92 Wed Moluptatur Ditia Simos soloriberis quate

Compensation
ReportFair and competitive compensation isessential to attract, motivate and retain
the best talent in the industry.

In this section:

94

Compensation governance95

Compensation principles

96

Compensation of Givaudan executives

100 Compensation of the Executive Committee
101

Compensation of the Board of Directors

102 Share ownership guidelines
102 Ownership of Givaudan securities
104 Report of the statutory auditor

Givaudan - Annual Report 2015

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93

Givaudan - Annual Report 2015

94 Compensation report

Compensation Report
Attract, motivate and retain

Givaudan aims to attract,
motivate and retain the highest
calibre of professional andexecutive talent to sustain its
leadership position within thefragrance and flavour industry.
The Company’s compensation
policies are an essential
component of this strategy,
as well as key drivers oforganisational performance.
Our compensation programmes reflect the performance ofthe business and of individuals, and we have put in place
rigorous governance, processes and policies to ensure that ourcompensation practices are aligned with our principles.
This report on compensation, complementing our businessand financial reports, has been prepared in compliancewith the Ordinance against Excessive Compensation at Listed
Stock Companies (OaEC).

André Hoffmann. The Chief Executive Officer is regularly
invited to Compensation Committee meetings, but does notparticipate in discussions regarding his own compensation.
Our Head of Global Human Resources acts as secretary of
the Committee.
The Compensation Committee supports the Board inestablishing and reviewing compensation policies. It regularly
reviews Company-wide programmes in regard to base salary,pension and benefit plans. The Compensation Committee
also regularly reviews and approves annual incentives
and share- based long-term incentives, while the applicable
performance criteria and targets are set by the Board.
The Compensation Committee is also responsible for reviewing
and approving individual compensation and benefits of each
Executive Committee member as well as recommending
compensation for the Board.
The Compensation Committee meets three to five times a year
and informs the Board of its deliberations, recommendations
and resolutions after each meeting. It utilises independent
external consultants to benchmark the compensation ofsenior management. For further information on the work of theCompensation Committee, please see page 81.
Table I on the next page summarises the Compensation
Committee standing agenda items and approvals.

1. Compensation governance

1.2 Key changes implemented during 2015
No changes in respect of Board of Director or Executive Committee
compensation system were made in the reporting year.

1.1 Overview
The Compensation Committee of the Board of Directors(Board) consists of three members of the Board, the majorityof whom are independent, and is currently chaired by

Overall reported Executive Committee compensation remains
stable despite the expansion of the Executive Committee
from six to nine members in 2015. Details are provided in section
4 of this report: Compensation of the Executive Committee.

Givaudan - Annual Report 2015

Compensation report

95

I. Compensation Committee standing agenda items and approvals
Timing

Agenda items

Proposed a

Approved

Beginning of year

Compensation Report

Compensation Committee

Prior year annual incentive achievement

CEO b ,, then Compensation Committee

Set current year performance targets

CEO b , then Compensation Committee

Long-term incentive award allocation

CEO b

Maximum amounts for shareholder voting on
Executive Committee and Board compensation

Compensation Committee

Long-term incentive achievement against
targets

CEO b

Board of Directors
Board of Directors
Board of Directors
Compensation Committee
Board of Directors(preliminary) c
Compensation Committee

Compensation of the Executive Committee

CEO b

Compensation of the Board of Directors

Compensation Committee

Changes to compensation system (if any)Compensation Committee

Preview of key items for next year–

Mid-year / end ofyear

Compensation Committee
Board of Directors
Board of Directors–a) CEO compensation proposed by Chairman of the Board.
b) Individual concerned does not attend/abstains.
c) Final approval by shareholders.

1.3 Governance rules
The Articles of Incorporation of Givaudan include rules on
the principles applicable to performance-related pay
and to the allocation of equity securities, convertible rights
and options (Arts. 23 - 25), additional amounts forpayments to Executive Committee members appointed
after the vote on pay at the shareholders’ meeting(Art. 27), loans, credit facilities and post-employment
benefits for the Executive Committee and Board (Arts. 30
and 31) and the vote on pay at the shareholders’ meeting(Art. 26).
Full details on these rules are available on the Givaudan’s
website: www.givaudan.com – our company – corporate
governance – rules and policies.

2. Compensation principles

The ability to attract, motivate and retain the right talented
employees globally is key to the future success of Givaudan.
A competitive remuneration policy supports this ambition andis therefore based on the following principles:–P ay for performance: employees are rewarded for theircontribution to business results. This is achieved through thevariable pay plans described below;–E xternal competitiveness: total compensation positioning
should enable Givaudan to attract and retain highly talented
individuals critical to its success;– I nternal consistency and fairness: internal salary scales
reflect job level, function and geographic market;

In line with Givaudan’s Articles of Incorporation, at the2016 Annual General Meeting the Board will submit thefollowing maximum aggregate amounts for shareholder
approval:–A lignment of interests: Givaudan seeks to align management
and shareholders’ interests by rewarding long-term value
creation through share-based programmes.

a) compensation of the Board for the period until the 2017
ordinary shareholders’ meeting;

Givaudan’s total compensation offering in 2015 is composed of
the following elements:b) s hort-term variable compensation of the Executive
Committee for the 2015 fiscal year;–B ase salary: base salaries are regularly benchmarked in eachlocation and pay scales are reviewed annually according tolocal market evolution. As a general rule, pay scales are built
around market median.

c) fixed and long-term variable compensation of the
Executive Committee for the 2016 fiscal year.
The calculation approach to be applied for determining
the amounts to be approved by shareholders is alignedwith the Compensation Report valuation methodologies.
Givaudan will also submit the 2015 Compensation Reportto a consultative vote at the 2016 Annual General Meeting.

–P rofit Sharing Plan: non-management employees participate
in the global Profit Sharing Plan. Pay-outs are based on
yearly evolution of Group EBITDA.
–A nnual Incentive Plan: this plan covers all managers andexecutives globally. It rewards participants for theachievement of financial targets and other organisational

Givaudan - Annual Report 2015

96

Compensation report

3. Compensation of Givaudan executives

and individual objectives. Depending on the achievementof performance criteria, pay-outs can vary between 0% and200% of target pay-out.

The compensation of Givaudan executives, in terms of both
structure and level, is regularly benchmarked against individuals
in similar positions within listed European companies that arecomparable in size and international presence. Comparable
companies included in our compensation surveys may consist of:–P erformance Share Plan (PSP): this plan links executives
and selected manager compensation to the evolution of
the Givaudan share price and long-term business objectives
through the award of performance shares. Dependingon the achievement of performance criteria, participants
may receive between zero and two Givaudan shares
per performance share at the end of the vesting period.

– Fragrance and flavour companies,– European companies in related industries:• consumer products• food and beverage• speciality chemicals  96   

–R estricted Stock Unit (RSU) Plan: this plan links Board
member compensation with share price evolution
by awarding a right to receive Givaudan shares after athree-year vesting period.

– Swiss multinational companies of a size similar to Givaudan(excluding the financial sector).

–B enefits (indirect compensation): benefit plans seek toaddress current and future security needs of employees.
These generally include retirement, health, death anddisability benefits. Benefits-in-kind such as Company
vehicles are offered to certain employees according to local
market practice.

To   the extent that the median size of the peer group ofcompanies differs from Givaudan’s size (taking into accountrevenue, market capitalisation and number of employees),
regression techniques are applied to adjust raw survey
results for strict comparability.

As illustrated in the following table, every Givaudan
employee’s remuneration is linked to Company performancethrough cash-based and/or share-based variable pay plans
and is aligned with Givaudan’s compensation principles.

All benchmarking activity for Executive Committee members
is performed by independent consultants. Benchmarking
for other executives is performed internally by the Compensation
unit, using survey data provided by external consultants.

II. Givaudan compensation

Compensation

Participants (numberof participants)

PayoutLink to compensation
principles

Base salary

All employees (10,000)

Alignment with the business strategy

Cash

Attract and retain highly
talented individuals,
provides internal consistency
and fairness

Nurture a pipeline ofindustry experts and future
leaders to develop skills forsustained successProfit Sharing Plan

Non-management
employees (6,500)

CashContribution to financial andkey qualitative objectives

Allow our people to share inGroup profits

Annual Incentive Plan aManager and executives(3,500)Cash

Contribution to financial
objectives

Achieve annual organic sales
growth and EBITDA targets

Shares b

Alignment of managementwith long-term targets
and shareholders’ interests

Achieve long-term organic
sales growth and free cash flow
targets

Performance Share Plan a Executives and selected(PSP)managers (350)a) The Annual Incentive Plan and PSP plan are described in more detail in the next sections.
b) Unless local laws prevent allocation of Givaudan shares, in which case pay-out is in cash.

Givaudan - Annual Report 2015

Compensation report

Givaudan’s executive compensation targets base pay at themarket median. Executives have the opportunity to be
rewarded with above median pay for sustained outstanding
performance from a number of variable compensation
components. These variable elements reflect achievements
against quantitative targets established by the Board, as wellas the contribution and leadership qualities of individual
executives. Variable compensation, particularly long-term
components, represents a significant portion of an executive’s
total compensation. The weight of variable compensation
increases with executives’ level of responsibility and the impactof their position on Company results.

The chart below illustrates the direct compensation mix attarget for Givaudan executives in 2015.
IV. Direct compensation mix policy guidelines
25%

20%

55%

Executive Committee* 29%

16%

55%

CEO

Divisional Committees 40%

18%

42%

Key Functional Heads

50%

In 2015, Executive Committee compensation was benchmarked
against a peer group of 18 Swiss multinational companiesof a size similar to Givaudan. This peer group consisted of
Swiss Leader Index (SLI) companies, excluding the five largest
companies and financial services institutions.

Other Executives

60%* Excluding CEO

0%

The results confirm that all compensation elements are
positioned around or below the median, except for
performance-based long-term incentive compensation whichappears above median. This is in line with Givaudan policy
and reflects our strong focus on rewarding for outstanding
performance over the long-term.

3.1 Base salary
Base salary adjustments are based primarily on market
evolution, taking into consideration the executive’s
performance and contribution to Company results.

In 2015, EY was engaged to conduct the above Executive
Committee benchmark and provide additional consulting andtax services.
III. Executive compensation benchmark
Below
medianBase■

Short-term incentive■

MedianLong-term incentive

Above
median■Pension■Total compensation■

The total compensation of Givaudan executives consists ofdirect and indirect compensation components.
– Direct compensation consists of base salary, annual incentive
and share-based components;– Indirect compensation includes retirement coverage,
health benefits, death and disability protection as well as
certain benefits-in-kind according to local market practice.

97

Base salary

Annual incentive

18%

32%
17%

23%

100%
Performance shares

Salary adjustments for Executive Committee members are
decided by the Compensation Committee.
3.2 Annual Incentive Plan
The Annual Incentive Plan is designed to reward managers’ andexecutives’ individual performance and contribution to
Givaudan annual objectives.
Performance criteria
Annual targets for Executive Committee members are set
by the Board based on recommendations by the Compensation
Committee. In 2015, the Annual Incentive Plan for Executive
Committee members was based on the following performance
criteria:– Sales Growth targets in local currencies: 50%– EBITDA margin targets: 50%
For the purpose of the Annual Incentive Plan, EBITDA isexpressed as a percentage of sales. Achievements against
these targets are reviewed and approved by the Compensation
Committee.
Annual incentive pay-outs for lower level managers andexecutives are based on a mix of organisational performance
objectives cascaded from Givaudan Group objectives andoverall performance taking into consideration achievement of
personal objectives, day-to-day job responsibilities and theGivaudan core values.

Givaudan - Annual Report 2015

98 Compensation report

Expressed as a percentage of base salary, annual incentives attarget were the following in 2015:

based on the achievement of performance criteria measured
over the performance period. The operation of the new PSP issummarised in the following diagram:–C hief Executive Officer: 80%
VI. Operation of the new PSP–C hief Financial Officer and Division Presidents: 60%

Performance criteria–O ther Executive Committee members: 50%

2015– Division Management Committee members: 35%-50%–O ther executives and managers: 10%-35%
Incentive caps and pay-outs
Based on the performance achievements, incentive pay-outs
may vary between 0% and a cap of 200% of target incentive.
Minimum threshold achievement is required, otherwise noannual incentive is paid.
In 2015, the sales growth was below target and the EBITDA
above target. This resulted in an average of 104% of target
pay-out for the members of the Executive Committee and thesame percentage of target pay-out for the Chief Executive
Officer. The table below summarises historical annual incentive
achievement against target for the past five years.

2016

2017

2018

March
Grant date

March
Vesting date

Receiveperformance
shares

Receive 0–2
Givaudan shares
per performance
share, based on
the achievementof performance
criteria

Performance is measured on the vesting date based on theextent performance criteria have been met over the previous
four years. Measuring performance over an extended four-year
period is consistent with the long-term outlook of thebusiness. The performance criteria that apply to grants are
a combination of:

V. Historical annual incentive achievement
2015

104%
104%

2014

101%
101%

2013

135%
134%

2012

104%
102%

2011

82%
82%
Executive Committee

Target 100%

CEO

3.3 Performance Share Plan
Executives and selected management are eligible to participate
in the Performance Share Plan (PSP). The PSP is designed to
reward executives and key talent who significantly influence
the long-term success of the business.
Within the plan, participants are granted performance sharesannually. The total number of performance shares granted,
and the plan parameters generally, are approved each year by
the Compensation Committee. Givaudan applies a policy to
cap the maximum value of PSP allocations from year to year.
The performance shares vest three years from grant date,

Givaudan - Annual Report 2015

–R
 elative average sales growth as compared to the sales
growth of selected peer group companies; and–C umulative Free Cash Flow (FCF) margin, expressed as apercentage of cumulative sales
The peer group include companies selected from the fragrance
and flavour (F&F) industry that publish sales in local currency.
These companies represent in total approximately 75% of
the F&F market. The peer companies currently included in thegroup are: Firmenich, Hasegawa, IFF, Robertet, Sensient,Symrise, Takasago.
The structure of performance criteria calculation has
specifically been designed to be challenging. In the case of
Cumulative Free Cash Flow (FCF) margin, final achievement iscalculated as the average of the reported Free Cash Flowmargin for each of the four performance years. This means that
the Givaudan’s FCF for each year of the Performance Period
is summed, and this cumulative result is divided by thesum of Givaudan’s sales in each year of the Performance Period.
The assessment over four years ensures that theperformance targets are stringent and reward sustained
company performance.
Share pay-out caps
Based on the extent that performance criteria are met, theactual number of shares vesting at the end of the performance

Compensation report 99

period will vary between 0% and 200% of the performance
shares initially granted. The level of vesting is dependent on the
combination of performance criteria that are satisfied.

Participants do not receive any dividends or have any
voting rights in respect of performance shares during thevesting period.

The performance range for relative sales growth extends
from -2% to +2%. This represents annualised sales growth
versus peer group over the 4-year performance period.

In general, performance shares lapse on cessation of
employment. In specific circumstances such as death, disabilityor retirement, performance shares may vest subject tosatisfaction of the performance criteria.

The performance for FCF margin, measured over the 4-year
performance period, has been increased from the 2014 PSP to arange from 9% to 19%, reflecting our decision to make targets
more challenging.
A pay-out of 200% would require an achievement level above
the maximum threshold for both measures, relative sales
growth and FCF margin.

VIII. Variable compensation overview
AnnualIncentive Plan

Participants

Managers and executives Key talent andexecutives

PurposeTo reward managers andexecutives for theachievement of annualorganisational targets
and overall individual
performance

To link compensation
to shareholder value
creation andachievement ofbusiness objectives

GrantsAnnual grant

Annual grantVesting

End of each year

3 years

Conditions forvesting

Achievement relative
Achievement of annual
EBITDA and sales growth sales growth and FCF/
targets
sales targets over 4
years

Pay-out

Cash

A 0% pay-out would be obtained if the achievement level on
either measure were below the minimum threshold.
Different combinations of relative sales growth and FCF
achievements within the above ranges, lead to pay-outs
between 0% and 200% - ranked according to their long- term
economic value generation for the Company.
A 100% pay-out can be obtained where a target combinationof the performance criteria is met, such as when relative
average sales growth is in line with the peer group andcumulative FCF margin is 14%. High achievement against one
performance criteria can be counterbalanced by low
achievement on the other provided both minimum thresholds
are reached, such that 100% pay-out may occur when relative
average sales growth is above the peer group, or FCF/Sales
is above 14% (and vice versa).

Performance
Share Plan

Shares aa) Unless local laws prevent allocation of Givaudan shares, in which casepay-out is in cash.

3.4 Previous long-term incentive plan arrangements
The PSP, which was introduced for grants in 2013, replaced
all existing LTIP arrangements. Any awards under the previous
LTIP have not been cancelled, but continue to be held inaccordance with the rules of those plans.

Average Sales Growth compared to peer group

VII. Performance Share Plan pay-out matrix
2

200%

1.5

– 100% of award value in stock options, with a vesting period of
two years and expiry after five years,

1
0.5

100%

0

– 1 00% of award value in restricted share units (RSUs), with avesting period of three years,

-0.5
-1

–5
 0% of the award value in stock options and 50% in RSUs.

-1.5
-2

Participants under the previous LTIP had a choice as to how
they received their awards:

0%
9

11

13

15

17

19

All remaining stock options under this plan vested in 2014 andremaining RSUs vested in 2015.

Cumulative FCF / Sales
Darker region represents target achievement region for 100% payout

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100

Compensation report

4. Compensation of the Executive Committee
4.1 Compensation levels in 2015
In 2015, total compensation reported remained stable overall
despite the expansion of the Executive Committee fromsix to nine members during the reporting period. During 2015,
Simon Halle-Smith (Head of Global Human Resources),
Chris Thoen (Head of Global Science and Technology) andWillem Mutsaerts (Head of Global Procurement) joined the
Executive Committee.
The compensation packages for the newly appointed
Executive Committee members has been set in accordancewith our compensation principles, including consideration ofroles and responsibilities and with reference to ourcompensation benchmarks.
Givaudan continuously reviews executive compensation
packages to ensure alignment with our compensation
principles. In 2015, the CEO pension has been adjusted for
closer alignment of fixed compensation (which includes basesalary, pension benefits and other benefits) with market
practice. Additional pension has been awarded in accordancewith our Articles of Incorporation (Art. 31).
In 2016, the compensation of the three new members will
be reported for the full year, which will result in an
increase of the total compensation amount reported for
the Executive Committee.

4.2 Highest total compensation
The Chief Executive Officer, Gilles Andrier, received the highest
total compensation in 2015. For compensation details, pleaserefer to table IX.
4.3 Other compensation, fees and loans to members orformer members of the Executive Committee
No other compensation or fees were accrued for or paid to
any member or former member of the Executive Committee
during the reporting period. No member or former member ofthe Executive Committee or related parties had any loan
outstanding as of 31 December 2015.
4.4 Special compensation of Executive
Committee members who left the Company during
the reporting period
No members of the Executive Committee left the Company in2015. Michael Carlos retired from his role as President Fragrance
Division on 31 December 2014. He did not receive any special
compensation as a result of his retirement.
4.5 Employment contract termination clauses of Executive
Committee members
Employment contracts of Executive Committee members havebeen amended for compliance with the OaEC and our Articles ofIncorporation. Accordingly, contractual entitlements are within
the specified thresholds, in particular the maximum contractual
notice period is six months and any non-compete clausedoes not exceed 12 months. No additional compensation or
benefits are provided in the case of change in control, except for
long-term incentive awards that may vest immediately.

IX. Executive Committee compensation summary

in Swiss francs
Base salary

Gilles Andrier
CEO 2015

Gilles Andrier
CEO 2014

Executive
Executive
Committee members Committee members(excluding CEO) a(excluding CEO) a
2015
2014

Total
2015

Total
2014

1,027,689

1,024,188

2,662,741

2,520,817

3,690,430

3,545,005

Pension benefits b

459,199

129,544

1,119,563

1,157,806

1,578,762

1,287,350

Other benefits c

100,616

110,051

591,992

784,044692,608

894,095

1,587,504

1,263,783

4,374,296

4,462,667

5,961,800

5,726,450

854,544825,496

1,538,172

1,441,345

2,392,716

2,266,841

1,446

1,900

4,396

5,920

5,842

7,820

2,307,671

2,307,360

7,015,576

7,189,248

9,323,247

9,496,608

Total fixed compensation
Annual incentive d
Number of performance shares granted e
Value at grant f
Total variable compensation

3,162,215

3,132,856

8,553,748

8,630,593

11,715,963

11,763,449

Total compensation

4,749,719

4,396,639

12,928,044

13,093,260

17,677,763

17,489,899

382,000

349,000

1,064,000

1,058,000

1,446,000

1,407,000

Employer social security ga) 	Represents full year compensation of five Executive Committee members, and for 2015, partial year compensation of the three new Executive Committee members.
b)	Company contributions to broad-based pension and retirement savings plans and annualised expenses accrued for supplementary executive retirement benefit.
c) 	Represents annual value of health and welfare plans, international assignment benefits and other benefits in kind.
d) 	Annual incentive accrued in reporting period based on 2015 performance.
e) 	2015 Performance shares vest on 31 March 2018, 2014 Performance shares vest on 31 March 2017.
f) 	Value at grant calculated according to IFRS methodology and based on 100% achievement of performance targets.
g)	2015 estimated social security charges based on 2015 compensation; 2014 estimated social security charges based on 2014.

Givaudan - Annual Report 2015

Compensation report

All contractual arrangements of Executive Committee
members are approved by the Compensation Committee of
the Board.

4.6 Compensation voting for Executive Committee
members
The compensation paid is within the amounts approved byshareholders in the respective Annual General Meeting.
The fixed and long term variable compensation approved for2015 was CHF 15,500,000 (2014: CHF 15,500,000).
The annual incentive, short term variable compensation for2015 was CHF 2,392,716 and will be submitted for approval at
the 2016 Annual General Meeting (2014: CHF 2,266,841).

5. Compensation of the Board of Directors

Compensation of Board members consists of Director fees,
Committee fees and restricted share units (RSUs). Fees are paid
at the end of each year in office completed. RSUs give
participants the right to receive Givaudan shares (or a cash
equivalent in countries where securities laws prevent theoffering of Givaudan securities) at the end of a three-year
vesting period.
With the exception of the Chairman and outgoing Board
members, each Board member receives an additional amountof CHF 10,000 to cover out-of-pocket expenses. This amount is
paid for the coming year in office. The equity awards arealso granted for the same period. The compensation paid out
to the Board members for the reporting period is shown intable X on the next page.

101

5.1 Compensation of the Board member withthe highest compensation
The Board member with the highest compensation in 2015
was Dr Jürg Witmer, Chairman of the Board since 28 April 2005.
For compensation details please refer to table X.
5.2 Other compensation, fees and loans to members orformer members of the Board
No additional compensation or fees were paid to any memberof the Board. No Board member or related parties had any loan
outstanding as of 31 December 2015.
5.3 Special compensation of members of the Board who
left the Company during the reporting period
No such compensation was incurred during the reporting
period.
5.4 Compensation voting for members of the Board
The compensation paid to the Board members for the period
between the 2014 and 2015 Annual General Meetings is within
the amount approved by shareholders at the 2014 Annual
General Meeting (CHF 3,000,000). Amounts approved at the2015 Annual General Meeting (CHF 3,300,000) will be paid by
the end of the year in office and validated in the 2016
Compensation Report. Such approved and paid amounts will
differ from those shown in the Board of Directors
compensation summary table which, according to the OaEC,
must include compensation paid in the reporting year.

Givaudan - Annual Report 2015

102 Compensation report

X. Board of Directors compensation summary
2015
in Swiss francs

Jürg
WitmerChairman

André
Hoffmann

Lilian
Biner

Peter
Kappeler

ThomasRufer

WernerBauer

CalvinGrieder

MichaelCarlos e

IngridDeltenre e

Nabil
Sakkabf

Total
2015 a1,175,000

Director fees b

400,000

100,000

100,000

100,000

100,000

100,000

100,000

75,00075,00025,000Committee fees b

40,00040,00031,25025,00055,00025,00025,00018,75018,7506,250

285,000

Total fixed (cash)

440,000

140,000

131,250

125,000

155,000

125,000

125,000

93,75093,75031,2501,460,000

364

91

91

91

91

91

91

91

91

1,092

580,908

145,227

145,227

145,227

145,227

145,227

145,227

145,227

145,227

1,742,724

1,020,908

285,227

276,477

270,227

300,227

270,227

270,227

238,977

238,977

Number of RSUs granted c
Value at grant d
Total compensation

31,2503,202,724a)	Represents total compensation for the Board of Director paid in respect of the reporting year, reported in accordance with the accrual principle.
b)	Represents Director and Committee fees paid in respect of the reporting year, reported in accordance with the accrual principle.
c)	R SUs vest on 31 March 2018.
d)	Economic value at grant according to IFRS methodology, with no discount applied for the vesting period.
e)	Elected at the Annual General Meeting in March 2015.
f)	Retired at the Annual General Meeting in March 2015.

Estimated social security charges based on 2015 compensation amounted to CHF 232,000 (2014: CHF 188,000).
In addition to the above, payments to Board members for out-of-pocket expenses amounted to CHF 80,000.
2014
in Swiss francs

Jürg Witmer
Chairman

André
Hoffmann

Lilian
Biner

Peter
Kappeler

ThomasRufer

WernerBauer

CalvinGrieder

Nabil
SakkabTotal
2014 aDirector fees b

400,000

100,000

100,000

100,000

100,000

100,000

100,000

100,000

1,100,000

Committee fees b

40,00040,00050,00025,00055,00025,00025,00025,000285,000

Total fixed (cash)

440,000

140,000

150,000

125,000

155,000

125,000

125,000

125,000

1,385,000

Number of RSUs granted c
Value at grant d
Total compensation

476

119

119

119

119

119

119

119

1,309

578,054

144,514

144,514

144,514

144,514

144,514

144,514

144,514

1,589,652

1,018,054

284,514294,514

269,514299,514

269,514

269,514

269,5142,974,652a)	Represents total compensation for the Board of Director paid in respect of the year in office, reported in accordance with the accrual principle.
b)	Represents Director and Committee fees to be paid in March 2015 in respect of the prior year in office, in accordance with the accrual principle.
c)	R SUs vest on 31 March 2017.
d)	Economic value at grant according to IFRS methodology, with no discount applied for the vesting period.

6. Share ownership guidelines

Givaudan introduced share ownership guidelines in 2013, underwhich Executive Committee members must holdapproximately one times their annual base salary in Givaudan
shares. This requirement should be met by 2016, or within three
years from the beginning of the calendar year after joining the
Executive Committee. Ownership of Givaudan shares by
Executive Committee members as per 31 December 2015 isshown in table XII.

7. Ownership of Givaudan securities
7.1 Board of Directors
As per 31 December 2015, the Chairman and other Board
members, including persons closely connected to them held
93,901 Givaudan shares in total. For further details, please referto table XI on the next page showing:–T he shares held individually by each Board member as per
31 December 2015–T
 he RSUs that were granted in 2013-2015 and were still
owned by members of the Board as per 31 December 2015

Givaudan - Annual Report 2015

Compensation report

XII. Executive Committee: ownership of Givaudan securities

XI. Board of Directors: ownership of Givaudan securities

SharesRSUs

2015
in numbers

Jürg Witmer, Chairman

2,914

1,340

André Hoffmanna

88,629

335

252

2015
in numbers

Lilian Biner

103

SharesUnvested
performance shares

Gilles Andrier, CEO

1,500

5,346

Matthias Waehren

1,004

3,525

335

Mauricio Graber

550

3,337

Maurizio Volpi

80

1,250

Peter Kappeler

171

335

Thomas Rufer

465

335

Joe Fabbri

350

2,535

Werner Bauer

970

210

Adrien Gonckel

33

2,593

210

Simon Halle-Smith

91

Chris Thoen

58

1,225

91

Willem Mutsaerts
3,575

21,845

4,839

19,070Calvin Grieder
Michael Carlos b

400

Ingrid Deltenre
100

244

Total 2015

Total 2015

93,901

3,526

Total 2014

Total 2014

92,134

3,568

Nabil Sakkab

690
1,344

a) 	T he following Givaudan derivatives were also held by Mr Hoffmann as per
31 December 2015: 30,000 call warrants UBS –Givaudan 15 August 2016 (ISINvalue no. CH 022 483 99 82). No other member of the Board held any share options
or option rights.
b) 	Mr Carlos also held 3,600 unvested performance shares as per 31 December 2015
granted to him during his tenure as an Executive Committee member.

The Company is not aware of any other ownership of shares,
share options/option rights, RSUs or performance shares as per
31 December 2015 by persons closely connected to members of
the Board.

No member of the Executive Committee held any share options
or option rights as at 31 December 2015 (31 December 2014: nomember of the Executive Committee held any share options or
option rights).

7.2 Executive Committee
The Chief Executive Officer and other members of the
Executive Committee, including persons closely connected tothem, held 3,575 Givaudan shares. For further details, pleaserefer to table XII above showing:

One person closely connected to a member of the Executive
Committee owned 258 unvested performance shares as per
31 December 2015.

– The shares held individually by each member of the Executive
Committee as per 31 December 2015

The Company is not aware of any other ownership of shares,
share options/option rights, RSUs or performance shares as per
31 December 2015 by persons closely connected to members of
the Executive Committee.

– The unvested performance shares that were granted in
2013- 2015 and were still owned by members of the Executive
Committee as per 31 December 2015

Givaudan - Annual Report 2015

104 Compensation report

Report of the statutory auditor
On the Compensation Report
Deloitte SA
Rue du Pré-de-la-Bichette, 1
CH-1202, Genève
Tél: +41 (0)58 279 8000
Fax: +41 (0)58 279 8800
www.deloitte.ch

Report of the statutory auditor
To the General Meeting ofGivaudan SA, Vernier
Report of the statutory auditor in relation to sections 4 and 5 of the compensation report in accordance with the Ordinance against
Excessive compensation in Stock Exchange Listed Companies (Ordinance)
We have audited sections 4 and 5 of the compensation report of Givaudan SA for the year ended December 31, 2015, presented on pages 100
to 102.
Responsibility of the Board of Directors
The Board of Directors is responsible for the preparation and overall fair presentation of the compensation report in accordance with Swisslaw and the Ordinance against Excessive compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also
responsible for designing the remuneration system and defining individual remuneration packages.
Auditor’s Responsibility
Our responsibility is to express an opinion on the compensation report. We conducted our audit in accordance with Swiss Auditing Standards.
Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether the compensation report complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the compensation report with regard tocompensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatements in the compensation report, whether due to fraud or error. This audit
also includes evaluating the reasonableness of the methods applied to value components of remuneration, as well as assessing the overall
presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
OpinionIn our opinion, sections 4 and 5 of the compensation report of Givaudan SA for the year ended December 31, 2015 comply with Swiss law andarticles 14 – 16 of the Ordinance.
Deloitte SA

Thierry Aubertin			
Licensed Audit Expert			
Auditor in Charge
Geneva, January 29, 2016

Givaudan - Annual Report 2015Joëlle Herbette
Licensed Audit Expert

105

Givaudan - Annual Report 2015