well as Vice-President of
WWF International.

75

Director

Peter Kappeler does not hold any mandates in companies thatare quoted on an official stock exchange.
He holds the following mandates in companies that are
non-quoted: member of the Boards of Cendres et Métaux SA,
Schweizerische Mobiliar Holding AG and Schweizerische
Mobiliar Genossenschaft.
Peter Kappeler has a Master of Business Administration fromINSEAD as well as a degree in engineering from the ETH Zurich.

André Hoffmann studied economics at the University of
St. Gallen and holds a Master of Business Administrationfrom INSEAD.

Givaudan - Annual Report 2015

76 Corporate governanceThomas Rufer
Director

Lilian Biner
Director

Certified Public Accountant

Businesswoman

Swiss national, born 1952

Swedish national, born 1962

Non-executive

Non-executive

First elected 2009First elected 2011

Thomas Rufer joined Arthur Andersen in 1976, where he held
several positions in audit and business consulting (accounting,organisation, internal control and risk management). He wasCountry Managing Partner for Arthur Andersen Switzerlandfrom 1993 to 2001. Since 2002, he has been an independent
consultant in accounting, corporate governance, risk
management and internal control.

Lilian Biner has senior management experience from retail andconsumer goods companies. These posts have most recently
included Chief Financial Officer and Executive Vice President
with Axel Johnson AB in 2007 and Head of Strategic Pricing forElectrolux Major Appliances Europe, a company she joined in2000 as head of HR and Organisational Development.

Until May 2015, Thomas Rufer held the following mandates incompanies that are quoted on an official stock exchange:
Vice-Chairman of the Board of Directors and Chairman of the
Audit Committee of the Berner Kantonalbank.
He holds the following mandates in non-listed companies:
Chairman of the Board of Directors of the Federal Audit
Oversight Authority and member of the Swiss Takeover Board.
Thomas Rufer has a degree in business administration(économiste d’entreprise HES) and is a Swiss Certified Public
Accountant.

Givaudan - Annual Report 2015

Lilian Biner holds the following mandates in companies that arequoted on an official stock exchange: member of the Boards ofOriflame Cosmetics SA, Thule Group AB, LE Lundbergföretagen
and Nobia AB.
She holds the following mandates in companies that are
non-quoted: member of the Board of a-connect (group) ag.
Lilian Biner is a graduate of the Stockholm School of Economics.

Corporate governance77

Prof. Dr-Ing. Werner Bauer
Director

Calvin Grieder

Businessman

Engineer

German and Swiss national, born in 1950

Swiss national, born in 1955 in the USA

Non-executive

Non-executive

First elected 2014

First elected in 2014

Prof. Dr-Ing. Werner Bauer started his career as a university
professor in chemical engineering at the Technical University in
Hamburg, Germany. After serving as the Director of the
Fraunhofer Institute for Food Technology & Packaging and asProfessor in Food Processing Technology at the Technical
University of Munich from 1985 to 1990, he joined Nestlé as
Head of the Nestlé Research Centre in Lausanne in 1990. After
heading commercially Nestlé South and East Africa he joined
general management as Executive Vice-President in 2002,
responsible for technical, production, environment and R&D.
In 2007 he became Executive Vice- President and Head of
Innovation, Technology, Research and Development, a postfrom which he retired in September 2013.

In 1980, Calvin Grieder started his career as Marketing Manager
with Georg Fischer Ltd in Switzerland and continued in various
executive positions at Swiss and German companies including
Bürkert Controls Ltd., Mikron Machines Ltd, Swiss Industrial
Company (SIG) Ltd and Swisscom Telecom Ltd, where he served
as Head of the Mobile and Internet business and Memberof the Executive Board. He has been CEO of the international
engineering group Bühler since 2001.

Prof. Bauer holds the following mandates in companies that arequoted on an official stock exchange: member of the Boards of
Lonza Group AG and GEA Group AG.
He holds the following mandates in companies that are
non-quoted: Chairman of the Board of Trustees for the
Bertelsmann Foundation and the Board of Nestlé Deutschland
AG, and a member of the Board of Bertelsmann SE & Co. KGaA.

Director

Calvin Grieder holds the following mandate in companies thatare quoted on an official stock exchange: Member of the Boardof Implenia AG.
He holds the following mandates in companies that are
non-quoted: Chairman of the Board of the Bühler Group,
member in the Advisory Board of Swissmem and member inthe Advisory Board of the ETH, Department of Mechanical andProcess Engineering.
Calvin Grieder holds a Master of Science from the ETH Zurich
and has completed an Advanced Management Program (AMP)
at Harvard University.

Prof. Dr-Ing. Werner Bauer received a Diploma and a PhD in
Chemical Engineering from the University Erlangen- Nürnberg
in Germany.
Givaudan - Annual Report 2015

78 Corporate governanceMichael Carlos

Ingrid Deltenre

Businessman

Businesswoman

French national, born in 1950

Dutch and Swiss national, born in 1960

Non-executive

Non-executive

First elected 2015

First elected 2015

Michael Carlos started his career with Givaudan in 1984 as
General Manager in Hong Kong. He became Head of theEuropean Creative Centre in Argenteuil in 1992 where he was incharge of integrating the creative resources from Givaudan andRoure. In 1999 he was appointed Global Head of Consumer
Products and then President of the Fragrance Division in 2004.

Ingrid Deltenre has held several executive positions in the press
and media including Director of Publisuisse from 1999 to 2004,
and Director of the leading public TV broadcaster in German
speaking Switzerland, Schweizer Fernsehen, from 2004
to 2009. In 2010, she became Director General of the Genevabased European Broadcasting Union (EBU) a position she
still holds.

Director

Michael Carlos holds the following mandates in companies
that are quoted on an official stock exchange: member of theBoard of Deinove SA. He also holds the following mandates:
Chairman of the International Fragrance Association (IFRA)
and Chairman of the Research Institute of Fragrance Materials.
Michael Carlos holds an MBA from the Indian Institute ofManagement and a degree in chemical engineering from theIndian Institute of Technology.

Givaudan - Annual Report 2015

Director

She holds the following mandates in companies that arequoted on an official stock exchange: Member of the Board of
Banque Cantonale Vaudoise.
Ingrid Deltenre holds a Bachelor of Arts in Journalism and
Educational Sciences from the University of Zurich.

Corporate governance

79

Board of Directors and its committees 2015
Board of Directors 1
Dr Jürg Witmer
ChairmanSwiss, born 1948
Member since 1999

André Hoffmann
Vice-Chairman
Swiss, born 1958
Member since 2000

Peter Kappeler
Swiss, born 1947
Member since 2005

Thomas Rufer
Swiss, born 1952
Member since 2009

Prof. Dr-Ing.
Werner Bauer
German and Swiss,born 1950
Member since 2014

Calvin Grieder
Swiss, born 1955
Member since 2014

Michael Carlos
French, born 1950
Member since 2015

Ingrid Deltenre
Dutch and Swiss,born 1960
Member since 2015

Lilian Biner
Swedish, born 1962
Member since 2011

Nomination and
Governance Committee 1

Audit Committee

Compensation Committee

Thomas Rufer (Chairman), entire year
Calvin Grieder, entire year
Lilian Biner, entire year

André Hoffmann (Chairman), entire year
Peter Kappeler, entire year
Dr-Ing. Werner Bauer, entire year

Dr Jürg Witmer (Chairman), entire year
Michael Carlos, since March
Ingrid Deltenre, since March
Lilian Biner, until March– A ssists the Board in its oversight
responsibilities with respect to financial
reporting– Ensures effectiveness and efficiency ofinternal control, risk management andcompliance systems– A ssesses and overviews the internaland external audit processes– Reviews and recommends
the compensation policies
to the Board– Approves the remuneration for the
Executive Committee– Prepares the Compensation Report– A ssists the Board in applying principles
of good corporate governance– Prepares appointments to the Boardand the Executive Committee

1. Dr Nabil Y. Sakkab retired as Board member and as member of the Nomination and Governance Committee on 18 March 2015.

Meetings: attendance 2015
Number of
Board meetings
attendedNumber of
Audit Committee
meetings attended

Board member

Jan – March

March – Dec

Dr Jürg Witmer

2

5

Jan – March

Number ofCompensation Committee
meetings attended

March – Dec

Jan – March

March – Dec

André Hoffmann

2

4

1

3

2

5

1

3

Thomas Rufer

2

5

1

3

2

Lilian Biner

2

5

2

3

2

5

2

3

2

5

2

0

March – Dec

3

Calvin Grieder
Prof. Dr-Ing. Werner Bauer

Jan – March

2

Peter Kappeler

Dr Nabil Y. Sakkab

Number of Nomination and
Governance Committee
meetings attended

Michael Carlos

0

4

2

Ingrid Deltenre

0

3

2

Meetings held in period

02

Meetings held in the year
Average length ofmeetings

05

02

03

01

03

00

02

07

05

04

02

1.5 days

0.5 days

1.5 hours

1.5 hours

Givaudan - Annual Report 2015

80

Corporate governance

3.2 Other activities and vested interests
Please refer to the biographies of the Board members
described in section 3.1 for their other activities and vested
interests.

Except for those described in section 3.1, no Board memberof Givaudan SA holds any material permanent management
or consultancy functions for significant domestic or
foreign interest groups nor any significant official functions
or political posts. The Board of Directors assesses theindependence of its members.
As at 31 December 2015, all members of the Board of
Directors were non-executive. None of the Board members
has important business connections with Givaudan SA or
any of its affiliates. Dr Jürg Witmer, non-executive Chairman,
was the Chief Executive Officer of Givaudan until 27 April
2005 and Michael Carlos was President of the Fragrance
Division of the Company until the end of 2014.
3.3 Rules in the Articles of Incorporation on the numberof permitted activities pursuant to Art. 12 para. 1 point 1 of
the Ordinance against Excessive Compensation (OaEC)
Article 32 of the Articles of Incorporation of the Company
permits the following external mandates for members of theBoard of Directors:– Members of the Board of Directors may not hold morethan four additional mandates in companies that arequoted on an official stock exchange and seven additional
mandates in non-quoted companies– The following mandates are not subject to theselimitations: mandates in companies which are controlled by the
corporation mandates held by order and on behalf of the corporationor any controlled company. No member of the Board of
Directors or of the Executive Committee shall hold morethan ten such mandates
 mandates in associations, foundations, charitableorganisations, trusts, employee welfare foundations
and other comparable structures. No member ofthe Board of Directors or of the Executive Committee
shall hold more than 15 such mandates.
‘Mandates’ mean mandates in the supreme governing bodyof a legal entity which is required to be registered in
the Swiss commercial register or a corresponding foreign
register. Mandates in different legal entities which are underjoint control are deemed one mandate.
3.4 Elections and terms of office
3.4.1 Principles of the election procedure, rules differingfrom the statutory legal provisions with regard to

Givaudan - Annual Report 2015

the appointment of the Chairman, the members of theCompensation Committee and the independent proxy
The Company amended its Articles of Incorporation at theAnnual General Meeting 2014 to align with the newrequirements of the OaEC. There are no differing rules from thestatutory legal provisions with regard to the appointmentof the Chairman, the members of the Compensation Committee
and the independent proxy. All Board members, the Chairman,
the members of the Compensation Committee and the
independent proxy are elected annually and individually for one
year, being the time between one Annual General Meeting andthe next following one.
3.4.2 For each Board member: date of first election
to Board and attendance of meetings
For the dates of first election to the Board and attend­anceof Board and committee meetings, please refer to the table on
page 79.
3.5 Internal organisational structure
3.5.1 Allocation of tasks among the Board members
The Chairman is elected annually at the Annual General
Meeting. He convenes, prepares and chairs the meetings ofthe Board of Directors, prepares and supervises theimplementation of resolutions of the Board of Directors (to theextent not delegated to a committee), supervises the course ofbusiness and the activities of the Executive Committee,
proposes succession candidates for appointment to the Boardof Directors or to the Executive Committee, proposes theglobal remuneration of the Chief Executive Officer and othermembers of the Executive Committee to the Compensation
Committee and coordinates the work of the Committeesof the Board of Directors.
The Chairman receives all invitations and minutes of Committee
meetings and is entitled to attend these meetings. The
Chairman further decides in cases which fall under the tasks
and powers of the Board of Directors, but in which a timely
decision of the Board of Directors cannot be made because ofurgency. In such cases, the Chairman informs the members of
the Board of Directors as quickly as possible and thecorresponding resolution is minuted at the next Board meeting.
If the Chairman is unable to act, the Vice-Chairman exercises
his functions, assuming all his tasks and powers.
3.5.2 For each committee of the Board of Directors:
list of members – tasks – areas of responsibility
The Board of Directors has established three Committees:
an Audit Committee, a Nomination and Governance Committee
and a Compensation Committee. Each committee is led by aCommittee Chairman whose main responsibilities are toorganise, lead and minute the meetings. For the participation of
the Board members in the committees, please refer to thetable on page 79.

Corporate governance

Audit Committee
The primary function of the Audit Committee is to assist theBoard in fulfilling its oversight responsibilities by reviewing
the financial information, the systems of internal controls
and the audit process. It carries out certain preparatory workfor the Board of Directors as a whole. The Audit Committee
currently consists of three members of the Board.
The Audit Committee ensures that the Company’s risk
management systems are efficient and effective. It promotes
effective communication among the Board, management,
the internal audit function and external audit. It reviews andapproves the compensation of the external auditors
for the annual audit. The Chief Financial Officer attends themeetings of the Audit Committee on the invitation of
its chairman.
The Audit Committee met five times in 2015, including
one ordinary meeting by telephone. Each meeting lasted
approximately half a day, except for the meeting bytelephone, which lasted for about one hour. The Headof Internal Audit attended four meetings and the Corporate
Compliance Officer attended three meetings. The Chief
Financial Officer and the external auditors attended all
meetings, apart from certain private sessions.
Compensation Committee
The Compensation Committee reviews and recommends thecompensation policies to the Board of Directors. It approves
the remuneration of the Chief Executive Officer and theother members of the Executive Committee as well as all
performance-related remuneration instruments andpension fund policies. Since the OaEC came into force, theCommittee prepares the Compensation Report to beestablished by the Board.
The Compensation Committee consists of three members of
the Board. The Committee takes advice from external
independent compensation specialists and consults with the
Chairman and the Chief Executive Officer on specific matterswhere appropriate. Since the Annual General Meeting 2014,
the members of the Compensation Committee are elected by
the shareholders from the re-elected Board members.
In 2015, the Compensation Committee met four times.
The average duration of each meeting was approximately
one and a half hours. During these meetings and among
other things, the Committee reviewed short and longterm incentive plan parameters as well as the alignment of
Executive Committee compensation with our principles
and policy. For further information on the workof the Compensation Committee, please see page 94.
Nomination and Governance Committee
The Nomination and Governance Committee assists theBoard in applying the principles of good corporate

81

governance. It prepares appointments to the Board of
Directors and the Executive Committee and advises on the
succession planning process of the Company. It consists ofthree members of the Board.
The Nomination and Governance Committee met twice
during 2015 to prepare changes in the composition of theBoard and senior management succession. Each meeting
lasted for approximately one and a half hours.
More information on the Board of Directors and the rolesof the Committees are described in the following sections ofGivaudan’s website: www.givaudan.com – our company  –management – board of directors and www.givaudan.com –our company – management – committees of the board.
3.5.3 Work methods of the Board and its Committees
Board meetings are held periodically and also when mattersrequire a meeting or on the written request of one of
the members of the Board. Ordinary Board meetings areheld on average once a quarter plus one additional ordinary
Board meeting to approve the Annual Report. The
Chairman, after consultation with the Chief Executive
Officer, determines the agenda for the Board meetings.
Decisions may also be taken by circulation (including telefax
and electronic data transmission) or by telecommunication(including telephone and video-conference), provided
that none of the Board members requests a formal meeting.
Meetings of Board Committees are usually held directly
before or directly following a Board meeting, withadditional meetings scheduled as required. The Board of
Directors receives regular reports from its Committees andthe Chairman, as well as from the Executive Committee.
The minutes of all Committee meetings are circulated to all
Board members.
In preparation for Board meetings, Board members receive
pertinent information for pre-reading via a secure electronic
document sharing system.
In 2015, the Givaudan Board of Directors held sevenmeetings, including one constitutive meeting directly
following the general meeting of shareholders and one
extraordinary meeting by telephone. Regular meetings in
Switzerland usually last for one to one and a half days,
Board meetings at Givaudan locations outside Switzerland
last for two days, including visits to sites and strategic
locations and discussion with the management of thevisited region. Extraordinary meetings are usually shorter.
In July 2015, the Board visited the Company’s savoury
flavours manufacturing facility in Hungary and in October
2015, the Board attended the official opening ceremonyof the new Fragrances creation centre and compounding
hub in Singapore.

Givaudan - Annual Report 2015

82 Corporate governance

Apart from the constitutive meeting directly following thegeneral meeting of shareholders and the extraordinary
meeting by telephone, the Company’s operational andfinancial performance was presented by management andreviewed by the Board during each Board meeting. The Board
was also informed about and discussed various aspects of theCompany’s future strategy, all major investment projects,
management succession planning and compensation andother major business items as well as the findings of Internal
Audit and risk management. Except for the constitutive
meeting and certain closed sessions, the members of the
Executive Committee were present at all regular meetingsapart from the one by telephone, which only the Chief
Financial Officer attended. Selected members of the
management team were invited to address specific projects
at regular Board meetings.
In 2015, the Board conducted one annual self-assessment andhad continuous discussion of its own succession planning.
The attendance of Board members at Board and Committee
meetings in 2015 as well as the average duration of themeetings can be seen in the table on page 79.
3.6 Definition of areas of responsibility
The Board of Directors is responsible for the ultimate direction,
strategic supervision and control of the management of theCompany, as well as other matters which, by law, are under its
responsibility. This includes the establishment of mediumand long-term strategies and of directives defining Company
policies and the giving of the necessary instructions inareas such as acquisitions, major investments and long-term
financial commitments exceeding certain thresholds.
In accordance with Swiss law, the Articles of Incorporation and
the Board Regulations of Givaudan, the duties of the Board of
Directors include the following matters:– the ultimate management of the Company and, in particular,
the establishment of medium- and long-term strategies
and of directives defining Company policies and the giving of
the necessary instructions– the establishment of the organisation– the approval of the annual Group budget– the structuring of the accounting system and of the financial
controlling, as well as the financial planning– the assessment of the Company’s risk management– the decision on investments in, or divestments of, fixed andtangible assets of a global amount exceeding the limit set
by the corporate investment guidelines established by the
Board of Directors

Givaudan - Annual Report 2015

– the appointment and removal of the persons entrusted withthe management and representation of the Company, inparticular the Chief Executive Officer and the other members of
the Executive Committee–the ultimate supervision of the persons entrusted withthe management, in particular with respect to compliancewith the law, the Articles of Incorporation, regulations
and instructions given in any areas relevant to the Company,
such as working conditions, environmental protection,
trade practices, competition rules, insider dealing and ad
hoc publicity– the preparation of the annual business report, as well as
the preparation of the Annual General Meeting ofshareholders and the implementation of its resolutions– the notification of the court in case of insolvency– the decisions regarding the subsequent performance ofcontributions on shares not fully paid in– the ascertainment of share capital increases to the extent
that these fall under the powers of the Board of Directors andresulting confirmations and modifications to the Articles ofIncorporation– the verification of the special professional qualifications of
the auditors.
Except as otherwise provided by Swiss law, the Articles ofIncorporation and the Board Regulations, all other areasof management are fully delegated by the Board of Directors to
the Chief Executive Officer, the Executive Committee andits members.
The Board Regulations can be found at: www.givaudan.com –our company – corporate governance – rules and policies.
3.7 Information and control instruments vis-à-vis
senior management
The Board recognises that in order to be able to carry out its
tasks of ultimate direction of the Company and supervision of
the management, it needs to be fully informed about all
matters that materially impact Givaudan. To ensure this, theBoard has at its disposal an information and control system
which comprises the following instruments:
Management information system
The Board ensures that it has sufficient information for
appropriate decision-making through a management
information system with wide-ranging information rights for
the Board members:– The Chairman of the Board receives invitations and minutesof Executive Committee meetings on a regular basis andCorporate governance

the Chief Executive Officer and the Chief Financial Officer
report regularly to the Chairman of the Board of Directors– The Chief Executive Officer and the Chief Financial Officer
are present and report at all regular Board meetings andanswer all requests for information by the Board members
about any matter concerning Givaudan that is transacted.
Other members of the Executive Committee and selectedsenior managers are regularly invited to address specificprojects at regular Board meetings. All members of the
Executive Committee have a duty to provide information atmeetings of the Board of Directors on request– The Head of Internal Audit and the Corporate Compliance
Officer report to the Board once annually. The Board also
receives annual reports on Environment, Health and Safety,
Sustainability and Risk Management– The Head of Internal Audit is present and reports at eachmeeting of the Audit Committee. The Chief Financial Officer
and the Corporate Compliance Officer are also present
at all meetings of the Audit Committee, as are the external
auditors. The Head of Human Resources, the Head ofCompensation & Benefits and the Chief Executive Officer arepresent at each Compensation Committee meeting, except
when questions of compensation for Executive Committee
members are being deliberated. The Chairman also attends
regularly the meetings of the Compensation Committee– All Board members have access to all Committee meeting
minutes– The Board of Directors receives summarised monthly reports
including performance against key performance indicatorsfrom the Executive Committee. All Board members are
immediately informed on extraordinary events. They also
have direct access to the Givaudan intranet where all internal
information on key events, presentations and organisationalchanges are posted. In addition, the Board members
receive relevant information, including press releases andinformation to investors and financial analysts

83– The Board has regular access to the Chief Executive Officer,
Chief Financial Officer and the other members of the
Executive Committee. Any Board member may request fromthe Chief Executive Officer and other members of the
Executive Committee information concerning the courseof the business.
Risk Management
Givaudan has established an internal risk management
process that is based on the Givaudan Enterprise Risk
Management Charter. It focuses on identifying and managing/
exploiting risks.
The Board of Directors defines the strategic risk management
framework. This process is under the responsibility of the
Executive Committee. The risk management process follows astructured assessment, review and reporting cycle that iscoordinated by the Corporate Compliance Officer to ensure aharmonised Group-wide approach.
For each identified strategic top-level Company risk a memberof the Executive Committee is designated as the risk ownerwith the responsibility to manage the risk on a Group-widebasis. Once a year the Executive Committee reports to theBoard on the risk management process, the strategic risks andthe mitigation actions. Corporate Internal Audit provides
assurance on the effectiveness of the risk management process.
For further information on risk management please refer topages 64 – 66.
Internal Audit
The Corporate Internal Audit function is established as
an independent and objective corporate function reporting
directly to the Audit Committee.
Its role is to evaluate and contribute to the continuous
improvement of the Company’s risk management andcontrol systems. This specifically includes the analysis andevaluation of the effectiveness of business processes
and recommendations for adjustments where necessary.

– In preparation for each Board meeting, the Board members
receive information and reports from the Executive
Committee and other members of senior management via asecure electronic document sharing system and other meansof communication

Corporate Internal Audit uses a risk-based audit approach
aimed at providing assurance on all relevant businessprocesses across Givaudan entities. This approach follows
a business process audit methodology that provides value
to the local entities and to the Group’s management.

– The Board of Directors visits at least one Givaudan country
operation per year, where it meets members of senior local
management. Additionally, Board members are encouraged tovisit country operations when travelling and meet with local
and regional senior management directly to allow Board
members the opportunity of getting first- hand information on
local and regional developments and interacting directly withmanagement across the globe

Givaudan corporate strategy, risk management findings,
past audit results, management input, changes in organisation
and Corporate Internal Audit experience are the elements
taken into account to build the annual internal audit plan.
Effective communication and reporting ensure an efficient
implementation of the audit recommendations. For specificaudits of affiliates, the internal audit function is supported bydedicated staff from EY.

Givaudan - Annual Report 2015

84

Corporate governance

The internal audit activity is reported to the full Board of
Directors once a year.

4. Executive Committee

The Executive Committee, under the leadership of the Chief
Executive Officer, is responsible for all areas of operational
management of the Company that are not specifically reservedto the Board of Directors.
The Chief Executive Officer is appointed by the Board of
Directors upon recommendation of the Nomination
Committee. Subject to the powers attributed to him, he has
the task of achieving the strategic objectives of the Company
and determining the operational priorities. In addition, heleads, supervises and coordinates the other members of the
Executive Committee, including convening, preparing andchairing the meetings of the Executive Committee.
The members of the Executive Committee are appointed
by the Board of Directors on recommendation of the Chief
Executive Officer after evaluation by the Nomination
Com­mittee. The Executive Committee is responsible fordeveloping the Company’s strategic as well as long-termbusiness and financial plans. Key areas of responsibility
also include the management and supervision of all areas of
the business development on an operational basis, andapproving investment decisions.
The tasks and powers of the Executive Committee include theapproval of investments, leasing agreements and divestments
within the corporate investment guidelines. The Executive
Committee approves important business projects, prepares
the business plan of the Company and the budgets of theindividual divisions and functions.
In addition, it plays a key role – together with the Human
Resources organisation – in the periodic review of the talentmanagement programme, including succession planningfor key positions. Alliances and partnerships with outside
institutions, such as universities, think tanks and other business
partners, are also monitored by the Executive Committee.
The members of the Executive Committee are individually
responsible for the business areas assigned to them.
The Executive Committee meets generally on a monthly basis
to discuss general Company business and strategy.
In 2015, the Committee held 14 meetings at Company sitesaround the world, each meeting lasting between one and threedays. These meetings are an opportunity to interact withlocal management and to visit Givaudan locations across theglobe. Each major region is visited at least once a year to ensure
a close interaction with all the different business areas.

Givaudan - Annual Report 2015

4.1 Members of the Executive Committee

Gilles Andrier

Chief Executive Officer
French national
Born in 1961
Appointed in 2005
Gilles Andrier spent the first part of his career with Accenture
in management consulting before joining Givaudan in 1993 as
Fragrance Division Controller and Assistant to the Chief
Executive Officer. He later held various positions including
Head of Fragrance Operations in the USA and Head ofConsumer Products in Europe. In 2001 he was appointed Headof Fine Fragrances, Europe before becoming Global Head ofFine Fragrances in 2003 and then CEO of Givaudan in 2005.
Other mandates held by Gilles Andrier are: Independent
non-executive Director of Albea SA, member of the Board of
the Swiss-American Chamber of Commerce, and Co-Chairmanof the Board of the Natural Resources Stewardship Circle.
Gilles Andrier graduated with two Masters in Engineering fromENSEEIH Toulouse.

Corporate governance85

Mauricio Graber

Maurizio Volpi

Mexican national

Italian national

Born in 1963

Born in 1969

Appointed in 2006

Appointed in 2015

Mauricio Graber began his career with Givaudan in 1995 as
Managing Director for Latin America with Tastemaker. When
Tastemaker was acquired by Givaudan, Mauricio Graberbecame Managing Director for Mexico, Central America andthe Caribbean before becoming Vice-President for Latin
America in 2000. He was appointed President of the Givaudan
Flavour Division in 2006.

Maurizio Volpi began his career in consumer goods with P&G
and Reckitt Benckiser in Italy, working in various marketingroles. In 2000, he joined Givaudan Italy as Account Manager in
Milan before moving to Argenteuil in 2003 as Head ofMarketing Consumer Products Europe. Maurizio Volpi
subsequently took on roles of increasing responsibility at the
global level: Head of Global Marketing Consumer Products,
Head of Global Marketing and Consumer Market Research forboth Consumer Products and Fine Fragrances, and World
Account Manager for Unilever. He was appointed Regional
Head of Western and Eastern Europe (WEE) for the Consumer
Products business in 2012 and in 2015 became President of
the Givaudan Fragrance Division.

President Flavour Division

Other mandates held by Mauricio Graber are: member of theBoard of the International Organization of the Flavor Industry(IOFI) for a three-year period.
Mauricio Graber holds a BSc in Electronic Engineeringfrom Universidad Autónoma Metropolitana and a Masters
in Management from the JL Kellogg Graduate School ofManagement, Northwestern University, USA.

President Fragrance Division

Maurizio Volpi holds a degree in Economics from the Bocconi
University in Milan, Italy.

Givaudan - Annual Report 2015

86 Corporate governanceMatthias Währen

Joe Fabbri

Swiss national

Canadian national

Born in 1953

Born in 1958

Appointed in 2004

Appointed in 2008

Matthias Währen started his career in Corporate Audit in 1983
with Roche, and became Finance Director in 1988 of Roche
Korea and then Head of Finance and Information Technology in1990 at Nippon Roche in Tokyo. In 1996 Matthias Währen was
appointed Vice President Finance and Information Technology
at Roche USA and then Head of Finance and Informatics of theRoche Vitamins Division in 2000. He was involved in the sale ofthis business to DSM in 2003 before joining Givaudan in 2004.

Joe Fabbri spent the first years of his career in various
engineering roles before moving into operations management.
Joe Fabbri joined Givaudan in 1989 as Operations Director
responsible for commissioning the Canadian manufacturing
facility. Moving to the USA in 1996, he was appointed Head ofOperations at East Hanover, New Jersey. He later led various
regional operations projects in Switzerland before becoming
Head of Flavours Operations, EAME in 2001. In 2004 he wasappointed Head of Global Flavours Operations, and then Headof Global Human Resources from 2008 to 2015. In addition to
his Human Resources responsibilities in 2008, he became Headof Global Sustainability and in 2010 he was appointed Head of
Global Environment, Health and Safety (EHS) alongside his
Sustainability role.

Chief Financial Officer

Other mandates held by Matthias Währen are: member of theRegulatory Board SIX Exchange Regulation, and a member ofthe Boards of scienceindustries Switzerland and SwissHoldings,
and Chairman of the Board of the Givaudan Foundation.

Head of Global EHS and Sustainability

Matthias Währen is a graduate of the University of Basel.
Joe Fabbri graduated in mechanical engineering technology,
and is a licensed Professional Engineer of Ontario, Canada.

Givaudan - Annual Report 2015

Corporate governance87

Adrien Gonckel

Simon Halle-Smith

French national

British national

Born 1952

Born in 1966

Appointed in 1982

Appointed in 2015

Adrien Gonckel began his career in 1973 with F. HoffmannLa Roche Ltd. (Basel), in the IT department. He worked forRoche Belgium, Brussels, as Head of IT and with Citrique Belgein charge of systems integration from 1975 to 1978. Adrien
Gonckel rejoined F. Hoffmann-La Roche Ltd., Basel, in 1978,
taking European leadership of its IT coordination, then moving
to the Roche subsidiary Roure-Bertrand-Dupont in Argenteuil,France, as Head of Group IT in 1982 before becoming GivaudanRoure’s Head of Group IT in 1992.

Simon Halle-Smith began his career in 1991 in thepharmaceutical industry with Eli Lilly & Company in the UK,
working in Clinical Trial Project Management, Sales and Human
Resources. In 2004 he joined Quest as HR Director for the UK,
before being appointed European HR Director in 2005.
In 2007, when Quest was acquired by Givaudan, he continued
as European HR director before being appointed Head of
Human Resources for the Fragrance Division in 2009. In 2015
he was appointed Head of Global Human Resources.

Adrien Gonckel holds a Masters in IT at the University of Belfort
and Lyon, France.

Simon Halle-Smith holds a bachelors’ degree in Biology
and Chemistry and a PhD in biochemistry from the Universityof East Anglia in the UK.

Chief Information Officer

Head of Global Human Resources

Givaudan - Annual Report 2015

88 Corporate governance

Willem Mutsaerts

Chris Thoen

Dutch national

American and Belgian national

Born in 1962

Born in 1960

Appointed in 2015

Appointed in 2015

Willem Mutsaerts joined Givaudan in 1989, initially withresponsibility for sales in Benelux, then moving on to become
Regional Account Manager for the APAC region in Singapore
before being appointed Head of Global Purchasing for
Fragrances. In 2001, he took commercial responsibility for
Fragrance consumer products in the EAME region. Willem has
been based in Geneva since 2007 as Head of Global Operations
Fragrances, and was appointed Head of Global Procurementin 2015.

Chris Thoen began his career in enzymology and plant genetics
with Plant Genetic Systems in Ghent before joining Procter &Gamble in Brussels in 1988. At P&G, he took on positions ofincreasing responsibility in the Fabric & Home Care andPersonal Health Care division. In 2009, he became Managing
Director of the Global Connect + Develop Office responsible for
the Open Innovation with external partners at corporate level.
Chris Thoen joined Givaudan as Head of Science andTechnology for Flavours in 2011. He was appointed Head of
Global Science and Technology in 2015.

Head of Global Procurement

Willem Mutsaerts has a degree in international marketing andis the holder of an MBA obtained at Golden Gate University in
Singapore.

Givaudan - Annual Report 2015

Head of Global Science and Technology

Chris Thoen holds a Master’s degree in Chemistry and a PhD in
Biochemistry from the University of Antwerp, Belgium

Corporate governance

4.2 Other activities and vested interests
Please refer to the biographies of the members of the
Executive Committee described in section 4.1 for their otheractivities and vested interests.
Except for those described in section 4.1, no member ofthe Executive Committee of Givaudan SA holds any material
permanent management or consultancy functions for
significant domestic or foreign interest groups nor any
significant official functions or political posts.
4.3 Rules in the Articles of Incorporation on the numberof permitted activities pursuant to Art. 12 para. 1 point 1
OaEC
Article 32 of the Articles of Incorporation of the Company
permits the following external mandates for members of the
Executive Committee:– Members of the Executive Committee may, subject toapproval by the Board of Directors, hold up to two mandates
in quoted or non-quoted companies– The following mandates are not subject to these limitations: mandates in companies which are controlled by the
corporation mandates held by order and on behalf of the corporationor any controlled company. No member of the Board of
Directors or of the Executive Committee shall hold morethan ten such mandates
 mandates in associations, foundations, charitableorganisations, trusts, employee welfare foundations andother comparable structures. No member of the Board of
Directors or of the Executive Committee shall hold morethan 15 such mandates.
‘Mandates’ mean mandates in the supreme governing bodyof a legal entity which is required to be registered in the Swisscommercial register or a corresponding foreign register.
Mandates in different legal entities which are under joint
control are deemed one mandate.
4.4 Key elements of all management contracts between
the issuer and companies (or natural persons) not
belonging to the GroupThe Company has not entered into any management
contracts with third parties that fall within the scope of
Subsection 4.4 of the SIX Directive on Information Relating
to Corporate Governance.

89

5. Compensation, shareholdings and loans

In accordance with the Swiss Code of Obligations and the SIX
Directive on Corporate Governance, Givaudan publishes thedetails of the remuneration of its Board of Directors and its
Executive Committee in the separate ‘Compensation Report’in this Annual Report as well as in the 2015 Financial Report.

6. Shareholders’ participation
6.1 Voting rights and representation restrictions
6.1.1 All voting rights restrictions; indication of any
statutory group clauses and rules on granting exceptions,particularly in the case of institutional voting rights
representatives
At the Annual General Meeting of shareholders on 20 March
2014, the previously existing registration and voting rights
restrictions were removed. Today, the Company no longer has
limitations on voting rights for ordinary shareholders.
For the restrictions on nominee shareholders, see point 2.6.3.
6.1.2 Reasons for granting exceptions in the year
under review
Not applicable as there are no longer any voting rights
restrictions.
6.1.3 Procedure and conditions for abolishing statutory
voting rights restrictions
Any change in the above rules requires a positive voteof the absolute majority of the share votes represented at ashareholders’ meeting, as prescribed by Swiss law.
6.1.4 Statutory rules on participation in the general
meeting of shareholders if they differ from applicablelegal provisions
There are no restrictions of the Swiss legal provisions.
Any shareholder who, on the day determined by the Board of
Directors, is registered as a shareholder with voting rights has
the right to attend and to vote at the shareholders’ meeting.
Each shareholder may be represented at the shareholders’meeting by another shareholder who is authorised by a writtenproxy, by a legal representative or by the independent voting
rights representative (‘independent proxy’) elected by the
Annual General Meeting of shareholders.

Givaudan - Annual Report 2015

90

Corporate governance

6.1.5 Information on any rules which might be laid downin the Articles of Incorporation on the issue of instructions
to the independent proxy, and any rules in the Articles ofIncorporation on the electronic participation in thegeneral meeting of shareholders
Article 10 of the Articles of Incorporation of the Company
states that the Board of Directors establishes the rules
regarding participation and representation of the shareholders
in the shareholders’ meeting, including the rules regarding
proxies and voting instructions (by electronic meansor otherwise).
6.2 Statutory quorums
The Articles of Incorporation of Givaudan SA follow the
majority rules prescribed by Swiss law for decisions of general
meetings of shareholders.
6.3 Convocation of the general meeting of shareholders
Shareholders registered with voting rights are convened togeneral meetings by ordinary mail and by publication in the
Swiss official trade journal (SHAB/FOSC) at least 20 days prior
to the day of the meeting. Shareholders representing at least
10% of the share capital may demand in writing that ashareholder meeting be convened, setting forth the items to
be included on the agenda and proposals.
6.4 Agenda
Shareholders representing shares for a nominal value ofat least CHF 1 million may demand in writing at least 45 days
before the meeting that an item be included in the agenda,
setting forth the item and the proposals.
6.5 Inscriptions into the share register
Shareholders will be registered with a right to vote in theshare register of Givaudan SA until the record date set by the
Board of Directors. The specified date for the ordinary general
meeting is specified in the invitation and is set approximately
two weeks before the meeting. Only shareholders who
hold shares registered in the share register with a right to voteat a certain date, or their representatives, are entitled to vote.
Givaudan SA has not granted any exceptions from this rule.

7. Change of control and defence measures
7.1 Duty to make an offer
The Articles of Incorporation of Givaudan SA do not containany rules on opting out or opting up under Swiss law.
The Swiss legal provisions apply, by which anyone who acquires
more than 33.3% of the voting rights of a listed company isrequired to make a public offer to acquire all listed
securities of the Company that are listed for trading on
the SIX Swiss Exchange.

Givaudan - Annual Report 2015

7.2 Clauses on changes of control
In the event of a change of control, share options, restricted
share units (RSU) and performance shares granted, as the casemay be, by the Company to members of the Board of Directors
and to a total of 347 senior management and employees may
vest immediately. All other defence measures against change ofcontrol situations previously in effect were deleted by the
Board of Directors in 2007.

8. Auditors
8.1 Duration of the mandate and term of office of thelead auditor
At the Annual General Meeting of shareholders on 26 March
2009, Deloitte SA was first appointed as Group and statutory
auditor of Givaudan SA and its affiliates and has held theaudit mandate since that time. At the Annual General Meetingof shareholders on 19 March 2015, Deloitte SA was reappointed
for the business year 2015. Since March 2009, the responsible
principal auditor for the Givaudan audit at Deloitte has been
Thierry Aubertin, Partner.
8.2 Auditing fees
The fees of Deloitte for professional services related to the auditof the Group’s annual accounts for the year 2015 were CHF 3.4
million. This amount includes fees for the audit of Givaudan SA,
its subsidiaries, and of the consolidated financial statements.
8.3 Additional fees
In addition, for the year 2015, Deloitte rendered tax andcompliance related services for a total of CHF 0.1 million.
8.4 Informational instruments pertaining to theexternal audit
The external auditor presents the outcome of the audit directly
to the Audit Committee after the end of each reporting year.
The Audit Committee is also responsible for evaluating theperformance of Deloitte as external auditors pursuant to a setof defined criteria. In addition, the Committee reviews andapproves the compensation and evaluates and approves otherservices provided by the external auditor. During 2015, Deloitte
attended all five meetings of the Board’s Audit Committee.
The scope of the audit is defined in an engagement letter
signed by the Chairman of the Audit Committee and the Chief
Financial Officer.

Corporate governance91

9. Information policy

Givaudan’s Principles of Disclosure and Transparency aredescribed in detail at: www.givaudan.com – our company  –
corporate governance – rules and policies.
Articles of Incorporation: www.givaudan.com – our company  –
corporate governance – rules and policies.
Hard copies of Company publications such as the Annual Report
are available on request.
All Corporate publications such as the Annual Report, the Half
Year Report and the Sustainability GRI Report can also be
downloaded from Givaudan’s website at: www.givaudan.com  –
media – publications.
Quarterly sales information and other media releases can befound at: www.givaudan.com – media – media releases.
All relevant information can also be found at:www.six-swiss-exchange.com – market data – shares –Givaudan - company details.
The complete calendar of events is available at:www.givaudan.com – investors – shareholder information –investor calendar.
For further information please contact:
Peter Wullschleger, Givaudan Media and Investor Relations
Chemin de la Parfumerie 5, 1214 Vernier, Switzerland+41 22 780 9093
+41 22 780 9090
E: group.investors@givaudan.com

Givaudan - Annual Report 2015