Corporate Governance Investor Relations Corporate Governance Lonza is fully committed to good corporate governance. The Lonza principles and rules are laid down in the company's Articles of Association and the Regulations Governing Internal Organization and Board Committees. Articles of Association English Articles of Association German Organizational Regulations Auditors The independent auditor, KPMG Ltd, Räffelstrasse 28, 8045 Zurich, Switzerland, has held the mandate as the external statutory auditor of Lonza Group Ltd and the Group since 1999. The external statutory auditor is elected at the Annual General Meeting for a term of one year. The criteria for selection of external auditors include independence, quality, reputation and cost of services. Michael Blume from KPMG Ltd has been the auditor in charge since April 2014. Lonza’s Audit and Compliance Committee, together with KPMG ensure that the auditor in charge is rotated at least every seven years. A new auditor in charge has been nominated for the financial year 2021. The Board of Directors proposes that KPMG Ltd be re-elected as auditor for the 2021 business year. Head of Lonza Audit Services: Kerstin Meinecke | Basel, Switzerland Capital structure Please refer to Capital Structure section, page 220 of the Corporate Governance Report for more details on: Share capital Authorized and conditional capital Changes in capital Shares and participation certificates Profit-sharing certificates Limitations on transfer-ability and nominee registrations Convertible bonds Options Changes of control & defense measures Duty to make an offer According to the Swiss Federal Act on Financial Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA), an investor who acquires more than 33⅓% of all voting rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is required to submit a takeover offer for all shares outstanding. No special opting-out or opting-up dispositions are contained in the Lonza Articles of Association. Clauses on changes of control The employment agreements of the Executive Committee members contain certain clauses on change of control, which are outlined in the Compensation of the Executive Committee section of the Remuneration Report. In addition, Lonza’s Long-Term Incentive (LTIP) provides that unvested awards / blocked shares unconditionally vest upon change of control (see Compensation of the Executive Committee section of the Remuneration Report, page 206). Compensation, shareholdings & loans Details of Board and Executive Committee compensation are contained in the Remuneration Report, respectively on page 212 and 206. Group structure & shareholders Please refer to Group Structure and Shareholders section, page 218 of the Corporate Governance Report for more details on: Operational Group structure Principal shareholders Cross-shareholdings Shareholder's participation rights Please refer to Shareholder’s Participation Rights section, page 238 of the Corporate Governance Report for more details on: Voting-rights restrictions and representation Statutory quora Convocation of Shareholder’s Meetings Agenda Entry in the share register Policies Our Offering Pharma & Biotech Capsules & Health Ingredients About Us Company News and Media Investor Relations Sustainability Events Careers Overview Life at Lonza Career Stories Apply Utilities Contact Legal Disclaimer Privacy Policy Sitemap © 2021 Lonza. All rights reserved. WE VALUE YOUR PRIVACY This site uses cookies and related technologies, as described in our privacy policy, for purposes that may include site operation, analytics, enhanced user experience, or advertising. You may choose to consent to our use of these technologies, or manage your own preferences. MANAGE CHOICES AGREE & PROCEED REJECT ALL Privacy Policy Powered by: Edit Preferences