3.6 Definition of areas of responsibility The Board of Directors is responsible for the ultimate direction, strategic supervision and control of the management of the Company, as well as other matters which, by law, are under its responsibility. This includes the establishment of medium- and long-term strategies and of directives defining Company policies and the giving of the necessary instructions in areas such as acquisitions, major investments and long-term financial commitments exceeding certain thresholds. In accordance with Swiss law, the Articles of Incorporation and the Board Regulations of Givaudan, the duties of the Board of Directors include the following matters: – the ultimate management of the Company and, in particular, the establishment of medium- and long-term strategies and of directives defining Company policies and the giving of the necessary instructions – the establishment of the organisation – the approval of the annual Group budget – the structuring of the accounting system and of the financial controlling, as well as the financial planning – the assessment of the Company’s risk management – the decision on investments in, or divestments of, fixed and tangible assets of a global amount exceeding the limit set by the corporate investment guidelines established by the Board of Directors – the appointment and removal of the persons entrusted with the management and representation of the Company, in particular the Chief Executive Officer and the other members of the Executive Committee – the ultimate supervision of the persons entrusted with the management, in particular with respect to compliance with the law, the Articles of Incorporation, regulations and instructions given in any areas relevant to the Company, such as working conditions, environmental protection, trade practices, competition rules, insider dealing and ad hoc publicity – the preparation of the annual business report, as well as the preparation of the Annual General Meeting of shareholders and the implementation of its resolutions – the notification of the court in case of insolvency – the decisions regarding the subsequent performance of contributions on shares not fully paid in – the ascertainment of share capital increases to the extent that these fall under the powers of the Board of Directors and resulting confirmations and modifications to the Articles of Incorporation – the verification of the special professional qualifications of the auditors. Except as otherwise provided by Swiss law, the Articles of Incorporation and the Board Regulations, all other areas of management are fully delegated by the Board of Directors to the Chief Executive Officer, the Executive Committee and its members. DOWNLOAD www.givaudan.com ▸ Our company ▸ Corporate governance ▸ Rules and policies ▸ Board regulations of Givaudan 3.7 Information and control instruments vis-à-vis senior management The Board recognises that in order to be able to carry out its tasks of ultimate direction of the Company and supervision of the management, it needs to be fully informed about all matters that materially impact Givaudan. To ensure this, the Board has at its disposal an information and control system which comprises the following instruments: Management information system The Board ensures that it has sufficient information for appropriate decision-making through a management information system with wide-ranging information rights for the Board members: – the Chairman of the Board receives invitations and minutes of Executive Committee meetings on a regular basis and the Chief Executive Officer and the Chief Financial Officer report regularly to the Chairman of the Board of Directors Corporate governance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 14 Givaudan — 2021 Governance, Compensation and Financial Report