Corporate Governance

Our Board of Directors is highly engaged in our long‑term, sustainable value creation based on strong principles of governance and an appropriate tone from the top. It ensures the long‑term health of our company so it can continue to deliver dependable value over time. We invest in our future as others have done for us in the past.

In 2017, our Board of Directors facilitated the transition to a new Chairman and CEO. At the same time, it rearticulated the company’s purpose and values to confirm our mission and basic values in times of change. Nestlé’s purpose remains enhancing quality of life and contributing to a healthier future. Culture changes, values stay.

The Board also reconfirmed Nestlé’s value creation model delivering both top and bottom line growth, as well as capital efficiency to drive continuous long‑term shareholder value creation. It stated our commitments to margin expansion, streamlining the portfolio and a prudent approach toward capital allocation and M&A. It approved a share buyback programme of up to CHF 20 billion subject to strategic opportunities.

Our Board’s recent actions to create sustained value also included adding four new independent directors in the past three years; expanding the mission of our Nomination and Sustainability Committee and strengthening risk oversight by our Audit Committee.

Intense engagement with our shareholders and other stakeholders allowed us to take into account their views through our Chairman’s Roundtables, roadshows, investor meetings, analyst and engagement calls, as well as stakeholder convenings.

Our Chairman’s and Corporate Governance Committee liaises between the Chairman and the full Board and provides advice to the Chairman and CEO. It regularly reviews all aspects of our governance, as well as the company’s asset and liability management.

Our Nomination and Sustainability Committee puts a strong focus on Board composition, structure and succession planning. It evaluates candidates for nomination to the Board in the coming years. It reviews all aspects of our environmental and social sustainability. It is chaired by our Lead Independent Director.

Our Compensation Committee sets our remuneration principles and submits the proposals for remuneration of the Board and the Executive Board to the Board and the AGM. It ensures the alignment of our values, strategies and performance management. Our compensation budgets and our compensation report are submitted to annual votes by our shareholders.

Our Audit Committee oversees internal and external audit, financial reporting, compliance and risk management. In 2017, our internal audit function was strengthened, and our risk and compliance reporting was enhanced.

We further integrated our public reporting on our financial and non‑financial performance by including the highlights from our Nestlé in society report in our Annual Review. We recognize that for our company to be successful over time and create sustainable value for shareholders, we must also create value for society, i.e. ‘Create Shared Value’.

Download our Corporate Governance Report 2018 in English (pdf, 2Mb) | Français (pdf, 2Mb) | Deutsch (pdf, 2Mb)

Share capital distribution by geography

Share capital distribution by geography 
  • Switzerland 34.5%
    United States 32.3%
    Germany 5.2%
    Belgium 4.5%
    United Kingdom 3.8%
    Canada 2.5%
    Japan 2.3%
    Luxembourg 2.1%
    France 1.8%
    China 1.7%
    Others 9.3%

Share capital by investor type, long-term evolution

Share capital by investor type 
  • Institutions 80%
    Private Shareholders 20%

    Percentage derived from total number of registered shares. Registered shares represent 57.2% of the total capital. Statistics are rounded, as at 31.12.2017.