2.2 Executives and employees The ability to attract, motivate and retain the right talented employees globally is key to the continued success of Givaudan. Our competitive remuneration policy supports this ambition and is based on the following principles: – Pay for performance: through our variable pay plans, employees participate in the Company’s overall success and are rewarded for their contribution to business results. – Alignment of interests: Givaudan seeks to align management and shareholders’ interests by rewarding long-term value creation through share-based programmes. – External competitiveness: overall compensation positioning should enable Givaudan to attract and retain highly talented individuals critical to its success. – Internal consistency and fairness: internal pay scales reflect job level, function and geographic market. Givaudan’s total compensation in 2021 is composed of the following elements: – Base salary: base salaries are regularly benchmarked in each location and pay scales are reviewed annually according to local market evolution. As a general rule, pay scales are built around market median. – Profit Sharing Plan: non-management employees participate in the global Profit Sharing Plan. Payouts are based on yearly evolution of Group EBITDA. – Annual Incentive Plan: this plan covers all managers and executives globally. It rewards participants for the achievement of financial targets and other organisational and individual objectives. Depending on the achievement of performance criteria, payouts can vary between 0% and 200% of target payout. – Performance Share Plan: this plan links executives and selected manager compensation to the evolution of the Givaudan share price and long-term business objectives through the award of performance shares. Depending on the achievement of performance criteria, participants may receive between zero and two Givaudan shares per performance share at the end of the three-year vesting period. – Benefits (indirect compensation): benefit plans seek to address current and future security needs of employees. These generally include retirement, health, death and disability benefits. Benefits-in-kind such as Company vehicles are offered to certain employees according to local market practice. As illustrated in table II, every Givaudan employee’s remuneration is linked to Company performance through cash-based and/or share-based variable pay plans and is aligned with Givaudan’s compensation principles. II. Givaudan compensation Compensation Base salary Profit Sharing Plan Annual Incentive Plan ¹ Performance Share Plan ¹ Benefits Participants (number of participants) All employees (17,000) Non-management employees (12,000) Managers and executives (5,000) Executives and selected managers (500) All employees (17,000) Payout Cash Cash Cash Givaudan shares ² Insurances, pension, fringe benefits Link to compensation principles Attract and retain highly talented individuals. Provides internal consistency and fairness Contribution to Group financial objectives Contribution to Group financial objectives Alignment of management with long-term targets and shareholders' interests Protection against risk, attract and retain Alignment with the 2025 strategy Nurture a pipeline of industry experts and future leaders to develop skills for sustained success Reward our people to share in Group profit Achieve annual organic sales growth and EBITDA target and individual performance objectives Achieve long-term organic sales growth and free cash flow targets, as well as people and nature ambitions linked to the Givaudan purpose Same as base salary 1. The Annual Incentive Plan and Perforamnce Share Plan are described in more detail in the next sections. 2. Unless local laws prevent allocation of Givaudan shares, in which case payout is in cash. Reflecting business and individual performance Governance Report Compensation Report Consolidated Financial Report Statutory Financial Report Appendix 25 Givaudan — 2021 Governance, Compensation and Financial Report
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