3.5.2 For each committee of the Board of Directors: List of members – tasks – areas of responsibility The Board of Directors has four established Committees: an Audit Committee, a Nomination and Governance Committee, a Compensation Committee and an Innovation Committee. Each committee is led by a Committee Chairman whose main responsibilities are to organise, lead and minute the meetings. For the participation of the Board members in the committees, please refer to the table on this page and on page 13. The Board of Directors has not established a dedicated committee for sustainability/ESG matters because it considers sustainability and ESG matters an integral part of the Company‘s strategy and therefore a full Board topic, not a committee topic. Certain aspects of sustainability and ESG matters are reviewed in the various committees as appropriate, including ESG criteria for executive remuneration in the Compensation Committee, but focus projects are reviewed by the full Board. Audit Committee The primary function of the Audit Committee is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, the systems of internal controls and the audit process. It carries out certain preparatory work for the Board of Directors as a whole. The Audit Committee currently consists of three members of the Board. All of them have the requisite financial experience. 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 and approves the compensation of the external auditors for the annual audit. The Audit Committee held four regular meetings in 2021, each lasting approximately three to four hours. Due to the COVID-19 pandemic, all meetings were held by videoconference. The Head of Internal Audit, the Chief Financial Officer, the Corporate Ethics & Compliance Officer and the External Lead Audit Partner attended all meetings, apart from certain private sessions. The Chairman of the Board attended three meetings. Compensation Committee The Compensation Committee reviews and recommends the compensation policies to the Board of Directors. It approves the remuneration of the Chief Executive Officer and the other members of the Executive Committee as well as all performance-related remuneration instruments and pension fund policies. Since the Swiss Ordinance against Excessive Compensation came into force, the Committee prepares the Compensation Report to be established by the Board. The Compensation Committee consists of three members of the Board who are elected annually by the Annual General Meeting of shareholders. The Committee takes advice from external independent compensation specialists and consults with the Chairman and the Chief Board committees ¹ AC AUDIT COMMITTEE Victor Balli (Chairman), Lilian Biner, Olivier Filliol • Assists the Board in its oversight responsibilities with respect to financial reporting • Ensures effectiveness and efficiency of internal control, risk management and compliance systems • As sesses and overviews the internal and external audit processes CC COMPENSATION COMMITTEE Prof. Dr-Ing. Werner Bauer (Chairman), Ingrid Deltenre, Victor Balli • Reviews and recommends the compensation policies to the Board • Approves the remuneration for the Executive Committee • Prepares the Compensation Report 1. All committee members were part of their respective committee(s) for the entire year of 2021. NGC NOMINATION AND GOVERNANCE COMMITTEE Calvin Grieder (Chairman), Ingrid Deltenre, Michael Carlos, Sophie Gasperment • Assists the Board in applying principles of good corporate governance • Prepares appointments to the Board and the Executive Committee IC INNOVATION COMMITTEE Michael Carlos (Chairman), Calvin Grieder, Prof. Dr-Ing. Werner Bauer, Olivier Filliol • Assists the Board in scientific matters relating to the flavours, fragrances and cosmetics Industry • Identifies opportunities, proposes and screens potential innovation partner Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 11 Givaudan — 2021 Governance, Compensation and Financial Report