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Corporate Governance

Our principles-based governance provides the base for our many actions leading to sustainable value creation. We continue to balance the pursuit of top-line and bottom-line growth with capital efficiency. Aiming for business to be a force for good, we use our scale, resources and expertise to create shared value for all our stakeholders.
We are making progress on our path to reduce absolute GHG emissions in our supply chain and to support the transition to a regenerative food system. In 2024, for the first time we submitted our report on non-financial matters to an annual vote by shareholders as required by Swiss Law. This year’s vote will be on our Non-Financial Statement considering requirements of the European CSRD Regulation. In addition, for the first time we issued a voluntary publication, Creating Shared Value at Nestlé, to highlight particularly relevant actions and accomplishments.
Nestlé’s Board of Directors is highly engaged in overseeing the strategic direction of the company and taking decisive action when required. Continuous engagement with our shareholders takes place through our roadshows, investor meetings, analyst calls and Chairman’s Roundtables, where we meet with investors from different geographies across the world.
Over the years, we have continued to strengthen the Board by adding new independent directors with diverse experience and skillsets directly relevant to Nestlé, for example, with respect to consumer goods, marketing, digitalization, food systems, sustainability, geopolitics and financial and operational expertise.
Under our governance, the full Board is in charge of strategy, governance and risk oversight. Our Chair’s and Corporate Governance Committee regularly reviews all aspects of our governance, as well as our asset and liability management. Our Nomination Committee, chaired by our Lead Independent Director, evaluates Board composition, performance, structure and succession planning, and assesses candidates for nomination to the Board. Our Sustainability Committee advises on our environmental and social sustainability strategy and reporting, including our response to climate change and our human rights due diligence program. Our Compensation Committee ensures alignment of our remuneration systems with our values, strategies and performance. Our Audit Committee oversees internal and external audit, financial and non-financial reporting, and internal controls, and reviews reports regarding compliance, fraud and risk management.
We recognize that for our company to be successful over time and to be a force for good, we must also create value for society. Our governance helps us strike the right balance in our pursuit of long-term, sustainable value creation.
Download our Corporate Governance Report 2024 in English (pdf, 2Mb)
Share capital
Share capital distribution by geography
Switzerland | 51.4% |
United States | 29.5% |
Germany | 5.9% |
United Kingdom | 4.2% |
Canada | 1.3% |
Belgium | 1.2% |
Ireland | 0.9% |
Qatar | 0.7% |
France | 0.7% |
Luxembourg | 0.7% |
Others | 3.5% |
Share capital by investor type, long-term evolution (a)
Institutions | 73% |
Private Shareholders | 27% |
(a) Percentage derived from total number of registered shares. Registered shares represent 43.9% of the total share capital. Statistics are rounded, as at 12/31/2024.
Compensation
Our Compensation Committee sets our remuneration principles and prepares the proposals for remuneration. In 2015, we implemented the new Swiss 'say on pay' law both in letter and in spirit. Our proposals were adopted with large majorities of our shareholders. Our Compensation Report explains our compensation system and pay-outs. It is submitted annually to an advisory vote of our shareholders.
Compensation Report 2024 (pdf, 650 Kb)
Compensation Committee Charter - June 2023 (pdf, 80Kb)
Compensation Report 2023 (pdf, 648 Kb)
Compensation Report 2022 (pdf, 648 Kb)
Compensation Report 2021 (pdf, 500 Kb)
Compensation Report 2020 (pdf, 500 Kb)
Compensation Report 2019 (pdf, 300 Kb)
Changes to compensation
In 2021, we introduced Environmental, Social, Governance (ESG) related KPIs for the Short-Term Incentive Plan for 15% of its grant value. In 2023, we added an ESG-related KPI as a fourth performance metric in the Long-Term Incentive Plan for 20% of its grant value and increased the disclosure on the target achievements under our short- and long-term incentive plans. For 2024, the payout range for the short-term bonus has been expanded to a maximum of 150% to align with market practice.