Corporate Governance

In 2019, our Board of Directors and management continued to evolve our strategy and governance to anticipate and reflect changing needs of society. We have been driving growth through innovation with significant investments in R&D, and have streamlined Nestlé’s portfolio. Our value creation model continued to deliver both top- and bottomline growth, as well as capital efficiency.

We are delivering on our commitments to execute our proven Nutrition, Health and Wellness strategy and expanding the boundaries of nutrition. At the same time, we continue to pursue our Creating Shared Value approach to business. Our conviction is that our business will only be successful in the long term by creating value for both our shareholders and society.

Our Board of Directors considers the interests of our shareholders as well as our other stakeholders. Adjusting our business model to changing consumer priorities makes business sense and is fundamental to sustainable value creation. We see no contradiction between pursuing our business interests and investing into our longterm sustainability. This has been reflected in the purpose clause of our Articles of Association since 2008. Accordingly, Nestlé shall, in pursuing its business purpose, aim for long-term, sustainable value creation.

Our diverse Board of Directors is critical to our ability to effectively oversee the direction of our company. Since 2015, we have strengthened the Board through nine new independent directors with diverse experience and expertise directly relevant to Nestlé. We will continue to ensure that our Board understands the trajectory of our business and can ask relevant questions from all angles.

Engagement with our shareholders through our roadshows, investor meetings and analyst calls has sharpened our focus on our core priorities, strategic vision and governance. Our Chairman’s Roundtables took place this past year in Singapore, Frankfurt, Paris, Zurich, London and New York. We continue to listen to all our shareholders and other stakeholders.

Our Chairman’s and Corporate Governance Committee regularly reviews aspects of our governance, as well as asset and liability management.

Our Nomination and Sustainability Committee, chaired by our Lead Independent Director, evaluates Board composition, structure and succession planning. It assesses candidates for nomination to the Board in the coming years. Importantly, this Committee reviews all aspects of our environmental and social sustainability including our responses to climate change.

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. Our compensation proposals 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 2019, our mandate for external audit was put up for tender. The Board will propose EY to be elected as our new audit firm for the business year 2020 at the upcoming AGM.

We recognize that for our company to be successful over time and create sustainable value for shareholders, we must also create value for society. We see governance as a framework to align the interests of all our stakeholders behind our purpose of enhancing quality of life and contributing to a healthier future.

Download our Corporate Governance Report 2019 in English (pdf, 2Mb), Français (pdf, 2Mb) and Deutsch (pdf, 2Mb).

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