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Our 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. Our science- and consumer-driven innovations meet fast-changing consumer needs. At the same time, we use our scale, resources and expertise to create shared value for all our stakeholders.

In 2021, we set forth our plans to support and accelerate the transition to regenerative food systems to protect and restore the environment, improve the livelihoods of farmers and enhance the well-being of farming communities. This engagement ties in with our prior commitments and our company purpose to unlock the power of food to enhance quality of life for everyone, today and for generations to come.

We also continue our engagement on climate action, aiming to halve our greenhouse gas emissions by 2030 and achieve net zero by 2050. At the 2021 Annual General Meeting, our shareholders strongly supported our detailed Net Zero Roadmap.

Our diverse Board of Directors is engaged to oversee the direction of our company. Since 2015, we have strengthened the Board through eleven new independent directors with diverse experience and expertise directly relevant to Nestlé, for example, with respect to food systems, food and beverage, digitalization and other topics.

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, the Middle East, North America, Switzerland, Germany, the UK, France and the Netherlands.

In 2021, our Board created a separate, dedicated Sustainability Committee to advise on all aspects of our environmental and social sustainability. In particular, the Sustainability Committee oversees our response to climate change, our human rights due diligence program, and our strategies for diversity and inclusion.

Our Chair's and Corporate Governance Committee regularly reviews aspects of our governance, as well as our asset and liability management and other risk management topics.

Our Nomination Committee, chaired by our Lead Independent Director, evaluates Board composition, performance, structure and succession planning. It assesses candidates for nomination to the Board.

Our Compensation Committee ensures alignment of our remuneration systems with our values, strategies and performance. In 2021, it implemented a set of ESG-related KPIs for the Executive Board.

Our Audit Committee oversees internal and external audit, financial reporting, internal controls, compliance and risk management. It reviews reports regarding compliance, fraud, enterprise risk management and the Group's annual risk assessment.

We recognize that for our company to be successful over time and create sustainable value for shareholders, 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 2021 in English (pdf, 3Mb) | Français (pdf, 3Mb) | Deutsch pdf, 3Mb) and our Corporate Governance Report June 2022 update in English (pdf, 1Mb).

 

Share capital

 

Share capital distribution by geography

Share capital distribution by geography

Switzerland 35.8%
United States 33.5%
United Kingdom 5.7%
Germany 4.9%
Canada 2.3%
Japan 2.2%
Luxembourg 2.1%
Sweden 1.7%
Belgium 1.6%
Australia 1.2%
Others 9.0%

 

Share capital by investor type, long-term evolution (a)

Share capital by investor type

Institutions 80%
Private Shareholders 20%

(a) Percentage derived from total number of registered shares. Registered shares represent 56.8% of the total capital. Statistics are rounded, as at  12/31/2021.

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 Committee Charter - June 2022 (pdf, 130Kb)
Compensation Report 2019 (pdf, 300 Kb)
Compensation Report 2020 (pdf, 500 Kb)
Compensation Report 2021 (pdf, 500 Kb)

 

   

Changes to compensation

For 2021 the following change has been implemented:
  • Environmental, Social, Governance (ESG) related KPIs are included in the Short-Term Bonus framework of the Executive Board. In 2021 fifteen percent of that bonus is linked to the achievement of ESG-related objectives.

 

Ten-year evolution

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.

Ten-year evolution

Year Nestlé Dividend Nestlé Share closing price Total Compensation (BoD + EB)
2011 100 100 100
2012 128 119 101
2013 134 130 100
2014 138 145 97
2015 141 149 105
2016 144 146 100
2017 147 167 86
2018 153 159 88
2019 169 209 92
2020 145 190 83
2021 144 236 95