Committees of the Board of Directors
The Chairman of the Board of Directors and the Board of Directors are assisted in their work by three committees: the Audit Committee, the Compensation & Nomination Committee and the Corporate Sustainability Committee. The Board of Directors may decide at any time – by a majority decision – to set up further committees. Until that time, all other tasks of the Board of Directors will be performed by the whole Board of Directors. The committees meet upon the invitation by their chairman as often as business requires, usually immediately before or after an ordinary meeting of the Board of Directors. Otherwise, the rules applicable to the Board of Directors apply mutatis mutandis to the meetings of the committees.
The Audit Committee consists of at least three non-executive and independent members of the Board of Directors. Of these, at least two must possess substantial experience in finance and accounting. The members of the Audit Committee are appointed by the Board of Directors. The CFO has a consultative vote in the committee. As of December 31, 2021, members of the committee were: Dr Thomas Rinderknecht (Chairman), Antonio Bulgheroni, and Dkfm Elisabeth Gürtler. The members of the committee possess sufficient experience and professional knowledge in the areas of finance and risk management to enable them to perform their tasks effectively.
The Audit Committee supports the Board of Directors in its function of strategic supervision, particularly with respect to the main areas of audit, completeness of the financial statements/audit findings, compliance with statutory requirements and the services of external auditors. In addition, the committee assesses financial reporting expediency and effectiveness of the internal control systems and ensures ongoing communication with the external auditors. It also constantly scrutinizes the Group’s risk management principles and appropriateness of risks taken, especially in the areas of investments, currencies, raw-material procurement, and liquidity.
The Audit Committee makes recommendations to the Board of Directors for important decisions in the areas discussed above, such as approval of risk management principles, adoption of the annual financial statements or proposals for the appointment of the statutory auditors. The committee itself has, except for the enactment and amendments of the Group Approval Policy, no decision-making powers. It may, however, decide independently to entrust the auditors with special assignments and approve the fee budget for audit tasks submitted by the external auditors.
The committee meets as often as business requires, but at least four times a year. In the year under review, four regularly scheduled meetings were held, whereby all members attended these meetings. The meetings generally lasted around one hour, with members of Group Management regularly attending. Auditors attended one meeting of the Audit Committee. Auditors’ direct access to the Audit Committee is guaranteed at all times. No external consultants took part in meetings of the Audit Committee.
Compensation & Nomination Committee
The Compensation & Nomination Committee generally consists of three and of a maximum of five members of the Board of Directors, the majority of whom shall be non-executive and independent, each of whom is elected by the General Meeting for a term of office of one year until the end of the next ordinary General Meeting. As of December 31, 2021, Committee members were: Dr Rudolf K. Sprüngli (Chairman), Antonio Bulgheroni, and Silvio Denz.
Corporate Sustainability Committee
The Corporate Sustainability Committee generally consists of three members of the Board of Directors. These may be both executive and non-executive members of the Board. The members of the Corporate Sustainability Committee are appointed by the Board of Directors. As of December 31, 2021, Committee members were: Dr Rudolf K. Sprüngli (Chairman), Silvio Denz, and Ernst Tanner.
The Corporate Sustainability Committee supports the Board of Directors in setting the strategic direction for company activities, while aiming for comprehensive sustainable management. It has decision-making power in connection with the definition of the sustainability strategy, monitors its implementation and approves global sustainability targets. It is also responsible for the development and adaption of all globally valid corporate policies in this area and monitors compliance. It is also responsible for approving the annual Sustainability Report of Lindt & Sprüngli Group. The Corporate Sustainability Committee meets as often as business requires, but at least once a year. One regularly convened meeting took place in the year under review and lasted about one hour. The CEO, the CFO and the whole Board of Directors attended this meeting. No external consultants were present at this meeting.
The Sustainability Executive Team, under the lead of the CFO, is an important complement to the Corporate Sustainability Committee. It is a quarterly convened cross-functional committee, in which Corporate Sustainability, HR, Marketing, Legal, Research & Development/Quality Assurance, Operations, Procurement and Corporate Communications are represented. The Sustainability Executive Team plans, coordinates and supervises the execution of the sustainability strategy in the respective departments of the Group.