2,446 shareholders attended the Nestlé S.A. Annual General Meeting today in Lausanne. They represented 52.7 percent of the capital and 73.5 percent of the shares entitled to vote. The annual report and the accounts were approved and the shareholders agreed to the discharge of the Board of Directors and the Management. The shareholders further approved the proposed dividend of CHF 2.20 per share.
All proposals of the Board of Directors were approved with strong majorities.
In line with legal requirements for listed Swiss companies, the shareholders elected each member of the Board of Directors individually, for a term of office until the end of the next Annual General Meeting. Titia de Lange and Rolf Hänggi were not standing for re-election. The Board thanked them for their highly appreciated services provided to Nestlé. Shareholders elected Ruth Khasaya Oniang’o, Patrick Aebischer and Renato Fassbind as new members of the Board of Directors.
The shareholders elected Peter Brabeck-Letmathe as Chairman of the Board of Directors and elected each member of the Compensation Committee individually.
In line with the new Swiss corporate law, the shareholders approved prospectively the total compensation of the Board of Directors and the Executive Board in binding votes. They also accepted the Nestlé Compensation Report 2014 in a separate advisory vote.
Furthermore, the shareholders approved the cancellation of 36,400,000 shares repurchased under Nestlé’s ongoing share buy-back programme, and the reduction of the share capital to CHF 318,840,000.
In his address to the meeting, Nestlé Chairman Peter Brabeck-Letmathe highlighted the legal insecurity resulting from various Swiss political decisions. In particular, he mentioned the new Swiss company law proposal which includes yet again a new compensation regulation, a quota of women for executive boards and a special procedural law for the economy. He concluded: “Given the challenges that the country is currently facing, it is all the more unsettling that this is all happening in an area in which Switzerland is doing rather well. It is high time it was ensured that all new legislation is in fact necessary, meaning there should be checks as to whether there is an urgent need for regulation and that it is proportionate, or in other words: whether it stands up to a detailed cost-benefit analysis. […] What we need is a political and legal environment in Switzerland that guarantees our company a stable framework. In the past, this was always one of the major assets of this country and we should do everything we can to preserve it.”
Turning to the impact of the Swiss National Bank’s decision to end its capping of the Swiss franc against the euro on Switzerland’s competitiveness, Mr Brabeck-Letmathe stressed that he was “in full agreement with the Swiss National Bank: a minimum rate set by a central bank and not by the market is not consistent with a leading global economy, and the economic reality clearly showed that it was unsustainable.” He added: “The operational consequences for Nestlé as a group are certainly less disruptive than for other Swiss companies. Approximately 90% of our global production is sold locally. […] In contrast, the effects of adjusting the exchange rate have an immediate and significant impact on exports of products made in our Swiss factories, as well as on local structural costs. These include the regional structures and global headquarters of our subsidiaries established in Switzerland, as well as the Headquarters of the Group. Measures to increase productivity and thus ensure competitiveness are all the more necessary.”
After reviewing the Group’s 2014 results, Nestlé CEO Paul Bulcke underlined the company’s ambition to be the recognised leader in nutrition, health and wellness: “In 2014, we continued to take decisive steps in furthering our ambition to enhance the quality of people’s lives through nutrition, health and wellness with science-based innovation and renovation.”
Furthermore, he underlined Nestlé’s drive to ensure the company is organized efficiently and effectively: “An optimised organisation enables us to free up resources to support our growth, today and tomorrow. And this is exactly why we have set up Nestlé Business Excellence in 2014. [It will] bring speed and agility to all our support functions and allow our markets to concentrate on their commercial activities.”
He concluded: “We have the strategies, we have the structures and above all, we have the people. Their commitment, their perseverance and their disciplined alignment behind our strategy ensure that we achieve our common goal: to continue to make Nestlé the world’s leading nutrition, health and wellness company.”
For the year to come, the Board and its different Committees will be composed as follows:
Board of Directors
Peter Brabeck-Letmathe, Paul Bulcke, Andreas Koopmann, Beat Hess, Daniel Borel, Steven G. Hoch, Naïna Lal Kidwai, Jean-Pierre Roth, Ann M. Veneman, Henri de Castries, Eva Cheng, Ruth Khasaya Oniang’o, Patrick Aebischer, Renato Fassbind
Chairman's and Corporate Governance Committee
Peter Brabeck-Letmathe, Paul Bulcke, Andreas Koopmann, Beat Hess, Renato Fassbind
Compensation Committee
Beat Hess, Daniel Borel, Andreas Koopmann, Jean-Pierre Roth
Nomination Committee
Andreas Koopmann, Peter Brabeck-Letmathe, Steven G. Hoch, Ann M. Veneman
Audit Committee
Renato Fassbind, Naïna Lal Kidwai, Henri de Castries, Eva Cheng
The Chairman's and the CEO’s addresses to the AGM can be found on the Nestlé corporate website.
For more information about Nestlé in Society, see our new Creating Shared Value report.
Contacts:
Media: Robin Tickle Tel.: +41 21 924 22 00
Investors: Steffen Kindler Tel.: +41 21 924 35 09
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