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.
In 2022, our value creation model proved its resilience and allowed us to continue to invest, renovate and grow. Our science- and consumer- driven innovations met fast-changing consumer needs. At the same time, we progressed on our path to gradually reduce absolute GHG emissions in our supply chain to achieve net zero emissions by 2050 and continued to support the transition to a regenerative food system. Our engagement on climate action is in line with our detailed Net Zero Roadmap, which our shareholders strongly supported at the 2021 Annual General Meeting. While making our portfolio good for the planet, we further intensified our efforts to make our products good for our consumers. In 2022, we strengthened our internal tools and systems that guide the nutritional composition of our foods and beverages, upgraded our policies and increased transparency on the healthfulness of our portfolio.
Our diverse and competent Board of Directors is engaged to oversee the direction of our company. We have continuously strengthened the Board by adding new independent directors with diverse experience and expertise directly relevant to Nestlé, for example, with respect to food systems, food and beverage, digitalization, marketing and other topics. Under our governance, the full Board is in charge of strategy, governance and risk oversight. We continue to engage with our shareholders through our roadshows, investor meetings and analyst calls. Our Chairman’s Roundtables took place virtually with investors in Asia, North America, Switzerland, Germany, the UK, France and the Netherlands.
Our Chair’s and Corporate Governance Committee regularly reviews all aspects of our governance, as well as our asset and liability management and other topics. 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, 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. In 2022, it continued its work to review the KPIs in our short- and long-term incentive plans. 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.
Share capital distribution by geography
Share capital by investor type, long-term evolution (a)
(a) Percentage derived from total number of registered shares. Registered shares represent 55.8% of the total share capital. Statistics are rounded, as at 12/31/2022.
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 Committee Charter - June 2023 (pdf, 80Kb)
Compensation Report 2019 (pdf, 300 Kb)
Compensation Report 2020 (pdf, 500 Kb)
Compensation Report 2021 (pdf, 500 Kb)
Compensation Report 2022 (pdf, 648 Kb)
Changes to compensationFor 2021, we had introduced Environmental, Social, Governance (ESG) related KPIs for the Short-Term Incentive Plan for 15% of its grant value. For 2023, an ESG-related KPIs will also be added as a fourth performance metric in the Long-Term Incentive Plan for 20% of its grant value.
The following chart presents the evolution of the total compensation to the Board of Directors and Executive Board in relation to Nestlé’s share price and dividend payout.
|Year||Nestlé Dividend||Nestlé Share closing price||Total Compensation (BoD + EB)|