Executive Officer on specific matters where 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 2021, the Compensation Committee met four times. The average duration of each meeting was approximately 1.5 to 2 hours. Due to the COVID-19 pandemic, all meetings were held by videoconference. During these meetings the Committee reviewed, among other things, the short-term and long-term incentive plan parameters as well as the alignment of Executive Committee and Board of Directors compensation with the Company’s principles and policy. The Committee also reviewed the design of the long-term incentive plan to ensure alignment with the Givaudan 2025 strategy. The Chairman, the Chief Executive Officer, the Head of Global Human Resources and/or the Head of Compensation and Benefits attended relevant sections of the meetings. READ MORE on the role of this committee in establishing and reviewing compensation policies ▸ page 23 ▸ Compensation committee Nomination and Governance Committee The Nomination and Governance Committee assists the Board in applying the principles of good corporate 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 of four members of the Board. The Nomination and Governance Committee met three times during 2021, to review the independence of Board members and to review the succession plans of critical leadership positions as well as the evolution of the board succession. Due to the COVID-19 pandemic, all meetings were held by videoconference. Each meeting lasted between one and one and a half hours. The CEO and the Head of Global Human Resources attended relevant sections of the meetings. Innovation Committee The Innovation Committee advises the Board on scientific matters relevant to the flavour, natural ingredients and fragrance and cosmetics industry, or other additional fields the Board may request. It acts as a sounding board to the Board of Directors and research management, reviewing activities in different fields of research, looking at new opportunities and possible partnerships and reviewing projects on a detailed basis as required. It also serves as a platform for Board dialogue with the relevant members of the Executive Committee and the divisional Heads of Science and Technology. The Innovation Committee consists of four members of the Board. The Innovation Committee met twice during 2021. Due to the COVID-19 pandemic, all meetings were held by videoconference. On average each meeting lasted approximately four to six hours. The CEO, the Division Heads and the divisional Heads of Science and Technology were present. External speakers also attended the meetings. The Committee reviewed key areas of the innovation programme, which included naturals, nutrition, cultured meats, biotechnology delivery systems and external innovation collaborations. 3.5.3 Work methods of the Board and its Committees Board meetings are held periodically and also when matters require a meeting, or on the written request of one of the members of the Board. Ordinary Board meetings are held 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, sets the agenda for each Board meeting. Decisions may also be taken by circulation (in writing, including by PDF sent by e-mail) or by telecommunication (including telephone and videoconference), provided that none of the Board members requests a formal meeting. Meetings of Board Committees are usually held in connection with Board meetings, with additional meetings scheduled as required. The Board of Directors receives regular reports from its Committees and the Chairman, as well as from the Executive Committee. Minutes of Committee meetings are prepared by the secretary of the respective Committee and circulated to all Board members. In preparation for Board and committee meetings, the Board members involved receive pertinent information for pre-reading via a secure electronic document sharing system. In 2021 the Givaudan Board of Directors held six regular meetings including one constitutive meeting directly following the general meeting of shareholders. In addition, the Board held two extraordinary meetings. Due to the COVID-19 pandemic, five of the six regular meetings as well as the two extraordinary meetings were held by videoconference and one was held in person at the Company’s sites in Paris, France. To ensure the efficiency of the video meetings the Chairman held a number of one-on-one calls/meetings with individual Board members throughout the year. No meetings were held at Givaudan locations outside Switzerland. The ordinary meetings Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 12 Givaudan — 2021 Governance, Compensation and Financial Report