1、Corporate Governance Report 2023Compensation Report 2023Articles of Association of Nestl S.A.Amended by the Annual General Meeting of April 20,2023Corporate Governance Report 20231Corporate Governance Report 2023 Corporate Governance Report 20232Situation at December 31,20231.Group structure and sha

2、reholders1.1 Group structure1.2 Significant shareholders1.3 Cross-shareholdings2.Capital structure2.1 Capital2.2 Conditional capital2.3 Changes in capital2.4 Shares and participation certificates2.5 Dividend-right certificates2.6 Limitations on transferability and nominee registrations2.7 Convertibl

3、e bonds and options3.Board of Directors(1)3.1 Members of the Board of Directors3.2 Professional background and other activities and functions3.3 Mandates outside Nestl3.4 Elections and terms of office3.5 Internal organizational structure3.6 Definition of areas of responsibility3.7 Information and co

4、ntrol instruments vis-vis the Executive Board(2)4.Executive Board(2)4.1 Members of the Executive Board4.2 Professional background and other activities and functions4.3 Mandates outside Nestl4.4 Management contracts346231323361(1)The full Board of Directors Regulations and Committee Charte

5、rs are published at term Executive Committee,as used in the SIX Directive,is replaced by Executive Board throughout this document.5.Compensation,shareholdings and loans 6.Shareholders participation rights6.1 Voting rights restrictions and representation6.2 Quorums required by the Articles of Associa

6、tion6.3 Convocation of the General Meeting of shareholders6.4 Inclusion of items on the agenda6.5 Entries in the share register7.Change of control and defence measures7.1 Duty to make an offer7.2 Clauses on change of control8.Auditors8.1 Duration of the mandate and term of office of the lead auditor

7、8.2 Auditing fees8.3 Additional fees8.4 Information instruments pertaining to the external audit9.Information policy10.Close Periods General Organization of Nestl S.A.Compensation Report 2023 Articles of Association of Nestl S.A.Corporate Governance Report 20233Group structure and shareholdersPrelim

8、inary remarks The Nestl Corporate Governance Report 2023 follows the SIX Swiss Exchange Directive on Information relating to Corporate Governance.Additional information can be found in the Compensation Report.NestlS.A.complies with the recommendations of the Swiss Code of Best Practice for Corporate

9、 Governance,as in force at December 31,2023.To avoid duplication of information,cross-references to other reports are made in some sections,namely to the Annual Review2023,the Financial Statements2023,which comprise the Consolidated Financial Statements of the Nestl Group and the Financial Statement

10、s of NestlS.A.,as well as the Articles of Association of NestlS.A.,whose full text can be consulted in this report(page 61)or at: Consolidated Financial Statements of the Nestl Group 2023 comply with the IFRS Accounting Standards issued by the International Accounting Standards Board(IASB)and with S

11、wiss law.Where necessary,these disclosures have been extended to comply with the requirements of the SIX Swiss Exchange Directive on Financial Reporting.1.Group structure and shareholders1.1 Group structurePlease refer to the Annual Review2023,page 58 for the overview of Directors and Officers.1.1.1

12、.Description of Nestls operational group structureFor the general organization chart of NestlS.A.,refer to page32 of this document.The Groups management structure is represented in the analysis by operating segments(refer to Note3 of the Consolidated Financial Statements of the Nestl Group 2023,page

13、 89).1.1.2.All listed companies belonging to the Nestl GroupThe registered offices of NestlS.A.are in Vevey and Cham(Switzerland).NestlS.A.shares are listed on the SIXSwiss Exchange in Switzerland(ISIN code:CH0038863350).At December 31,2023,the market capitalization of NestlS.A.was CHF255 603 576 43

14、5.For further information,see also page63 of the Annual Review2023 and visit our website at refer to the Consolidated Financial Statements of the Nestl Group2023,page159,for the list of publicly listed companies of the Nestl Group,with an indication of the company name,registered office,share capita

15、l,place of listing,securities ISIN number,their market capitalization and the Companys participation.1.1.3.The non-listed companies belonging to the Nestl GroupPlease refer to the Consolidated Financial Statements of the Nestl Group 2023,page159,for the enumeration of companies of the Nestl Group,jo

16、int arrangements and associates,with an indication of the company name,registered office,share capital and the Companys participation.Corporate Governance Report 20234Capital structureGroup structure and shareholders1.2 Significant shareholdersBlackRock,Inc.,New York,announced on January 3,2022,hold

17、ing at that time,directly or indirectly,5.04%of NestlS.A.s share capital.Apart from the foregoing,NestlS.A.is not aware of any other shareholder holding,as at December 31,2023,NestlS.A.shares in excess of 3%of the share capital.During 2023,the Company published on the electronic publication platform

18、 of the SIX Swiss Exchange two disclosure notifications pertaining to the holding of Nestl S.A.shares by Norges Bank Oslo,and two disclosure notifications concerning the holding of its own shares.The details of these disclosure notifications can be accessed on the publication platform of the SIX Swi

19、ss Exchange following this link:www.ser- respect to nominees,CitibankN.A.,London,as depositary for the shares represented by American Depositary Receipts,was the registered holder of 180 343 318 shares,i.e.6.75%of the shares of the Company as at December 31,2023.At the same date,Nortrust NomineesLtd

20、.,London,was a registered NomineeN of 96 514 429 shares of the Company,representing 3.62%of the shares.1.3 Cross-shareholdingsThe Company is not aware of cross-shareholdings exceeding 5%of the capital or voting rights on both sides.2.Capital structure2.1 CapitalThe ordinary share capital of NestlS.A

21、.is CHF267000000.The conditional share capital is CHF10000000.NestlS.A.does not have any authorized share capital.2.2 Conditional capitalThe share capital may be increased(without time limitation)in an amount not to exceed CHF10000000 by issuing up to 100000000 registered shares with a nominal value

22、 of CHF0.10 each(representing 3.75%of the currently issued share capital)through the exercise of conversion rights and/or option rights granted in connection with the issuance by Nestl or one of its subsidiaries of newly or already issued convertible debentures,debentures with option rights or other

23、 financial market instruments.Thus,the Board of Directors has at its disposal a flexible instrument enabling it,if necessary,to finance the activities of the Company through convertible debentures.For a description of the group of beneficiaries and of the terms and conditions of the issuance of cond

24、itional capital,refer to art.3bis of the Articles of Association of NestlS.A.(*)2.3 Changes in capitalThe share capital was reduced three times in the last three financial years as a consequence of two share buyback programs:a share buyback program of up to CHF 20 billion,launched on January 3,2020,

25、and terminated on December 30,2021,and the ongoing share buyback program of up to CHF 20 billion,launched on January 3,2022,and due to be completed by the end of December 2024.The resulting cancellations of shares were approved at the 2021,2022 and 2023 Annual General Meetings.On April 15,2021,the A

26、nnual General Meeting resolved to cancel 66 000 000 shares,leading to a reduction of the share capital to CHF 281 500 000.On April 7,2022,the Annual General Meeting resolved to cancel 65 000 000 shares,leading to a reduction of the share capital to CHF 275 000 000.On April 20,2023,the Annual General

27、 Meeting resolved to cancel 80 000 000 shares,leading to a reduction of the share capital to the present CHF 267 000 000.(*)Nestl S.A.s Articles of Association can be found on page 61 and at Governance Report 20235Capital structureFor the breakdown of capital(“equity”)for 2023,2022 and 2021,see the

28、consolidated statement of changes in equity in the Consolidated Financial Statements of the Nestl Group 2023,page 81,and 2022,page 77 ( Shares and participation certificatesNestlS.A.s capital is composed of registered shares only.The number of registered shares with a nominal value of CHF0.10 each,f

29、ully paid up,was 2670000000 as at December 31,2023.According to art.11 par.1 of the Articles of Association,each share recorded in the share register as share with voting rights confers one vote on its holder.See also point2.6.1 below.Shareholders have the right to receive dividends.There are no par

30、ticipation certificates.2.5 Dividend-right certificatesThere are no dividend-right certificates.2.6 Limitations on transferability and nominee registrations2.6.1.Limitations on transferability along with an indication of group clauses in the Articles of Association and rules for granting exceptions

31、According to art.5 par.5 of the Articles of Association,no person or entity shall be registered with voting rights for more than 5%of the share capital as recorded in the commercial register.This limitation on registration also applies to persons who hold some or all of their shares through nominees

32、 pursuant to that article.Legal entities that are linked to one another through capital,voting rights,management or in any other manner,as well as all natural persons or legal entities achieving an understanding or forming a syndicate or otherwise acting in concert to circumvent the regulations conc

33、erning the limitation on registration or the nominees,shall be counted as one person or nominee(art.5 par.7 of the Articles of Association).The limitation on registration also applies to shares acquired or subscribed by the exercise of subscription,option or conversion rights(art.5 par.10 of the Art

34、icles of Association).See also art.5 par.6 and par.9 of the Articles of Association and point2.6.3 below.2.6.2.Reasons for granting exceptions in the year under reviewPlease refer to points2.6.3 and 6.1.3 below.2.6.3.Admissibility of nominee registrations,indication of percent clauses and registrati

35、on conditions Pursuant to art.5 par.6 and par.9 of the Articles of Association,the Board of Directors has issued regulations concerning the application of art.5 of the Articles of Association.The regulations on nominees set forth rules for the entry of nominees as shareholders in the share register.

36、They allow the registration of:NomineesN(“N”as Name of beneficial owner disclosed):where trading and safekeeping practices make individual registration of beneficial owners difficult or impractical,shareholders may register their holdings through aNomineeN with voting rights,subject to the specific

37、understanding that the identity and holdings of beneficial owners are to be disclosed to the Company,periodically or upon request.Voting rights of Nominees N are to be exercised on the basis of voting instructions received from the beneficial owners.For voting purposes,holdings of a NomineeN,or Nomi

38、neesN acting as an organized group or pursuant to a common agreement,may not exceed 5%of the share capital of the Company.Holdings exceeding the 5%limit(respectively the limit fixed by the Board of Directors,see point6.1.3 below)are registered without voting rights.The responsibility for disclosure

39、of beneficial owners and their holdings resides with the nominees registered in the share register.NomineesA(“A”as Anonymous beneficial owner):registration without voting rights.In line with its regulations,in order to facilitate trading of the shares on the Stock Exchange,the Board of Directors has

40、 authorized certain nominees to exceed the 5%limit to be registered as nominees with voting rights.2.6.4.Procedure and conditions for cancelling statutory privileges and limitations on transferability Please refer to point6.1.3 below.2.7 Convertible bonds and optionsAs at December 31,2023,there are

41、no outstanding convertible bonds or warrants/options issued by NestlS.A.or by subsidiaries on NestlS.A.shares.Corporate Governance Report 20236Board of Directors3.Board of Directors 3.1 Members of the Board of DirectorsNestl S.A.s Board of Directors is highly structured to ensure a high degree of di

42、versity by age,gender,education/qualifications,professional background,present activity,sector expertise,special skills(classification),nationality and geography.This is reflected in Nestls skills and diversity grid disclosed here.For mandates and executive roles in other companies:please refer to t

43、he Compensation Report 2023 on page 42 or at of birthEducation/Qualifications(a)Professional background1Paul Bulcke1954Economics and Business AdministrationChairman,Nestl S.A.2Ulf Mark Schneider1965Economics,Business Administration and Finance&AccountingCEO,Nestl S.A.3Henri de Castries(c)(d)1954HEC,

44、Law and cole Nationale dAdministration(ENA)Former Chairman and CEO,AXA French Ministry,Government4Renato Fassbind1955Economics,Business Administration and Finance&AccountingFormer CFO,ABB and Credit Suisse Former CEO,Diethelm Keller GroupFormer Vice Chairman,Swiss Re Ltd.5Pablo Isla1964LawFormer Cha

45、irman and CEO,InditexFormer State AttorneyGovernment SpainBanco Popular Espaa6Patrick Aebischer1954Medicine and NeurosciencePresident Emeritus,Swiss Federal Institute of Technology Lausanne(EPFL)7Kimberly A.Ross1965Business Administration and Finance&AccountingFormer CFO,Baker Hughes,Avon Products,R

46、oyal Ahold NVWeWork8Dick Boer1957Business AdministrationFormer President and CEO,Ahold Delhaize NV9Dinesh Paliwal1957Engineering,Sciences,Global BusinessFormer Chairman and CEO,Harman InternationalFormer President,ABB Ltd.Former Lead Director,Raytheon Technologies10Hanne Jimenez de Mora 1960Business

47、 AdministrationFormer Partner,McKinsey&CompanyCo-founder and former Chairperson,a-connect group11Lindiwe M.Sibanda1963Agriculture Sciences,Animal Physiology&NutritionDirector,Chairwoman and Policy Advisor for Agriculture and Sustainable Food Systems12Chris Leong1967ManagementFormer SVP Nokia,WPP13Lu

48、ca Maestri1963Economics and Business AdministrationFormer CFO Xerox,Nokia Siemens,General Motors14Rainer Blair1964Science and BusinessFormer President and CEO,MAPEI Americas,BASF Group15Marie-Gabrielle Ineichen-Fleisch1961Law and Business AdministrationFormer State Secretary and Director of theSwiss

49、 State Secretariat for Economic Affairs(SECO)Former Swiss Ambassador and Delegate forTrade Agreements(a)For more complete information on qualifications:please refer to section 3.2 and the individual CVs at Board members are elected annually in accordance with Swiss corporate law and NestlS.A.s Artic

50、les of Association.(c)Vice Chairman.(d)Lead Independent Director.The Lead Independent Director assumes the role of a prime intermediary between the Board and the Chairman.He regularly convenes and chairs Board meetings and“in camera”sessions where the Chairman is not present or conflicted.Corporate

51、Governance Report 20237Board of DirectorsSectorClassificationNationalityFirst electionExpires(b)Food&BeveragesFMCG/CEOBelgian/SwissApril 10,20082024Food&BeveragesCEOGerman/USApril 06,20172024Insurance&FinanceInsurance/CEOFrenchApril 19,20122024FinanceFinancial Management/CFOSwissApril 16,20152024Ret

52、ailFinance/Legal/FMCG/CEOSpanishApril 07,20182024ScienceScientistSwissApril 16,20152024FinancePersonal CareFood RetailOil&GasFinancial Management/FMCG/CFOUSApril 07,20182024Food Retail DigitalFMCG/CEO/SustainabilityDutchApril 11,20192024Technology DigitalFinanceTechnology/CEO/Sustainability/M&AUS/In

53、dianApril 11,20192024Management ConsultingCustomer Service/Corporate Strategy/SustainabilitySwissApril 23,20202024Agriculture,SustainableFood SystemsPublic Policy/Sustainability/AcademiaZimbabweanApril 15,20212024Digital,Communications,Retail,Energy ManagementBrand Marketing/Digital CustomerExperien

54、ce/SustainabilityMalaysianApril 07,20222024TechnologyFinancial Management/CFO/Information SystemsItalian/USApril 07,20222024Medical,Industrial&Commercial Products and ServicesLife Sciences Services/CEOUSApril 20,20232024Economic Affairs,Geopolitics and TradeGovernmental/DiplomacyInternational Busine

55、ssSwissApril 20,20232024Corporate Governance Report 20238Board of DirectorsBoard diversityThe working guidelines used for the selection of new Board members state that the Board of Directors should at all times be well-balanced,including with respect to Swiss and non-Swiss nationals,the members indi

56、vidual experiences,expertise,competencies and personal attributes.This ensures an appropriate cognitive diversity and supports the continuous succession planning for the Board as a whole and for its various Committees.The Nomination Committee periodically reviews the composition of the Board using v

57、arious criteria,including,without limitation:the Boards cumulative experience and expertise in(international)business leadership,legal/compliance/risk management,science,finance,marketing,IT,technology,government/politics,sustainability and other relevant fields;diversity of competencies including e

58、ducation,function,industry and geographic business experience;the Boards diversity of personal attributes including gender,age,ethnicity,nationality,culture and leadership approach;the Boards general age and term limits.The Board should at all times be composed of:a majority of independent members;a

59、nd members with the specific abilities or skills to serve on one or more of the various Board Committees.3.1.1.Management tasks of the members of the Board of DirectorsWith the exception of Ulf Mark Schneider,all members of the Board of Directors are non-executive members.PaulBulcke is active Chairm

60、an and has certain responsibilities for the direction and control of the Group with respect to Nestl Health Science and Nestls engagement with LOral.3.1.2.Information on non-executive members of the Board of DirectorsWith the exception of Paul Bulcke,all non-executive members of the Board of Directo

61、rs are independent,were not previously members of the Nestl management and have no important business connections with Nestl.Pursuant to Nestl S.A.s Board Regulations(a),a Director shall be considered independent if he/she is not and has not been employed as an executive officer at the Company or an

62、y of its principal subsidiaries or as employee or affiliate of the Groups external auditor for the past three years and does not maintain,in the sole determination of the Board,amaterial direct or indirect business relationship with the Company or any of its subsidiaries.Directors with immediate fam

63、ily members who would not qualify as independent shall not be considered independent,subject to a three-year cooling-off period.Nestls succession planning process is highly structured and managed by the Boards Nomination Committee with the support of outside consultants when necessary.Subject to spe

64、cific exceptions granted by the Board,members are subject to twelve-year term limits.According to Nestl S.A.s Board Regulations(a),an age limit of 72 years applies.This allows for continuous refreshment and long-term succession planning according to Nestls skills and diversity grid.3.1.3.Cross-invol

65、vementNone.(a)Nestl S.A.s Board Regulations can be found at Governance Report 20239Board of Directors3.2 Professional background and other activities and functions(*)(*)Paul BulckeChairmanPaul Bulcke began his career in 1977 asa financial analyst for Scott Graphics International in Belgium,before mo

66、ving to the Nestl Group in 1979 as amarketing trainee.From 1980 to 1996,he held various responsibilities in Nestl Peru,Nestl Ecuador and Nestl Chile,before moving back to Europe as Managing Director of Nestl Portugal,Nestl Czech and Slovak Republic,and Nestl Germany.In2004,he was appointed Executive

67、 Vice President,responsible for Zone Americas.In April 2008,Paul Bulcke was elected member of the Board of Directors of NestlS.A.,and the Board appointed him Chief Executive Officer(CEO).As of December 31,2016,Paul Bulcke relinquished his function as CEO but remained a member of the Board of Directo

68、rs.In April 2017,Paul Bulcke was elected Chairman of the Board of Directors of Nestl S.A.As a Nestl S.A.representative,he serves as Vice Chairman on the Board of LOral S.A.,France.In addition,he serves as Co-Chairman of the 2030 Water Resources Group(WRG)and is a member of the Board of Trustees of A

69、venir Suisse,Switzerland,and the J.P.Morgan International Council.Ulf Mark SchneiderCEOMark Schneider started his career in1989 with Haniel Group in Germany,where he held several senior executive positions.In 2001,he joined Fresenius Medical Care as Chief Financial Officer.He was CEO of Fresenius Gr

70、oup between 2003 and 2016.Since January2017,Mark Schneider has served as Chief Executive Officer(CEO)of Nestl S.A.InApril 2017,MarkSchneider was elected member of the Board of Directors of NestlS.A.Mark Schneider is a member of the Board of Roche Holding Ltd since March 2023,the Consumer Goods Forum

71、,the European Round Table of Industrialists(ERT),Belgium,as well as the World Economic Forum(WEF)Board of Trustees and its International Business Council.Henri de CastriesVice ChairmanLead Independent DirectorHenri de Castries started his career in the French Finance Ministry Inspection Office,audit

72、ing government agencies from 1980 to 1984.In 1984,he joined the French Treasury Department.In1989,he joined AXA Corporate Finance Division.Twoyears later,he was appointed Senior Executive Vice President for the Groups asset management,financial and real estate business.Henri de Castries was Chairman

73、 of the AXA Management Board from May 2000 to April 2010.Since April2010,following a modification of the corporate governance structure,he was Chairman and CEO of AXA,functions he relinquished in 2016.Henri de Castries serves on the Board of StellantisN.V.and is Chairman of Institut Montaigne.Renato

74、 FassbindRenato Fassbind started his career in1982 as Managing Director of KunzConsultingAG.From 1984 until 1990,he was Auditor and ultimately Head of Internal Audit at F.Hoffmann-La RocheAG.RenatoFassbind then joined ABBLtd and served as Head of Corporate Staff,Audit between 1990and1997 and then as

75、 CFO and member of the Executive Board from 1997 to 2002.Subsequently,he joined Diethelm Keller HoldingAG as CEO from 2002 to 2004.He joined Credit Suisse GroupAG as CFO and member of the Executive Board from 2004 until 2010.Later,Renato Fassbind was a member of various Boards such as HSBC Holdings

76、Plc.,Khne+Nagel AG and Swiss Re Ltd.,the latter in the position of Vice Chairman.(*)Mandates and functions are listed in the following order:(1)mandates in listed companies,(2)mandates in non-listed companies,(3)mandates held at the request of Nestl or companies controlled by it,(4)mandates held in

77、associations,charitable organizations,foundations,trusts and employee welfare foundations.(*)For information on former members of the Board of Directors see Governance Report 202310Board of DirectorsPablo IslaFrom 1988 to 1991,Pablo Isla was aSpanish State Attorney at the Ministry of Transport,Touri

78、sm and Communication.From 1992 to 1996,he was Group General Counsel for Banco Popular Espaol.In 1996,PabloIsla was appointed General Manager for the National Heritage Department of the Treasury Ministry,Government of Spain.In 1998,he rejoined Banco Popular Espaol as General Secretary.From 2000 to 20

79、05,Pablo Isla was Co-Executive Chairman of Altadis Group,Spain.In 2005,he was named CEO and Deputy Chairman of Inditex S.A.,Spain,and was appointed Chairman and CEO of the company in 2011,a function he relinquished in March 2022.From 2003 until 2017,he served as Independent Director of the Spanish t

80、elecom company,Telefonica S.A.From May 2022 until November 2023,Pablo Isla joined General Atlantic,USA,as a Global Senior Advisor.Pablo Isla is Chairman of Amara NZero SA,Spain.Patrick AebischerPatrick Aebischer was trained as an MD and neuroscientist at the University of Geneva and the University o

81、f Fribourg,Switzerland.He is the President Emeritus of the Swiss Federal Institute of Technology Lausanne(EPFL).From 1984 to 1992,he was faculty member of Brown University,USA.In 1992,he returned to Switzerland as aProfessor and Director of Surgical Research Division and Gene Therapy Center at the U

82、niversity Hospital of Lausanne(CHUV).From 2000 until the end of2016,Patrick Aebischer was the President of EPFL.Furthermore,Patrick Aebischer is founder of four start-ups:CytoTherapeutics Inc.(1989),Modex Therapeutics Inc.(1996),AmazentisSA(2007)and Vandria SA(2021).Currently,he serves as a Board me

83、mber of Logitech International S.A.and of PolyPeptide Group AG.Patrick Aebischer is also Chairman of Novartis Venture Fund and a senior partner at+ND Capital.Furthermore,he is a member of the Foundation Board of the Verbier Festival and serves as Vice Chairman of the Geneva Science and Diplomacy Ant

84、icipator Foundation,Switzerland.Kimberly A.RossKimberly A.Ross started her finance career at the Anchor Glass Container Corporation,USA,in 1992.In 1995,she joined Joseph E.Seagram&Sons Inc.,USA,where she held a number of management positions.In 2001,Kimberly A.Ross joined Ernst&Young Global Limited,

85、USA,as a Senior Manager.In the same year,she joined Royal Ahold NV,Netherlands,and advanced through a series of successively responsible positions in treasury,tax and finance before her appointment as CFO in2007.From 2011 until 2014,Kimberly A.Ross served as CFO and Executive Vice President of Avon

86、Products Inc.,USA.She served as CFO and Senior Vice President at BakerHughes LLC,USA,from 2014 until 2017.From March 2020 until the end of October 2020,she held the position of CFO at WeWork,USA.Kimberly A.Ross is a member of the Boards of The Cigna Group,Northrop Grumman Corporation and KKR&Co.Inc.

87、,all in the USA.Dick BoerDick Boer spent more than 17 years in various retail positions for SHVHolding N.V.and Unigro N.V.in the Netherlands.He then became CEO of Ahold Czech Republic in 1998,and subsequently President and CEO of Albert Heijn B.V.,Netherlands,from 2000 to 2010.From 2006 to 2011,he h

88、eld the position of Chief Operating Officer of Ahold Europe,and from 2011 to2016,Dick Boer was President and CEO of Ahold N.V.From 2016 until his retirement in 2018,he was President and CEO of Ahold Delhaize N.V.In November 2022,he joined the Board of Just Eat T(JET)as Chairman and serves on the Boa

89、rd of Shell plc.since 2020.Furthermore,Dick Boer serves as Chairman of the Advisory Board of the Rijksmuseum Fonds,The Netherlands.He is also Chairman of the Supervisory Board of the Royal Concertgebouw,The Netherlands,as well as a non-executive Board member of SHV Holdings N.V.,The Netherlands.Corp

90、orate Governance Report 202311Board of DirectorsDinesh PaliwalDinesh Paliwal spent 22 years with Switzerland-based ABB Group.He began his career in engineering but quickly expanded his role to manage R&D,manufacturing and regional P&L roles while residing in the USA,China,India,Singapore,Australia a

91、nd Switzerland.His last role in ABB was Chairman and CEO of ABB(USA)and Global President of all Markets and Technology.In 2007,Dinesh Paliwal joined Harman International(USA)as Chairman and CEO.Upon Harmans acquisition by Samsung in 2017,he remained CEO of Harman until he stepped down in April 2020

92、and assumed the role of Senior Advisor to the Harman/Samsung board and CEO.Furthermore,Dinesh Paliwal is non-executive Chairman of Marelli&Koki and a Partner at KKR&Co.Inc.NY,USA.Hanne Jimenez de MoraEarly in her career,Hanne Jimenez de Mora held brand manager and controller roles at Procter&Gamble

93、in Scandinavia and the Middle East.She was a partner at McKinsey&Company in Switzerland until 2002.At McKinsey,she primarily focused on corporate strategy and post-merger integration for global companies.She was the co-lead of the marketing practice and responsible for recruiting in Switzerland.Hann

94、e Jimenez de Mora is co-founder and former Chairperson of a-connect(group)AG,a global management consultant firm based in Zurich.She has held non-executive director roles at large publicly traded companies including AB Volvo,Sandvik,Telenor and Tomra since 2002.Hanne Jimenez de Mora is Chairperson o

95、f Microcaps AG,Switzerland.She serves as Vice Chair and a Supervisory Board member of IMD Business School,Switzerland.Lindiwe M.SibandaLindiwe Majele Sibanda is Professor Extraordinary at the University of Pretoria,South Africa,as well as the Managing Director of Linds Agriculture Services PvT Ltd.,

96、Harare,Zimbabwe.She served as Vice President,Country Support,Policy and Partnerships for the Alliance for a Green Revolution in Africa(AGRA)in Kenya.For 13 years,she worked in South Africa as the CEO and Head of Mission of the pan-African Food,Agriculture and Natural Resources Policy Analysis Networ

97、k(FANRPAN)operating in 19 African countries.From 2016 to 2018,she served on the EAT-Lancet Commission on healthy diets from sustainable food systems and as a member of the Australian Centre for International Agriculture Research(ACIAR)Policy Advisory Council.Lindiwe Sibanda serves on a number of adv

98、isory boards,including Chairwoman of the Consultative Group of International Agriculture Research Centers(CGIAR)System Board and Council Chair of the National University of Science and Technology(NUST),Zimbabwe.She previously served as Co-Chair of the Global Alliance for Climate Smart Agriculture(GA

99、CSA),Rome,Italy.Chris LeongChris Leong started her career in 1991 with WWP plc.,UK,in several senior executive positions,including managing WPPs agencies Bates Asia,Ogilvy Europe and Grey Global Group based in Asia.Between 2005 and 2011,she held various global positions at Nokia,including Senior Vic

100、e President Global Marketing and Senior Vice President for Greater China,Japan and Korea.Chris Leong was appointed Chief Marketing Officer and a member of the Executive Committee at Schneider ElectricSE,France,in 2015,prior to which she was Executive Vice President for Digital Customer Experience(20

101、13)and Senior Vice President for LifeSpace Asia Pacific(2012).In 2017,2018 and 2022,she was named to Forbes Worlds Most Influential CMOs as well as to the PRovoke Media Influence 100 in 2021.Corporate Governance Report 202312Board of DirectorsLuca MaestriLuca Maestri started his career at General Mo

102、tors Corporation in 1988 and took on increasing levels of responsibility around the world,culminating in his appointment as Vice President and Chief Financial Officer of General Motors Europe.From 2008 to 2011,he was CFO at Nokia Siemens Networks,Germany.Between 2011 and 2013,Luca Maestri was CFO at

103、 Xerox Corporation,USA.In 2013,he joined Apple Inc.,USA,as Vice President and Corporate Controller,and he has held the positions of Senior Vice President and Chief Financial Officer since 2014.Rainer BlairRainer Blair is President and CEO of Danaher Corporation,USA,since 2020.He joined Danaher in 20

104、10 and held leadership roles across several of its operating companies before being appointed Executive Vice President of Danahers Life Sciences in 2017.From 2006 to 2009,he was President and CEO of MAPEI Americas.From 1990 to 2006,Rainer Blair served the BASF Group on three continents and held vari

105、ous leadership roles including Group Vice President,Global Automotive Coatings at BASF SE and Managing Director at BASF Argentina SA.Rainer Blair is a member of the Board of Analytical,Life Science and Diagnostics Association,USA.Marie-Gabrielle Ineichen-FleischMarie-Gabrielle Ineichen-Fleisch was t

106、he State Secretary and Director of the Swiss State Secretariat for Economic Affairs(SECO)from 2011 to 2022.From 2007 to 2011,she was Swiss Federal Council Delegate for Trade Agreements,Ambassador,and member of the Board of SECO.In that function,she served as Switzerlands chief negotiator at the Worl

107、d Trade Organisation(WTO),and was responsible for the negotiation of free trade agreements and Switzerlands membership in OECD.Marie-Gabrielle Ineichen-Fleisch started her career in 1990 in the Swiss Federal Office of Foreign Economic Affairs as advisor in the Legal and International Investment and

108、Technology Transfer Services.1992/1993 she was sent to the World Bank in Washington D.C.as legal assistant to Switzerlands Executive Director.From 1995 to 2007 she took on increasing responsibilities in international trade negotiations for Switzerland,in particular in the WTO.Marie-Gabrielle Ineiche

109、n-Fleisch serves on the boards of KIBAG Holding AG,Schweizerische Mobiliar Genossenschaft and F.G.Pfister Holding AG.Corporate Governance Report 202313Board of Directors3.3 Mandates outside NestlPursuant to art.21sexies of the Articles of Association,no member of the Board of Directors may hold more

110、 than 4additional mandates in listed companies and 5additional mandates in non-listed companies.The following mandates are not subject to these limitations:a)mandates in companies which are controlled by Nestl;b)mandates which a member of the Board of Directors holds at the request of Nestl or compa

111、nies controlled by it.No member of the Board of Directors shall hold more than 10 such mandates;andc)mandates in associations,charitable organizations,foundations,trusts and employee welfare foundations.No member of the Board of Directors shall hold more than 10 such mandates.Mandates shall mean man

112、dates in the supreme governing body of a legal entity which is required to be registered in the commercial register or a comparable foreign register.Mandates in different legal entities which are under joint control are deemed one mandate.The Board of Directors has promulgated regulations that deter

113、mine additional restrictions.All members of the Board of Directors comply with the provisions set out in art.21sexies of the Articles of Association.Mandates held in other undertakings with commercial objectives are disclosed in our Compensation Report(see page 42).3.4 Elections and terms of officeP

114、ursuant to art.6 par.2 of the Articles of Association,the General Meeting has the competence to elect and remove the members of the Board of Directors.The Chair of the Board of Directors,the members of the Board of Directors and the members of the Compensation Committee are elected individually by t

115、he General Meeting for a term of office until completion of the next Annual General Meeting(art.15 of the Articles of Association).Members of the Board of Directors whose term of office has expired are immediately eligible for re-election.The Board of Directors elects one or two Vice Chairs and the

116、members of the Committees other than the Compensation Committee.The term of office of a Board member shall expire no later than at the Annual General Meeting following the members 72nd birthday.Rules in the Articles of Association reflect the statutory legal provisions with regard to the appointment

117、 of the Chairman,the members of the Compensation Committee and the independent proxy.For the principles of the selection procedure,see points3.1.2 above and 3.5.2 below.For the time of first election and term of office,see point3.1 above.Corporate Governance Report 202314Board of Directors(a)For com

118、plete information,please refer to the Board Regulations and Committee Charters at Internal organizational structure3.5.1.Allocation of tasks within the Board of DirectorsChairs and Corporate Governance CommitteeCompensation CommitteeNomination CommitteeSustainability CommitteeAudit CommitteePaul Bul

119、cke Chairman(Chair)Ulf Mark Schneider CEOHenri de Castries Vice Chairman Lead Independent Director(Chair)Renato Fassbind(Chair)Pablo Isla(Chair)Patrick AebischerKimberly A.RossDick BoerDinesh PaliwalHanne Jimenez de Mora(Chair)Lindiwe M.SibandaChris Leong Luca MaestriRainer BlairMarie-Gabrielle Inei

120、chen-Fleisch3.5.2.Tasks and area of responsibility for each Committee ofthe Board of Directors(a)The powers and responsibilities of each Committee are established in the applicable Committee Charter,which isapproved by the Board.Each Committee is entitled to engage outside counsel.After each Committ

121、ee meeting,its Chair reports to the full Board.Chairs and Corporate Governance CommitteeThe Chairs and Corporate Governance Committee consists of the Chair,any Vice Chair,the Lead Independent Director,the CEO and any other member elected by the Board.It liaises between the Chair and the full Board o

122、f Directors in order to act as a consultant body to the Chair and to expedite whenever necessary the handling of the Companys business.The Committee regularly reviews the corporate governance of the Company and prepares recommendations for the Board.It also advises on certain finance-related matters

123、 including the Companys financing and financial management and periodically reviews its asset and liability management.It receives regular reports on other risk-related topics.While the Committee has limited authority as per the Board Regulations,it may in exceptional and urgent matters deal with bu

124、siness matters which might arise between Board meetings.In all cases,it keeps the Board fully appraised.It reviews the Boards annual work plan.Compensation CommitteeThe Compensation Committee consists of a Chair and aminimum of three non-executive members of the Board.All members are independent(art

125、.19bis par.1 of the Articles of Association).The members of the Compensation Committee are elected individually by the General Meeting for a term of office until completion of the next Annual General Meeting.Members ofthe Compensation Committee whose term of office has expired are immediately eligib

126、le for re-election.The Compensation Committee determines the system and principles for remuneration of the members of the Board ofDirectors and submits them to the Board for approval.It reviews and discusses the remuneration principles for NestlS.A.and the Nestl Group.It prepares the proposals of th

127、e Board to be submitted for approval by Corporate Governance Report 202315Board of Directorsthe General Meeting in relation to the compensation of the Board of Directors and the Executive Board.In addition,it proposes the remuneration of the Chair of the Board and the CEO,and approves the individual

128、 remuneration of the members of the Executive Board.It reports on its decisions to the Board and keeps the Board updated on the overall remuneration policy of the Nestl Group.It reviews the annual Compensation Report.Nomination CommitteeThe Nomination Committee consists of aChair,who is anindependen

129、t and non-executive member of the Board,preferably the Lead Independent Director;the other members are the Chair of the Board of Directors and aminimum of two independent and non-executive members of the Board.The Nomination Committee oversees the long-term succession planning of the Board,establish

130、es the principles and criteria for the selection of candidates to the Board,performs aregular gap analysis,selects candidates for election or re-election to the Board and prepares aproposal for the Boards decision.It is regularly supported by external search firms.The succession planning for the Boa

131、rd of Directors is highly structured and seeks to ensure a balance of relevant competencies and an appropriate diversity of its members.The Nomination Committee regularly reviews the Companys skills and diversity grid(see3.1.above)and ensures appropriate cognitive diversity.It ensures anappropriatel

132、y wide net is cast on key successions.The candidates to the Board must possess the necessary profile,qualifications and experience to discharge their duties.Newly appointed Board members receive an appropriate introduction to the business and affairs of the Company and the Group.If required,the Nomi

133、nation Committee arranges for further training.The Nomination Committee reviews,at least annually,the independence of the members of the Board as well as their outside mandates,and prepares the annual self-evaluation of the Board and its Committees.It meets as frequently as necessary to fulfil its t

134、asks and prepares the relevant in-camera sessions of the Board of Directors.Sustainability CommitteeThe dedicated Sustainability Committee consists of aChair,who is an independent and non-executive member of the Board,and a minimum of two non-executive members of the Board.The Sustainability Committ

135、ee gives advice on measures which ensure the long-term sustainability of the Company in its economic,social and environmental dimension and monitors the Companys performance against selected external sustainability indexes.While the full Board approves the Companys Report on Non-Financial Matters fo

136、r submission to the Annual General Meeting,the Sustainability Committee has oversight over the structure and content of the Companys ESG/sustainability reporting.It discusses periodically how material non-financial issues affect the Companys financial performance and how its long-term strategy relat

137、es to its ability to create shared value.It reviews the Companys response to climate change and other environmental issues,it ensures the Company carries out human rights due diligence and reports on its most severe human rights risks,and it reviews the Companys diversity and inclusion and employee

138、health and well-being.It meets at least four times a year and as frequently as necessary to fulfil its tasks.It keeps the Board updated on the material issues affecting the long-term sustainability of the Group.Audit CommitteeThe Audit Committee consists of a Chair,who is anindependent and non-execu

139、tive member of the Board,and a minimum of two other non-executive members of the Board,excluding the CEO and any former member of the Executive Board.All members shall beindependent.At least one member has to have recent and relevant financial expertise,the others must be familiar with the issues of

140、 accounting and audit.In discharging its responsibilities,the Audit Committee has unrestricted access to the Companys management,books and records.The Audit Committee supports the Board of Directors in its supervision of financial controls through a direct link to the external auditors(EY)and Nestl

141、Internal Audit(corporate internal auditors).It has oversight over the accuracy of the Companys financial and ESG/sustainability reporting.Corporate Governance Report 202316Board of DirectorsThe Audit Committees main duties include the following:to review,and challenge where necessary,the actions and

142、 judgements of management,in relation to the Companys year-end financial accounts and where necessary interim accounts;to make recommendations to the Board of Directors regarding the nomination of external auditors to be appointed by the shareholders;to discuss the audit procedures,including the pro

143、posed scope and the results of the internal and external audit;to keep itself regularly informed on important findings of the audits and of their progress;to oversee the quality of the internal and external auditing;to present the conclusions on the approval of the Financial Statements to the Board

144、of Directors;to review reports regarding internal controls,compliance,fraud,enterprise risk management and the Groups annual risk assessment.The Audit Committee regularly reports to the Board on its findings and proposes appropriate actions.The responsibility for approving the annual Financial State

145、ments remains with the Board of Directors.Corporate Governance Report 202317Board of Directors3.5.3.Work methods of the Board of Directors and its CommitteesThe Board meets as often as necessary,at least quarterly,and on notice by the Chair or by the person designated by him.In addition,the Board mu

146、st be convened as soon as a Board member requests the Chair to call a meeting.All Committees provide a detailed report to the full Board at each meeting in a dedicated Chairs session.The Board regularly meets for in camera sessions(without CEO)and independent director meetings(without Chair and CEO)

147、.The Board reserves at least one day per year to discuss the strategic long-term plan of the Company.In addition,every year,the Board visits one Nestl Market for three to five days(in 2023,Nestl in Mexico).During the pandemic,the Board met virtually or in hybrid meetings and additional ad hoc meetin

148、gs and reports were introduced.The average attendance at the Board meetings in 2023 was 99%.All Board meetings,with the exception of certain Chairs and in camera sessions,are attended by all members of the Executive Board.In addition,members of the Executive Board and senior management participate i

149、n Committee meetings,if appropriate,when a Committee discusses matters in relation to their respective responsibilities.The CEO may partially attend the meetings of the Audit Committee,the Nomination Committee,the Sustainability Committee and the Compensation Committee as an invited guest,except on

150、matters where he may have a conflict of interest.Furthermore,both the external auditor and the Head of Nestl Internal Audit participate in the Audit Committee meetings except for regular in camera sessions.No external subject matter experts were invited to the Board and Committee meetings in 2023.Th

151、e Company performs annual self-evaluations of the Board and its Committees,including confidential,anonymous feedback and individual interviews.Findings are appropriately addressed.An open,transparent and critical board room culture forms the basis for the Board of Directors annual review of its own

152、performance and effectiveness.The Board of Directors conducts the self-assessment on the basis of anonymous questionnaires which deal with the Boards composition,organization and processes,the Boards responsibilities governed by the Board Regulations as well as the focus areas and goals of the year

153、under review.The topics are discussed and take-aways defined to be incorporated in the goals for the upcoming year.In addition,each Board Committee annually reviews the adequacy of its composition,organization and processes as well as the scope of its responsibilities,assesses its accomplishments an

154、d evaluates its performance.For example,the Board created a dedicated Sustainability Committee as a result of its self-assessment process.3.5.4.Lead Independent DirectorThe Lead Independent Director assumes the role of a prime intermediary between the Board and the Chair.He may convene and chair Boa

155、rd meetings and in camera sessions,where the Chair is not present.He serves as an advisor to the Chair and acts as an intermediary between the Chair,the Board and the Boards stakeholders.He chairs meetings of the independent directors to evaluate the performance of the Chair and the effectiveness of

156、 the relationship between the Chair and the CEO.Meetings held in 2023FrequencyAverage duration(hours)Board of Directors of NestlS.A.8 times3:15Chairs and Corporate Governance Committee10 times1:55Compensation Committee6 times1:10Nomination Committee5 times0:51Sustainability Committee4 times2:00Audit

157、 Committee4 times2:00Board membersBoard meetings attendedBoard meetings attendedBoard meetings attendedPaul Bulcke8Patrick Aebischer8Lindiwe M.Sibanda8Ulf Mark Schneider8Kimberly A.Ross7Chris Leong8Henri de Castries8Dick Boer8Luca Maestri8Renato Fassbind8Dinesh Paliwal8Rainer Blair5Pablo Isla8Hanne

158、Jimenez de Mora8Marie-Gabrielle Ineichen-Fleisch5Corporate Governance Report 202318Board of Directors3.6 Definition of areas of responsibilityThe governing bodies have responsibilities as follows:3.6.1.Board of Directors(1)The Board of Directors is the ultimate governing body of the Company.It is re

159、sponsible for the long-term strategy and the ultimate supervision of the Group.It oversees the Groups economic,social and environmental sustainability.The Board attends to all matters which are not reserved for the Annual General Meeting or another governance body of the Company by law,the Articles

160、of Association or specific regulations issued by the Board of Directors.Under Nestls governance model,the CEO(Administrateur dlgu)is a full member of the Board of Directors,ensuring full alignment on its critical responsibilities and proper checks and balances between the Chair and CEO.The Board has

161、 the following main duties:a)the ultimate direction of the Company,in particular the conduct,management and supervision of the business of the Company,and the provision of necessary directions;b)the determination of the Companys organization;c)the determination of accounting and financial control pr

162、inciples,as well as the principles of financial planning;d)the appointment and removal of any Vice Chair,the Committee members(except the members of the Compensation Committee)and their Chairs and members of the Executive Board;e)the ultimate supervision of the Chair and the members of the Executive

163、 Board,in particular with respect to their compliance with the law,the Articles of Association,the Board Regulations and instructions given from time to time by the Board;f)the preparation of the Annual Report,the Compensation Report,the Report on Non-Financial Matters as well as the General Meeting

164、s and execution of their resolutions;g)the notification of the court in the event of overindebtedness;h)the discussion and approval of:the Groups long-term strategy and annual investment budget;major financial operations;any significant policy issue dealing with the Companys or the Groups general st

165、ructure or with financial,commercial and industrial policy;Corporate Governance Principles of the Company;the review of and decision on any report submitted to the Board;the Groups annual risk assessment;and the compensation proposals to the General Meeting.3.6.2.Executive BoardThe Board of Director

166、s delegates to the CEO,with the authorization to subdelegate,the power to manage the Companys and the Groups business,subject to law,the Articles of Association and the Board Regulations.The CEO chairs the Executive Board and delegates to its members individually the powers necessary for carrying ou

167、t their responsibilities,within the limits fixed in the Executive Board Regulations.3.7 Information and control instruments vis-vis the Executive BoardThe Board of Directors is,at each of its meetings,informed on material matters involving the Companys and the Groups business.Except for regular in c

168、amera sessions,the members of the Executive Board attend the Board of Directors meetings and report on current developments,significant projects and events.Other members of management attend Board meetings to report on the areas of the business for which they are responsible.Each Board member is ent

169、itled to request and receive information from the CEO and from other members of the Executive Board.In preparation for each Board meeting,the Board is provided with an overview of business performance and consolidated financial information.In addition,regular written reports by the Executive Board a

170、re provided,including e.g.capital investment,risk,audit,compliance and strategy progress reports.The Chair and the CEO ensure the proper information flow between the Executive Board and the Board of Directors.The Board pays a visit to a major Market every year,where it meets members of senior manage

171、ment.The Board visited the United States in 2018,the Swiss Market in 2019 and 2021,Nestl India in 2022 and Nestl Mexico in 2023.The Chair receives the agenda,documents and minutes of the meetings of the Executive Board as well as of the Key Markets and senior management meetings.He has regular meeti

172、ngs with the CEO and may request information about any matters relating to the Company.He may examine reports,proposals and minutes of meetings of any functions or committees of the Corporate Center or the Markets or businesses.(1)For complete information,please refer to the Board Regulations and Co

173、mmittee Charters at Governance Report 202319Board of DirectorsThe Chairs and Corporate Governance Committee is regularly informed about the strategic management of the Groups financial assets and liabilities and financial risk policies.It performs twice a year a review of the assets and liabilities

174、management by the Companys treasury,pensions and insurance departments with the Chief Financial Officer and the Head of Treasury,Pensions&Insurance being present.The Audit Committee reviews the financial performance and assesses the effectiveness of the internal and external audit processes as well

175、as the internal risk management organization and processes.It has oversight over the accuracy of the financial and non-financial reporting.It reviews reports on the Companys internal control,compliance and risk management processes.It has complete and unrestricted access to the Companys management,b

176、ooks and records and may obtain any information it requires from the appropriate services.Members of the Executive Board and other senior management,in particular the Heads of Group Accounting&Reporting,Internal Audit and Legal and Compliance,attend the Audit Committee meetings,except for certain in

177、 camera sessions.The Nomination Committee leads the succession planning for the Board of Directors.The Sustainability Committee reviews reports on measures that ensure the long-term sustainability of the Company in its economic,social and environmental dimension.It has oversight over the structure a

178、nd content of the ESG/sustainability reporting and monitors the Companys performance against selected external sustainability indexes.It oversees the Companys response to climate change,its human rights program and human capital management.Members of management,in particular the CEO,the Heads of Pub

179、lic Affairs and of Legal and Compliance,may attend the meetings.The Compensation Committee reviews the Companys compensation system and principles.The Head of Human Resources may attend the meetings,except when questions of compensation for Executive Board members are deliberated.Additional informat

180、ion and control instruments include the external auditors,Ernst&Young Ltd,auditors of Nestl S.A.and of the Consolidated Financial Statements of the Nestl Group,who conduct their audit in compliance with Swiss law and in accordance with Swiss Auditing Standards and International Standards on Auditing

181、,and the Nestl Internal Audit function.Nestl Internal Audit comprises an organization of one Center Team and eight regional units of auditors covering all the businesses(i.e.,head offices,factories,distribution centers and business units)worldwide,completing audit assignments on the basis of the ann

182、ual internal audit plan based on an independent risk assessment that is approved by the Audit Committee.The role of Nestl Internal Audit is to enhance and protect organizational value by providing risk-based and objective assurance,advice and insight,contributing to the continuous improvement of the

183、 Companys risk management and control systems.Nestl Internal Audit assesses the reliability of financial and operational information,the effectiveness of controls and processes for compliance with internal,legal,regulatory and statutory requirements.Findings are communicated in the form of an audit

184、report,which is shared with management and the Audit Committee.The Head of Nestl Internal Audit reports administratively to the Chief Financial Officer and has afunctional reporting line to the Chair of the Audit Committee.He reports at all the Audit Committee meetings,has direct access to the Chair

185、 of the Audit Committee and regularly meets with him for interim updates.The Audit Committee regularly receives a report on the results of the internal auditors work that is also provided to the Chair of the Board of Directors,Executive Board members and other stakeholders.It reviews and monitors ma

186、nagements responsiveness to internal audit findings and recommendations.In case of major findings,a follow-up audit is planned to ensure proper remediation.Group Risk Management provides assistance to all corporate entities with regard to risk management.Group Risk Services provides assistance to al

187、l corporate entities with regard to loss prevention,claims handling and insurance.Enterprise Risk Management(ERM)is a process applied across the Group,designed to identify potential events that may affect the Groups achievement of its strategic objectives and support the Group to ensure it acts in a

188、ccordance with external regulations and internal policies.It supports Nestls management to raise risk awareness and to anticipate emerging risks,as well as the process of identifying appropriate mitigation actions.The Nestl Group adopts a dual approach using“Top-Down”and“Bottom-Up”assessments.The“To

189、p-Down”assessment occurs annually and focuses on the Groups global risks.A“Bottom-Up”assessment occurs in parallel,resulting in the aggregation of individual assessments by all Markets,Regionally and Globally Managed Businesses.Additionally,Nestl engages with external stakeholders to better understa

190、nd the issues that are of most concern to them.For each issue,the materiality matrix(please refer to the degree of stakeholder concern and potential business impact.Corporate Governance Report 202320Board of DirectorsGroup ERM combines the output of the“Top-Down”assessment,the“Bottom-Up”assessments

191、and the external stakeholder assessments which is presented annually to the Executive Board.The Annual Risk Report is reviewed by the Audit Committee,and material risks are reviewed by the Board of Directors on an annual basis.For more information on the Nestl Group Enterprise Risk Management,please

192、 refer to page 50 of the Annual Review 2023.Group Compliance and other risk-and control-related functions provide additional guidance and oversight.Risk and compliance activities are coordinated through the Group Compliance Committee to ensure a holistic,entity-wide approach.The Audit Committee is p

193、rovided yearly with the Group Compliance Report,a comprehensive documentation of the Companys compliance framework,systems,activities and improvement actions pursued by the various functions.It includes a summary of the feedback received on the Groups integrity reporting system as well as the functi

194、onal third-party compliance audits(CARE).The Group Compliance Report is also reviewed by the Board of Directors.For more information on the Groups Governance and Compliance,please refer to pages 57 and 62 of the Annual Review 2023.Corporate Governance Report 202321Executive Board4.Executive Board4.1

195、 Members of the Executive Board(December 31,2023)NameYear of birthNationalityEducation/current functionUlf Mark Schneider1965German/USEconomics,Business Administration and Finance&AccountingCEO:Nestl S.A.Laurent Freixe1962FrenchBusiness AdministrationEVP&CEO:Zone Latin AmericaMarco Settembri1959Ital

196、ianBusiness AdministrationEVP&CEO:Zone EuropeFranois-Xavier Roger1962FrenchBusiness Administration and Finance&Accounting EVP:CFO(includes Finance and Control,Tax,Treasury,Investor Relations)Stefan Palzer1969GermanPhD-Professorships Process Engineering,Food Technology,Chemical Engineering;EconomicsE

197、VP:Chief Technology Officer:Innovation,Technology and R&DBatrice Guillaume-Grabisch1964FrenchBusiness AdministrationEVP:Group Human Resources&Business ServicesLeanne Geale1965CanadianLawEVP:Group General CounselBernard Meunier1960BelgianEconomicsEVP:Strategic Business Units,Marketing and SalesSteve

198、Presley1968USFinance&AccountingEVP&CEO:Zone North AmericaRemy Ejel1969French/LebaneseMarketing and ArtsEVP&CEO:Zone Asia,Oceania and AfricaDavid Zhang1971ChineseBusiness Administration and EconomicsEVP&CEO:Zone Greater ChinaStephanie Pullings Hart1972USChemical Engineering and Business Administratio

199、nEVP:OperationsGrgory Behar1969SwissMechanical Engineering and Business AdministrationDeputy EVP&CEO:Nestl Health ScienceSanjay Bahadur1959Swiss/IndianEconomics,Management ScienceDeputy EVP:Group Strategy and Business DevelopmentDavid Rennie1966BritishHistory and PoliticsDeputy EVP:Nestl Coffee Bran

200、dsLisa Gibby1969USPolitical Science and FrenchDeputy EVP:Chief Communications OfficerEVP:Executive Vice President;CEO:Chief Executive OfficerFor complete information,please refer to individual CVs on Governance Report 202322Executive Board4.2 Professional background and other activities and function

201、s(*)(*)Ulf Mark SchneiderPlease refer to point 3.2 above.Laurent FreixeLaurent Freixe joined Nestl France in 1986 as a sales representative and assumed increasing responsibility in the field of sales and marketing.In 1999,he became a member of the Management Committee and was nominated Head of the N

202、utrition Division.In 2003,Laurent Freixe became Market Head of Nestl Hungary.In January 2007,he was appointed Market Head of the Iberian Region with responsibility for Spain and Portugal.From November 2008 to October 2014,Laurent Freixe served as Executive Vice President in charge of Zone Europe.Eff

203、ective October 2014,he was appointed Executive VicePresident for Zone Americas.In 2022,he was appointed CEO of Zone Latin America.As a representative of Nestl,he is a member of the Board of Directors of Cereal Partners WorldwideS.A.,Switzerland,of the Regional Board of Directors of the Consumer Good

204、s Forum in Latin America,of FroneriLux Topco Srl,Luxembourg,and of the Executive Committee of the World Business Council for Sustainable Development.Since June 2019,he is Chairman of the Global Apprenticeship Network(GAN).Laurent Freixe has been named International Youth Ambassador by the Internatio

205、nal Youth Organization for Ibero-America.Marco SettembriMarco Settembri joined the Nestl Group with Nestl Italiana S.p.A.in1987 and was entrusted with various responsibilities,mainly in the PetCare area.He was appointed Managing Director of the Sanpellegrino water business in 2004 and largely contri

206、buted to the successful consolidation of the water activities in Italy and to the development of a strong export stream of the emblematic Italian brands.In 2006,he took over the position of Market Head in Italy in addition to his responsibility as Head of Nestl Waters Italy.In 2007,Marco Settembri w

207、as appointed CEO of Nestl Purina PetCare Europe.Effective December 2013,Marco Settembri was appointed to the Executive Board of NestlS.A.as Executive Vice President,Head of Nestl Waters of the Nestl Group.As of January 2017,Marco Settembri was appointed Executive Vice President in charge of Zone EME

208、NA(Europe,Middle East and North Africa).In 2022,he was appointed CEO of Zone Europe.As a representative of Nestl,he is a Board member of Lactalis Nestl Produits Frais S.A.S,France,and of Cereal Partners Worldwide S.A.,Switzerland.In addition,Marco Settembri is President of the Board of FoodDrinkEuro

209、pe and a member of the Association des Industries de Marque de lUnion Europenne(AIM)in Belgium.Franois-Xavier Roger In July2015,Franois-XavierRoger joined NestlS.A.as Executive Vice President and Chief Financial Officer.Franois-XavierRoger came to NestlS.A.from Takeda Pharmaceutical,Tokyo,where he w

210、as CFO since 2013.From 2008 to 2013,he was Chief Financial Officer of Millicom,based in Luxembourg.From 2000 to 2008,he worked as Chief Financial Officer for Danone Asia,followed by Head of Finance,Treasury and Taxfor the Danone Group based in Paris,France.Franois-Xavier Roger is a Board member of S

211、andoz Group AG and chairs its Audit,Risk and Compliance Committee.Stefan PalzerStefan Palzer studied Food Engineering and Economics(with focus on marketing).He obtained a PhD in Process Engineering from the Technical University of Munich,habilitated in Chemical Engineering and was appointed Professo

212、r for Food,Chemical and Process Engineering by the Universities of Hamburg,Stuttgart,Sheffield and Copenhagen.Stefan Palzer worked in production and quality assurance in the beverage industry before he joined the Nestl Group in 2000 in the Global Technology Centre for Food close to(*)Mandates and fu

213、nctions are listed in the following order:(1)mandates in listed companies,(2)mandates in non-listed companies,(3)mandates held at the request of Nestl or companies controlled by it,(4)mandates held in associations,charitable organizations,foundations,trusts and employee welfare foundations.(*)For in

214、formation on former members of the Executive Board see Governance Report 202323Executive BoardZurich,Switzerland.From 2003 to 2010,he held positions of increasing responsibility in R&D.In 2010,he took over the responsibility as managing director of the Product Technology Centre for Confectionery in

215、York,UK.From 2013 to 2016,Stefan Palzer was Innovation Manager in the Strategic Business Unit for Coffee and other Beverages.In 2016,he was appointed Global Head of Nestl Research located in Lausanne,Switzerland.In January 2018,Stefan Palzer joined the Executive Board of Nestl S.A.as Executive Vice

216、President and Chief Technology Officer;Head of Innovation,Technology and R&D.In addition,he is Vice President of the Swiss Food&Nutrition Valley,a member of several University Councils and Advisory Boards and member of the Executive Board of the European Academy of Food Engineering.Until 2018,Stefan

217、 Palzer was Chairman of the Board of the European Masters in Food Studies.Batrice Guillaume-GrabischBatrice Guillaume-Grabisch joined Nestl in 2013 as Vice President,Regional Manager of Zone EMENA based in Vevey,Switzerland.She served as CEO of Nestl Germany AG from 2015 to 2018.Before joining Nestl

218、,she held various leadership roles at Colgate,Beiersdorf,Johnson&Johnson and“LOralParis”in Germany.She headed the LOral Consumer Division in Switzerland between 2004 and 2006.From 2006 to 2010,she was President of The Coca-Cola Company in Germany.In 2010,she became the CEO of Zurich-based Beverage P

219、artners Worldwide,a former joint venture between Nestl and Coca-Cola.Effective January 2019,Batrice Guillaume-Grabisch was appointed Executive Vice President in charge of Group Human Resources&Business Services.As a representative of Nestl,she is a Board member of LOral S.A.,France,and a member of i

220、ts audit committee.Leanne GealeLeanne Geale joined Nestl S.A.in August 2019 as Executive Vice President and General Counsel,Corporate Governance&Compliance.In her role,Leanne Geale oversees the legal and compliance function.From 2014 to 2019,Leanne Geale was Chief Ethics&Compliance Officer for Royal

221、 Dutch Shell plc.Former positions at Shell include Associate General Counsel,Heavy Oil and Head of Legal for Shell Canada from 2011 to 2014,Shell Legal Services Coordinator for Royal Dutch Shell plc and its subsidiaries from 2006 to 2011,as well as Senior Solicitor and successively Associate General

222、 Counsel,Oil Products from 2003 to 2006.Prior to her functions at Shell,she was a Senior Counsel for the Royal Bank of Canada,Senior Counsel and Assistant Secretary for Rio Algom Limited,as well as Counsel for AlcanAluminium Limited in Canada.Leanne Geale is a member of the Board of Holcim Ltd.,a me

223、mber of the Management Board of the CEELI Institute,o.p.s,Prague,Czech Republic,and Treasurer of the Swiss-American Chamber of Commerce.Bernard MeunierBernard Meunier joined the Nestl Group in October 1985 as Product Manager Beverages with Nestl Belgilux in Belgium.In 1989,he embarked on an internat

224、ional career with a first step at Nestl Headquarters Vevey with the Coffee&Beverages SBU.He then moved on to various assignments where he successfully held marketing,commercial and general management responsibilities,including Market Head in Hungary,the Russia&Eurasia region,the Iberia region and,fr

225、om 2013 to 2021,Head of Nestl Purina PetCare EMENA.Effective March 2021,Bernard Meunier was appointed to the Executive Board of Nestl S.A.as Executive Vice President with responsibility for the Strategic Business Units,Marketing and Sales.As a representative of Nestl,he is Co-Chairman of Cereal Part

226、ners Worldwide,Switzerland.Corporate Governance Report 202324Executive BoardSteve PresleySteve Presley started his career with Nestl in 1997 as a controller for the beverage factory in Suffolk,Virginia.He held various roles within the Beverage Division,including Vice President of Finance and Vice Pr

227、esident/General Manager of Premium Ready-to-Drink Beverages.In 2009,Steve Presley was named President of Nestl Business Services,and in 2013 he was appointed Chief Financial Officer for Nestl USA.In 2016,his role was expanded to include leading Nestl USAs strategic transformation.In 2018,Steve Presl

228、ey was appointed Chairman and CEO of Nestl USA.Effective January 2022,he joined the Nestl S.A.Executive Board as Executive Vice President and CEO of Zone North America.Steve Presley is a director of the Board of Food Marketing Institute,USA,and a member of the CEO Roundtable of the American Heart As

229、sociation.Remy EjelRemy Ejel joined Nestl in Saudi Arabia in 1998 and held various executive positions in different Markets and countries over the years.In 2007,he assumed the role of Assistant Regional Manager in Zone Asia Oceania and Africa(AOA)at Nestl Headquarters in Switzerland,supporting all A

230、frican countries for four years,before returning to the Middle East as Business Executive Officer Confectionery.He was appointed Country Manager for Saudi Arabia in 2013.In 2016,Remy Ejel was appointed Chairman and CEO for the Southern African Region,where he led the successful development of the bu

231、siness and became Chairman and CEO of the Central West African Region in 2018.In 2020,he was appointed Chairman and CEO of Nestl Middle East&North Africa.Effective January 2022,Remy Ejel was appointed to the Executive Board of Nestl S.A.as Executive Vice President and CEO of Zone Asia,Oceania and Af

232、rica.David ZhangBefore joining Nestl,David Zhang worked in the pharmaceutical and FMCG industry for nearly 20 years,for Carrier Air Conditioner,Yusai Cosmetics,Wyeth and others.In 2012,David Zhang joined Nestl as Senior Operation Director of Wyeth Nutrition China,and he served as Vice President of G

233、rocery Retail Sales of Nestl Greater China Region in 2015 and 2016.From 2017 to 2021,he held the position of Chief Executive Officer of Shanghai Totole Food Ltd.In 2021,he was appointed Business Executive Officer for Food of Nestl Greater China Region.Effective January 2022,David Zhang joined the Ne

234、stl S.A.Executive Board as Executive Vice President and CEO of Zone Greater China.As a representative of Nestl,David Zhang is a board member of Sichuan Haoji Food Co.Ltd.,China.Stephanie Pullings HartStephanie Pullings Hart joined Nestl in 1995 and has held various roles in manufacturing,factory man

235、agement,supply chain,R&D,and learning and development,moving between the Markets and the Headquarter.She first worked in Nestls PetCare division in the USA,as Engineer and Operations Manager and successively as a Factory Manager.In 2007,she was appointed as Program Director for Nestl Headquarters.Sh

236、e returned to the North American Market in 2010 before relocating to Nestl Oceania,where she took on the positions of Executive Director of Technical and Production and Vice President of Operations,respectively.In 2016,Stephanie Pullings Hart was appointed as Vice President of Manufacturing at Nestl

237、 USA.Following several years in executive roles outside Nestl,as Senior Vice President Global Operations for Beyond Meat and for Warby Parker,she rejoined Nestl as Deputy Head of Operations in July 2023.She was appointed Executive Vice President of Nestl S.A.and Head of Operations effective November

238、 1,2023.Stephanie Pullings Hart is a Board member of TraceLink,Inc.USA.Corporate Governance Report 202325Executive BoardGrgory BeharGrgory(Greg)Behar joined NestlS.A.in 2014 as CEO of Nestl Health Science.Greg Behar came to NestlS.A.from Boehringer Ingelheim Pharmaceuticals Inc.,USA,where he was Pre

239、sident and CEO since 2011.From 2010 to July 2011,GregBehar was Corporate Vice President Region NECAR (North European Union,Canada and Australasia)for Boehringer-IngelheimGmbH and was its Corporate Vice President of the Cardiovascular and Metabolism Franchise from 2009 to 2010.Furthermore,GregBehar h

240、eld previous roles at Bula&Fils,Nestl and Novartis Pharma.In January 2017,he was appointed to the Executive Board of Nestl S.A.Greg Behar serves on the Board of Sonova AG,Switzerland.He represents Nestl S.A.on the Boards of various companies in which Nestl S.A.holds investments,including Seres Thera

241、peutics Inc.,USA,and Amazentis SA,Switzerland.Sanjay BahadurSanjay Bahadur joined Nestl in June 1982 as a Management Trainee in India,before being promoted as Financial Analyst and Management Accountant.In 1991,he joined Nestl in Switzerland as Operations Controller.During the period 1994 to 2008,he

242、 held the position of Chief Financial Officer in Hong Kong,Turkey and the Greater China Region,respectively.In 2008,Sanjay Bahadur was transferred to Nestl Headquarters Vevey,Switzerland,as Head of Acquisitions and Business Development.Effective January 2020,he was appointed Deputy Executive Vice Pr

243、esident of Nestl S.A.in charge of Group Strategy and Business Development.As a representative of Nestl,Sanjay Bahadur is a member of the Board of Froneri Lux Topco Srl,Luxembourg.Sanjay Bahadur serves on the Advisory Board of the Imperial College Business School,London,UK.David RennieDavid Rennie jo

244、ined the Nestl Group in 2005 as Marketing Director for Nestl Confectionery in the UK and Ireland.He came to Nestl from Procter and Gamble,where he held a number of leadership roles at local,regional and global level over a sixteen-year period from 1989 to 2005.From 2009 until 2012,David Rennie was M

245、anaging Director,Nestl Confectionery,UK&Ireland.From 2012 to 2014,he held the position of Vice President,Regional Manager Zone Europe Nestl S.A.During the period 2014 to 2018,he was Senior Vice President,Europe of SC Johnson.In 2018,David Rennie was appointed Senior Vice President,Head of Beverage S

246、trategic Business Unit,Nestl S.A.As of January 2020,David Rennie was appointed Deputy Executive Vice President,Head of Nestl Coffee Brands.Effective March 2021,he was appointed to the Executive Board of Nestl S.A.as Deputy Executive Vice President,Head of Nestl Coffee Brands and Chairman of Nespress

247、o.Lisa GibbyLisa Gibby joined Nestl USA in 2014 as Vice President,Head of US Corporate Communications.She served as Senior Vice President Nestl S.A.,Head of Global Corporate Communications from 2020 to 2022.In January 2023,Lisa Gibby joined the Executive Board of Nestl S.A.as Deputy Executive Vice P

248、resident and Chief Communications Officer.Prior to Nestl,Lisa Gibby served as Director of Global Communications of The ONE Campaign(2012-2014),an anti-poverty advocacy organization co-founded by activist and philanthropist,Bono.Previously,she founded LKG Communications in 2008,providing a broad rang

249、e of communication services to corporations,advocacy organizations and PR agencies.Her communications background over three decades includes roles as Vice President of Corporate Communications for AOL,between 1999 and 2008;Manager,Corporate Communications for Home Box Office(HBO)from 1995 to 1999 an

250、d Senior Account Executive of Robinson,Lerer&Montgomery/Bozell PR from 1993 to 1995,all in the USA.Corporate Governance Report 202326Executive BoardCompensation,shareholdings and loans4.3 Mandates outside Nestl Pursuant to art.21sexies of the Articles of Association,no member of the Executive Board

251、may hold more than twoadditional mandates in listed companies and fouradditional mandates in non-listed companies.Each of these mandates is subject to specific approval by the Board of Directors.The following mandates are not subject to these limitations:mandates in companies which are controlled by

252、 Nestl;mandates which a member of the Executive Board holds at the request of Nestl or companies controlled by it.Nomember of the Executive Board shall hold more than 10 such mandates;and mandates in associations,charitable organizations,foundations,trusts and employee welfare foundations.Nomember o

253、f the Executive Board shall hold more than 10 such mandates.Mandates shall mean mandates in the supreme governing body of a legal entity which is required to be registered in the commercial register or a comparable foreign register.Mandates in different legal entities which are under joint control a

254、re deemed one mandate.The Board of Directors has promulgated regulations that determine additional restrictions.All members of the Executive Board comply with the provisions set out in art.21sexies of the Articles of Association.Mandates held in other undertakings with commercial objectives are disc

255、losed in our Compensation Report(see pages 42 and 56).4.4 Management contracts There are no management contracts with third parties atNestl.5.Compensation,shareholdings and loansPlease refer to the Compensation Report 2023,page 33.Corporate Governance Report 202327Shareholders participation6.Shareho

256、lders participation rights6.1 Voting rights restrictions and representation 6.1.1.Voting rights restrictions and rules on granting exceptions and6.1.3 Reasons for granting exceptions in the year under review Each share registered with the right to vote entitles the holder to one vote at General Meet

257、ings(“one share,one vote”).Only persons entered in the share register as shareholders with voting rights may exercise the voting rights or the other rights related thereto(art.5 par.2 of the Articles of Association).No person may exercise,directly or indirectly,voting rights,with respect to own shar

258、es or shares represented by proxy,in excess of 5%of the share capital as recorded in the commercial register.Legal entities that are linked to one another through capital,voting rights,management or in any other manner,as well as all natural persons or legal entities achieving an understanding or fo

259、rming a syndicate or otherwise acting in concert to circumvent such a limit,shall be counted as one shareholder(art.11 par.2 of the Articles of Association;see art.11 par.3 of the Articles of Association for exceptions to this voting restriction).To permit the exercise of voting rights in respect of

260、 shares held by nominees,in line with art.11 par.4 of the Articles of Association,the Board of Directors may by means of regulations or agreements depart from the limit of 5%of the share capital as recorded in the commercial register(art.5 par.6 andpar.9 of the Articles of Association).The Board of

261、Directors has granted exceptions to vote shares that in aggregate are in excess of 5%of the share capital to the following Nominees N:Chase Nominees Ltd.,London,and Citibank N.A.,London,as depositary for shares represented by American Depositary Receipts(please refer to point2.6.3).Pursuant to art.5

262、 par.9 and 11 par.4 of the Articles of Association,the Board of Directors has conferred to UBSAG and Credit Suisse AG(a subsidiary of UBS)as custodians the right to vote shares in excess of 5%on the basis of specific instructions provided by their clients for General Meetings.6.1.4 Procedure and con

263、ditions for abolishing voting rights restrictions in the Articles of AssociationA resolution to amend the provisions of the Articles of Association relating to:(i)restrictions on the exercise of voting rights and the change or removal of such restrictions,or(ii)the limitation on registration or the

264、limitation on voting rights and the change or removal of such limitations requires a majority of two-thirds of the shares represented and the absolute majority of the nominal value represented at the General Meeting(art.13 of the Articles of Association).See also art.11 par.4 of the Articles of Asso

265、ciation.6.1.5 Rules on participation in the General Meeting of shareholdersThere are no restrictions to the legal regime set out by Swiss law in the Articles of Association.Shareholders with voting rights may have their shares represented by the proxy of their choice.6.1.6 Rules on instructions to t

266、he Independent Representative and on the electronic participation in the General Meeting of shareholdersThe legal regime set out by Swiss law applies to instructions in written or electronic form to the Independent Representative for participation in the General Meeting of shareholders.There are no

267、specific provisions related thereto in the Articles of Association.6.2 Quorums required by the Articles of AssociationPlease refer to art.13 of the Articles of Association.6.3 Convocation of the General Meeting of shareholdersNestlS.A.statutory rules(art.7 to 9 of the Articles of Association)do not

268、differ from applicable legal provisions.An Extraordinary General Meeting requested by one or more shareholders whose combined holdings represent at least 5%of the share capital as recorded in the commercial register or the votes must be held as promptly as practicable following such request(art.8 pa

269、r.2 of the Articles of Association).Corporate Governance Report 202328Change of control and defence measuresShareholders participation6.4 Inclusion of items on the agendaOne or more shareholders with voting rights whose combined holdings represent at least 0.15%of the share capital as recorded in th

270、e commercial register or the votes may request that an item,or a proposal relating to an item,be included in the agenda of the General Meeting by making the request in writing to the Board of Directors at the latest 45days before the meeting and specifying the agenda items and the proposals made(art

271、.9 par.2 and par.3 of the Articles of Association).6.5 Entries in the share registerThe relevant date to determine the shareholders right to participate in the General Meeting on the basis of the registrations appearing in the share register is set by the Board of Directors.7.Change of control and d

272、efence measures7.1 Duty to make an offerNestlS.A.does not have a provision on opting out or opting up in the Articles of Association.Thus,the provisions regarding the legally prescribed threshold of 33 3%of the voting rights for making a public takeover offer set out in art.135 of the Swiss Financia

273、l Market Infrastructure Act are applicable.7.2 Clauses on change of controlThere are no such agreements.Corporate Governance Report 202329Auditors8.Auditors8.1 Duration of the mandate and term of office of the lead auditorEY were first appointed on April 23,2020,as auditors of Nestl S.A.On April 20,

274、2023,EY were appointed as auditors of the Financial Statements of Nestl S.A.and the Consolidated Financial Statements of Nestl Group for the financial year 2023.The audit report is signed jointly by two EY partners on behalf of EY.2020 was the first year that Jeanne Boillet,in her capacity as lead a

275、uditor,signed the Financial Statements of NestlS.A.and the Consolidated Financial Statements of the Nestl Group.The lead auditor is rotated every seven years in accordance with Swiss law.8.2 Auditing feesThe auditing fees paid to EY in their capacity as Group auditors for 2023 amount to CHF36.1 mill

276、ion including fees for services related to the review of Environmental,Social and Governance(ESG)information.8.3 Additional feesIn addition,EY provided non-audit services amounting to CHF9.4million,including CHF 6.1 million for tax services,CHF 1.2 million for IS/IT advisory support,CHF 0.6 million

277、for mergers and disposals services,and CHF1.5million for other various non-audit services.8.4 Information instruments pertaining to the external audit EY presents to the Audit Committee a detailed report on the conduct of the Financial Statements audit,the findings on significant financial accountin

278、g and reporting issues together with the findings on the internal control system,as well as an overview of issues found during the interim audit.In 2023,EY participated in four Audit Committee meetings,including sessions with the Audit Committee without the Groups management being present.The Audit

279、Committee assesses the effectiveness of the work of the auditors in accordance with Swiss law,based on their understanding of the Groups business,control,accounting and reporting issues,together with the way in which matters significant at Group level or in the statutory accounts are identified and

280、resolved.The Audit Committee is also informed on the work of the auditors through regular briefings of its Chair.Audit fees are ultimately approved by the Audit Committee.The Group and EY have agreed on clear guidelines for non-audit services which are permitted for EY to provide.These services incl

281、ude sell-side and carve-out support on disposals and certain tax and business risk assurance and IT advisory support.These guidelines ensure EYs independence in their capacity as auditors to the Group.EY monitors its independence throughout the year and confirms its independence to the Audit Committ

282、ee annually.Corporate Governance Report 202330Information policy9.Information policy Investor Relations guiding principlesNestl is committed to open and consistent communication with shareholders and other interested parties.The objective is to ensure that the perception of those parties about the h

283、istorical record,current performance and future prospects of Nestl is in line with managements understanding of the actual situation at Nestl.The guiding principles of this policy are that Nestl gives equal treatment to shareholders in equal situations,that any price-sensitive information is publish

284、ed in a timely fashion,and that information is provided in a format that is as full,simple,transparent and consistent as possible.Methodology Each year,Nestl produces a detailed Annual Report,which consists of i)the Annual Review,ii)the Consolidated Financial Statements of the Nestl Group,iii)the Fi

285、nancial Statements of Nestl S.A.,iv)the Corporate Governance Report,and v)the Compensation Report.The Consolidated Financial Statements are prepared according to the IFRS Accounting Standards.The Half-Year Report,consisting of the Half-Year Income Statement,Balance Sheet and Cash Flow Statement,comp

286、lements the Annual Report.The Company also annually issues its Creating Shared Value and Sustainability Report,which includes reporting on non-financial matters in accordance with the Swiss Code of Obligations.Nestl publishes its Financial Statements for the full-year and the half-year.Additionally,

287、the Company publishes its sales figures for the first three months and nine months.Press releases accompany the financial results and sales announcements,and are also issued at the time of potentially price-sensitive events,such as significant acquisitions and divestments,joint venture agreements or

288、 alliances.These communications are publicly available on the internet.Major announcements,such as results of corporate activity and investor seminars,are accompanied by a presentation broadcast“live”on the internet.Furthermore,Nestl has an active investor relations(IR)program.Throughout the year,IR

289、 engages with investors(current or prospective)and relevant sell-side analysts in virtual and in-person meetings,conference calls,roadshows,broker conferences,or other events.In certain cases,members of management might also participate in some meetings with the financial community,including group a

290、nd one-to-one meetings.Topics of discussion may include recently announced financial results,recent corporate activity,or the longer-term strategy of the Group;they are not an occasion for the disclosure of new information which might encourage investment decisions.Specifically on governance topics,

291、the Company engages in an active dialogue with investors through regular Chairmans Roundtables,surveys,and bilateral exchanges,which are reported to the Chairs and Corporate Governance Committee or the Board.The Company uses its website( ensure rapid and equitable distribution of information.There a

292、re also links to non-financial information that may be of interest to investors,including areas such as the environment,sustainability,and news about brands and innovation.A corporate calendar of relevant dates is displayed on page63 of the Annual Review 2023 and available on the IR events pages( Ne

293、stl Investor Relations Department can be contacted via the following coordinates:Contact Investor Relations NestlS.A.,Avenue Nestl 55 1800 Vevey(Switzerland)Tel.:+41(0)21 924 35 09 E-mail:Corporate Governance Report 202331Close Periods10.Close PeriodsThe Nestl Policy on Inside Information foresees t

294、he following Close Periods,during which trading in Nestl S.A.shares and other Nestl securities is not allowed:January 1 up to and including the trading day of the public announcement of the annual results;April 1 up to and including the trading day of the public announcement of the sales figures of

295、the Nestl Group for the first three months;July 1 up to and including the trading day of the public announcement of the half-yearly results;and October 1 up to and including the trading day of the public announcement of the sales figures for the first nine months.The Close Periods cover the members

296、of the Board of Directors and Executive Board of Nestl S.A.,as well as relevant employees of departments at the Headquarter who have access to privileged information related to the preparation and communication of the full-year and interim financial statements.In addition,they cover relevant employe

297、es in Globally Managed Businesses and Key Markets of the Nestl Group who have access to such information.No exceptions are granted.Corporate Governance Report 202332General Organization of NestlS.A.at December 31,2023Human Resources&Business ServicesBatrice Guillaume-GrabischZone AOA:Asia,Oceania an

298、d AfricaRemy EjelNestl Health ScienceGreg BeharFinance&ControlFranois-Xavier RogerZone EUR:EuropeMarco SettembriChairmanPaul BulckeGroup General CounselLeanne GealeZone GC:Greater ChinaDavid ZhangStrategic Business Units,Marketing and SalesBernard MeunierInnovation Technology and R&DStefan PalzerZon

299、e NA:North AmericaSteve PresleyChief Executive OfficerUlf Mark SchneiderSecretary to the BoardDavid FrickGroup Strategy and Business DevelopmentSanjay BahadurNestl Coffee Brands GroupDavid RennieOperationsStephanie Pullings HartCorporate CommunicationsLisa Gibby Zone LATAM:Latin AmericaLaurent Freix

300、eExecutive BoardUlf Mark SchneiderLaurent FreixeMarco SettembriFranois-Xavier RogerStefan PalzerBatrice Guillaume-GrabischLeanne GealeBernard MeunierSteve PresleyRemy EjelDavid ZhangStephanie Pullings HartGreg BeharSanjay BahadurDavid RennieLisa Gibby Compensation Report 2023 Compensation Report 202

301、33334Compensation Report 2023Compensation Report 2023IntroductionThe future success of Nestl is dependent on its ability to attract,motivate and retain the right talented employees.Among the various programs to support this ambition is acompetitive remuneration policy.Nestl believes in aperformance

302、culture as well as good corporate governance and corporate social responsibility.Therefore,remuneration at Nestl is based on the following principles:pay for performance to support the Companys short-term and long-term objectives;compensation aligned with long-term Group strategy and shareholders in

303、terests;coherence in our remuneration plans and levels throughout the Company;competitiveness versus external market comparisons;appropriate balance of fixed and variable remuneration and short-term and long-term rewards.This Compensation Report shall be submitted to the advisory vote of the shareho

304、lders at the Annual General Meeting 2024.At the 2023 Annual General Meeting,shareholders approved the total compensation budgets for the Board of Directors and the Executive Board with large majorities.To ensure complete accountability,the shareholders will be able to retrospectively vote on the Com

305、pensation Report and payouts in a consultative vote.Changes to compensationFor 2023,we have added an ESG-related KPI as a fourth performance metric in the Long-Term Incentive Plan for 20%of its grant value and increased the disclosure on the target achievements under our short-and long-term incentiv

306、e plans.35Compensation Report 2023Compensation Report 2023GovernanceThe Board of Directors has the overall responsibility for defining the compensation principles used in the Group.Pursuant to art.21bis of Nestl S.A.s Articles of Association(*),the total compensation of the Board of Directors and th

307、e Executive Board is subject to approval by the shareholders,upon proposal by the Board of Directors.As of December 31,2023,the governance for setting the compensation of the members of the Board of Directors and the Executive Board is defined as follows:Compensation ofRecommended byApproved byBoard

308、 of Directors as a wholeBoard of DirectorsShareholdersExecutive Board as a wholeBoard of DirectorsShareholdersChair of the Board,CEOCompensation CommitteeBoard of Directors(a)Non-executive members of the Board of DirectorsCompensation CommitteeBoard of Directors(b)Members of the Executive BoardCEO t

309、ogether with ChairCompensation Committee(c)(a)Chair as well as CEO not voting on own compensation,and not participating in the relevant meetings.(b)Members not voting on own compensation to the extent that Committee fees are concerned.(c)Executive Board members not participating in the relevant meet

310、ings.Compensation Committee(CC)The CC is governed by the Compensation Committee Charter(see point 3.5.2 in the Corporate Governance section).The Committee consists of the Chair,who is an independent and non-executive member of the Board.The other members shall be aminimum of three other non-executiv

311、e members of the Board.The members of the CC have been elected by the shareholders for one year.The Chair was appointed by the Board of Directors.On December 31,2023,the composition of the CC is as follows:ChairMembersPablo IslaPatrick AebischerDick BoerDinesh PaliwalThe tasks and areas of responsib

312、ility of the CC are described on page14 of the Corporate Governance Report 2023.(*)Nestl S.A.s Articles of Association can be found on page 61 and at Report 2023Compensation Report 2023Board of DirectorsPrinciples of compensation for the members of the Board of DirectorsGovernancePursuant to art.21b

313、is par.1 of Nestl S.A.s Articles of Association,the General Meeting shall approve annually the proposal of the Board of Directors in relation to the maximum aggregate amount of the compensation of the Board of Directors for the period until the next Annual General Meeting(a).In the event the General

314、 Meeting has not approved a proposal of the Board of Directors,the Board of Directors shall determine the respective maximum aggregate amount or maximum partial amounts of compensation provided that:a)the Board of Directors takes into account(i)the proposed maximum aggregate amount of compensation;(

315、ii)the decision of the General Meeting and,to the extent known to the Board of Directors,the main reasons for the negative vote;and(iii)Nestls compensation principles;andb)the Board of Directors submits the amount(s)so determined for approval by the same General Meeting,a subsequent Extraordinary Ge

316、neral Meeting or the next Annual General Meeting(art.21bis par.2 of the Articles of Association).The compensation of the members of the Board of Directors is subject to“claw back”rules in accordance with art.678 of the Swiss Code of Obligations.Members of the Board of Directors could be obligated to

317、 return benefits received from the Company to the extent that these are manifestly disproportionate to the performance rendered in return and to the Companys economic situation(including as a result of fraud or accounting misstatement).PrinciplesThe remuneration of the members of the Board of Direct

318、ors is set to attract and retain highly qualified individuals to serve on the Board of Directors.The level of remuneration reflects the time and effort required from the members in fulfilling their Board and Committee responsibilities.The pay structure(cash and blocked shares)is designed to ensure t

319、he Boards focus on the long-term success of the Company.There is no variable compensation for non-executive members of the Board of Directors,in order to ensure aproper level of independence.The principal benchmark used to define Board remuneration is a selection of large Swiss Market Index(SMI)comp

320、anies(b),adjusted for the size of Nestl.These figures are periodically reviewed against this benchmark.Compensation 2023 for the members of the Board of DirectorsBoard membership fees and allowancesWith the exception of the Chair and the CEO,each member of the Board of Directors receives a Board mem

321、bership fee of CHF280000 and an Expense Allowance of CHF15000.These figures have remained unchanged since 2006.(a)The Board of Directors may submit for approval by the General Meeting deviating or additional proposals relating to the same or different periods.(b)Novartis,Roche,Richemont,ABB,UBS and

322、Credit Suisse.37Compensation Report 2023Compensation Report 2023Members of a Board Committee receive the following additional fees(a):ChairMembersChairs and Corporate Governance CommitteeCHF 300 000CHF200 000Compensation CommitteeCHF 150 000CHF 70 000Nomination CommitteeCHF 150 000CHF 70 000Sustaina

323、bility CommitteeCHF 150 000CHF 70 000Audit CommitteeCHF 150 000CHF100 000(a)The Chair and the CEO Committee fees are included in their total remuneration.Committee membership on December 31,2023Chairs and Corporate Governance CommitteeCompensation CommitteeNomination CommitteeSustainability Committe

324、eAudit CommitteePaul Bulcke,Chairman(Chair)Ulf Mark Schneider,Chief Executive OfficerHenri de Castries,Vice-Chairman,Lead Independent Director (Chair)Pablo Isla(Chair)Renato Fassbind(Chair)Patrick AebischerKimberly A.RossDick BoerDinesh PaliwalHanne Jimenez de Mora(Chair)Lindiwe M.SibandaChris Leong

325、Luca MaestriRainer BlairMarie-Gabrielle Ineichen-FleischThe above fees and allowances cover the period between the Annual General Meeting 2023 and the Annual General Meeting 2024.They are paid in two instalments in arrears.Board membership and Committee fees are paid 50%in cash and 50%in NestlS.A.sh

326、ares,which are subject to a three-year blocking period.The blocking period remains applicable upon termination of the mandate.The number of NestlS.A.shares is determined by taking the closing price of the share on the SIX Swiss Exchange on the ex-dividend date of the respective financial year.Eva Ch

327、eng did not stand for re-election at the Annual General Meeting on April 20,2023,and left the Board of Directors.38Compensation Report 2023Compensation Report 2023Compensation payout 2023At the Annual General Meeting of April 20,2023,the shareholders approved a maximum compensation for the Board of

328、Directors of CHF 10.5 million for the period from the Annual General Meeting 2023 to the Annual General Meeting 2024.The total actual compensation pay-out for this period including social security contributions is CHF 10 062 205.Summary of compensation 2023*Cash in CHF(a)Market value of shares in CH

329、F(b)Total Cash&SharesSocial security&addit.Fees(c)Total CompensationPaul Bulcke,Chairman 3 500 000 3 500 000 29 400 3 529 400 Ulf Mark Schneider,Chief Executive Officer(d)Henri de Castries,Vice Chairman,Lead Independent Director380 000 365 000 745 000 29 400 774 400 Renato Fassbind330 000 315 000 64

330、5 000 29 400 674 400 Patrick Aebischer 190 000 175 000 365 000 42 695 407 695 Pablo Isla330 000 315 000 645 000 29 400 674 400 Kimberly A.Ross205 000 190 000 395 000 395 000 Dick Boer225 000 210 000 435 000 435 000 Dinesh Paliwal225 000 210 000 435 000 19 806 454 806 Hanne Jimenez de Mora330 000 315

331、 000 645 000 29 400 674 400 Lindiwe M.Sibanda190 000 175 000 365 000 43 886 408 886 Chris Leong190 000 175 000 365 000 18 886 383 886 Luca Maestri205 000 190 000 395 000 20 365 415 365 Rainer Blair155 000 140 000 295 000 15 435 310 435 Marie-Gabrielle Ineichen-Fleisch190 000 175 000 365 000 18 886 3

332、83 886 Total for 20233 145 000 6 450 000 9 595 000 326 959 9 921 959*The above table shows the annual compensation due covering the twelve-month period starting with the Annual General Meeting.(a)The cash amount includes the expense allowance of CHF15 000.The Chairman receives no expense allowance.(

333、b)The Board is paid in arrears(25%in October 2023 and 75%in April 2024).The NestlS.A.shares equivalent to 50%of the annual remuneration will be delivered at the end of the Board year in April 2024.They will be valued at the closing price of the share on the SIX Swiss Exchange on the ex-dividend date 2024.The actual number of shares delivered will be published in the Compensation Report 2024.In 202