AI Content Chat (Beta) logo

in person lasted for around one day each, the ordinary meetings by videoconference for four to six hours each and the two extraordinary meetings around one hour each. Apart from the constitutive meeting directly following the general meeting of shareholders and the extraordinary meetings by telephone, the Company’s operational and financial performance was presented by management and reviewed by the Board during each Board meeting. The Board was also informed about, and discussed all major business development and investment projects, management succession planning and compensation and other major business items as well as the findings of Internal Audit and risk management. The Chief Executive Officer, the Chief Financial Officer and the presidents of the two divisions were present at all ordinary meetings, except for the constitutive meeting and certain closed sessions. The other members of the Executive Committee attended five ordinary meetings. Selected senior managers were invited to address specific projects at ordinary Board meetings. The Head of Internal Audit and the Corporate Ethics & Compliance Officer each reported once to the Board of Directors. The CEO and the CFO attended both extraordinary meetings, as did the Head of Corporate Finance & Business Development. The presidents of the two divisions and the Global Head of Procurement and Sustainability attended one extraordinary meeting each. To ensure that the Board always remains able to exercise effective oversight and leadership of the Company, the Board conducts an annual self-assessment. The assessment starts with a confidential survey of all Board members organised by the Board Secretary. The results of the survey are summarised by the Chairman and discussed by the full Board. Any findings are addressed to ensure the continued effectiveness of the Board. In 2021 the Board conducted one annual self-assessment. The Board also held continuous discussions of succession planning for itself and for the Executive Committee. Succession plans are prepared by the Chairman with the support of the Nomination and Governance Committee and discussed in the Committee and with the full Board in closed sessions. Professional executive search specialists support searches of new Board members on the basis of specific selection criteria based on the evolving competency needs of the Company and in line with diversity considerations. The attendance of Board members at Board and Committee meetings in 2021 as well as the average duration of the meetings can be seen in the table below. Meetings: attendance 2021 Number of Board meetings / calls attended Number of Audit Committee meetings/calls attended Number of Compensation Committee meetings/calls attended Number of Nomination and Governance Committee meetings/calls attended Number of Innovation Committee meetings/calls attended Board member ordinary extraordinary Calvin Grieder 6 2 3 4 3 2 Victor Balli 6 1 4 4 Prof. Dr-Ing. Werner Bauer 6 2 4 2 Lilian Biner 6 2 4 Michael Carlos 6 2 3 2 Ingrid Deltenre 6 2 4 3 Olivier Filliol 6 2 4 2 Sophie Gasperment 6 2 3 Thomas Rufer (Board member until 25/03/2021) 2 1 1 Meetings held in the year 6 2 4 4 3 2 Average length of meetings 6–8 hours (ordinary) 3 to 4 hours 1.5 to 2 hours 1 to 1.5 hour 4 hours Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 13 Givaudan — 2021 Governance, Compensation and Financial Report

GCF Report - Page 13 GCF Report Page 12 Page 14