Corporate Governance
In times of change, our principles-based governance is our compass and provides the foundation for our many actions to create long-term, sustainable value for our shareholders and shared value for all our stakeholders.
Under our new leadership, we will invest, renovate and grow our business with a new sense of urgency. Our iconic brands and products, an unmatched global presence, leading innovation and execution capabilities, and our people create unique opportunities for consistent value creation. We are relentlessly focused on the execution of our Nutrition, Health and Wellness strategy.
We continue on our path to gradually reduce absolute greenhouse gas (GHG) emissions in our supply chain and to support the transition to a regenerative food system. Our engagement on climate action is in line with our detailed Nestlé Net Zero Roadmap (pdf, 16Mb), which our shareholders endorsed at the 2021 Annual General Meeting. The vote in 2026 will be on our 2025 Non-Financial Statement (pdf, 16Mb) prepared in anticipation of our future obligation to comply with the European Union’s Corporate Sustainability Reporting Directive (CSRD) and in compliance with Swiss law. In addition, we are again issuing a voluntary publication, Creating Shared Value at Nestlé 2025 (pdf, 18Mb), to highlight particularly relevant actions and accomplishments.
Nestlé’s Board of Directors is heavily engaged in overseeing the direction of the company. It took decisive action to accelerate our leadership transition. With an independent Chair for the first time in 25 years, and a new CEO, our future has been accelerated. We will continue to strengthen the Board by adding new independent directors with diverse experience and skill sets directly relevant to Nestlé; for example, with respect to food systems, fast-moving consumer goods (FMCG), digitalization, marketing, sustainability, geopolitics, and financial and operational expertise. Engagement with our shareholders takes place through our roadshows, investor meetings, analyst calls and Chairman’s Roundtables.
Under the new Chair, the Board is reviewing its ways of working and its committee structure. Following the 2026 Annual General Meeting, our Sustainability Committee will become the Sustainability, Science and Technology Committee. This expanded committee will continue to advise on our environmental and social sustainability, including our response to climate change, human rights due diligence program and non-financial reporting. With the change, it will additionally advise on scientific trends as well as on technological developments and digitalization. The current Chair’s and Corporate Governance Committee will be abolished, with its finance responsibilities assumed by the new Audit and Finance Committee. This committee will oversee internal and external audit, review reports on internal controls, compliance, fraud and risk management, and ensure the accuracy of both our financial and non-financial reporting.
Corporate governance will become the responsibility of the newly combined Nomination and Corporate Governance Committee, which will evaluate Board and Executive Board composition, performance, structure and succession planning, as well as assess candidates for Board nomination. The Compensation Committee will continue to ensure that our remuneration systems align with our values, strategies and performance.
Download our Corporate Governance Report 2025 in English (pdf, 2Mb)
Download our Corporate Governance Report June 2025 update in English (pdf, 3Mb)
Share capital
Share capital distribution by geography
| Switzerland | 51.7% |
| United States | 30.4% |
| United Kingdom | 4.5% |
| Germany | 4.4% |
| Belgium | 2.6% |
| Ireland | 1.0% |
| Canada | 0.7% |
| France | 0.6% |
| Luxembourg | 0.6% |
| Sweden | 0.6% |
| Others | 2.9% |
Share capital by investor type, long-term evolution (a)
| Institutions | 74% |
| Private Shareholders | 26% |
(a) Percentage derived from total number of registered shares. Registered shares represent 45.4% of the total share capital. Statistics are rounded, as at 12/31/2025.
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 2025 (pdf, 600 Kb)
Compensation Report 2024 (pdf, 600 Kb)
Compensation Committee Charter - June 2023 (pdf, 100Kb)
Compensation Report 2023 (pdf, 600 Kb)
Compensation Report 2022 (pdf, 600 Kb)
Compensation Report 2021 (pdf, 500 Kb)
Compensation Report 2020 (pdf, 500 Kb)
Compensation Report 2019 (pdf, 300 Kb)
Changes to compensation
For 2025, we have added additional disclosure on the achievement of our Short Term Bonus Targets.
For 2026, we will introduce the following changes:
- All Long Term Incentives will vest at the end of the vesting period replacing the former cliff vesting. Pro-rata vesting for our Long Term Incentives in case of retirements. Both changes are made to align with market practice.
- Functional Objectives as part of the Short Term Bonus Scheme of the Executive Board will be replaced by Group Objectives to further align the Functions to Business Performance.