2023年治理、薪酬和财务报告

Givaudan at a glance Our size and operational footprint give us unique exposure to a variety of markets.We continue to invest with additional talent and new facilities to service the wide diversity of our customers. Table of contents Financial Report Appendix Governance Report Compensation Report Governance Report 5Ensuring proper checks and balances6Group structure and shareholders7Capital structure9Board of Directors21Executive Committee25Compensation, shareholdings and loans26Shareholders' participation27Change of control and defence measures28Auditors29Information policy30Quiet periods Ensuring proper checks and balances We take pride in our transparentgovernance, which ensures we manageand supervise our operations in aresponsible way. Our structures andprocesses for the direction and control ofour Company support a continued focuson value creation for all our stakeholders. The internal corporate governanceframework is based on Givaudan SA'sArticles of Incorporation. The ‘BoardRegulations of Givaudan SA’, theCompany's organisational regulation,further clarify the duties, powers andregulations of the governing bodiesof the Company. This Governance report is aligned withinternational standards and has beenprepared in accordance with the ‘SwissCode of Obligations’, the ‘Directive onInformation Relating to CorporateGovernance’ issued by the SIX ExchangeRegulation and the ‘Swiss Code of BestPractice for Corporate Governance’ issuedby economiesuisse. Except where otherwise provided by law,the Articles of Incorporation andGivaudan's Board Regulations, all areasof management are fully delegated by theBoard of Directors, with the power tosub-delegate, to the Chief ExecutiveOfficer, the Executive Committee and itsmembers. The Board Regulations ofGivaudan also specify the duties and thefunctioning of the Board's four committees. DOWNLOAD Our solid governanceis an important foundationfor Givaudan's businessand enables us to deliveron our purpose, strategyand performance.Calvin Grieder, Chairman www.givaudan.com › Our company › Responsiblebusiness › Position statements, policies, rules, reports ›under ‘Rules’:Articles of Incorporation, Board Regulations ofGivaudanandother documentationregarding Givaudan'sprinciples of corporate governance Group structure and shareholders 1.2Significant shareholders 1.3Cross-shareholdings 1.1Group structure (HR), Legal, Ethics & Compliance,Enterprise Risk Management, EnvironmentHealth & Safety (EHS) andCommunications as well as GivaudanBusiness Solutions (GBS) and InternalAudit. GBS provides internal end-to-endprocesses and services in the areas ofFinance, Controlling, HR, Procurement,Supply Chain, EHS, Enterprise DataManagement, IT, Engineering Sustainabilityand Continuous Improvement services. 1.1.1Description of the issuer'soperational Group structureGivaudan SA, the parent company of the To the knowledge of the Company, thefollowing shareholders were the onlybeneficial shareholders holding more than3% of the share capital of Givaudan SAas at 31 December 2023 (or as at thedate of their last notification underarticle 20 of the Stock Exchange Act): The Company does not have any cross-shareholdings with any other company. Givaudan Group, with its registeredcorporate headquarters at 5 Chemin dela Parfumerie, 1214 Vernier, Switzerland(‘the Company’), is a ‘société anonyme’,pursuant to art. 620 et seq. of the SwissCode of Obligations. It is listed on the SIXSwiss Exchange under security number1064593, ISIN CH0010645932. 1.1.2Listed companies within thescope of consolidation The Company is a global leader in itsindustry. Givaudan operates around theworld and has two principal businesses:Taste & Wellbeing and Fragrance &Beauty, providing customers withcompounds, ingredients and integratedsolutions. Taste & Wellbeing consists offour business units: Dairy, Sweet goods,Beverages and Savoury. Fragrance &Beauty also has four business units:Consumer products; Fine fragrances;Fragrance ingredients and Active Beauty. The Company does not have any publiclylisted subsidiaries. 1.1.3Unlisted companies within thescope of consolidation The list of principal consolidatedcompanies, their domiciles and theshareholding is presented on page 108, innote 32 to the 2023 consolidatedfinancial statements. Note 1 to theconsolidated financial statements as wellas note 3 to the statutory financialstatements on pages 119–120 offer moredetails regarding the structure of theGroup. All unlisted subsidiaries arewholly-owned, unless otherwise indicatedin notes 3 and 4 to the statutory financialstatements mentioned above. READ THE NOTIFICATIONS www.ser-ag.com › en › Resources › Notifications marketparticipants ›Significant shareholders The Company has not entered into anyshareholder agreements with any of itssignificant shareholders. Both divisions have a sales and marketingpresence in all major countries andmarkets as well as science and technologyorganisations. They share resources and