Annual Report 2022

Number of activities permitted outside the Group

The number of mandates in senior managing bodies and boards of directors of legal entities outside the Group – which are to be entered in the Swiss commercial register or in a comparable foreign register – is according to Article 19, subsection 3 item 1 of the Articles of Association restricted for the members of the Board of Directors to four mandates in listed companies, ten mandates in non-listed companies, and 15 mandates in other legal entities, such as foundations and associations. Any new mandates of members of the Board of Directors in companies outside the Lindt & Sprüngli Group require the prior approval of the Chairman of the Board of Directors and the chair of the Compensation & Nomination Committee in accordance with article 10.12 of the Organizational Regulations. Where mandates are assumed in different legal entities of one corporate group, or at the behest of one corporate group, these are accounted in the aggregate as a single mandate but may not exceed 40 mandates in total. These limits may be exceeded temporarily, but in any case not by more than one mandate per category. Members of the Board of Directors may not be personally compensated for mandates in other companies held on request of the company or in companies controlled by the Group. Any potential exceptions must be approved by the Compensation & Nomination Committee (see article 10.13 of the Organizational Regulations).