Internal organization

The General Meeting elects together with the members of the Board of Directors the Chair of the Board of Directors and the members of the CNC. In all other respects, the Board of Directors constitutes itself. The Board of Directors elects a Vice-Chair and, if deemed appropriate and in the interests of the Company, a Lead Independent Director from among its members, in each case for a term of office of one year until the end of the next Annual General Meeting. The functions of Vice-Chair and Lead Independent Director may be performed by two different members of the Board of Directors or by one member of the Board of Directors (combined role).

Details concerning the internal organization of the Board of Directors and its Committees can be found in the Organizational Regulations and the Committee Charters, which are available on the website of Chocoladefabriken Lindt & Sprüngli AG.

If the Chair resigns from the Board of Directors before the end of the term of office, the Board of Directors appoints a new Chair from among its members until the election of a new Chair at the next General Meeting. If the position of the Vice-Chair and/or, if previously appointed, the Lead Independent Director and/or a Committee chair is vacant, the Board of Directors designates a successor from among its members. Should one or more members of the Compensation & Nomination Committee retire early, the Board of Directors can appoint substitutes from among its members until the conclusion of the next General Meeting.

Chair of the Board of Directors

The Chair leads the Board of Directors in the exercise of its non-transferable duties and is, in coordination with the CEO, responsible for the preparation of the agenda, the organization and the lead of the meetings of the Board of Directors in accordance with the provisions of the law, the Articles of Association and the Organizational Regulations. They act as a link between the Board of Directors and the CEO, ensures the proper information flow to the Board of Directors and the alignment of the Committees to the strategy of the Board of Directors. Furthermore, the Chair has the following powers and duties:

  • Lead the Board of Directors and chair the General Meetings;
  • Take a leading role in designing the Group’s corporate governance;
  • Work with the CNC in all nomination-related activities including succession planning and evaluation of performance of the Board of Directors and its Committees;
  • Represent the Group externally towards its stakeholders, as agreed with the Board of Directors and the CEO;
  • Receive the agenda, documents and minutes of the Group Management meetings, whereby they may request information about any matters relating to the company, and examine reports, proposals and minutes of meetings of any functions or Committees, markets or businesses

As an exception, urgent decisions falling within the authority of the Board of Directors may, in accordance with the Organizational Regulations, be taken by the Chair. Such decisions must be brought to the attention of the Board of Directors as soon as possible.

The Board of Directors may entrust the Chair with additional duties and appoint them as Executive Chair of the Board of Directors. The individual executive duties and the division of duties between the Chair and the CEO and the other members of the Group Management are set out in the employment contract and the relevant directives of the Board of Directors.

Vice-Chair of the Board of Directors

The Vice-Chair is appointed annually by the Board of Directors from among its members. If and for as long as the Chair of the Board of Directors is unable to perform their duties, or if and to the extent that there is a conflict of interest of the Chair, the Vice-Chair assumes all duties of the Chair of the Board of Directors. In addition, the Vice-Chair assists the Chair with respect to organizational, strategic and other topics related to the Chair’s duties. The individual tasks of the Vice-Chair are determined by the Board of Directors.

The duties of the Vice-Chair are governed by the Organizational Regulations (see article 5 Organizational Regulations).

Lead Independent Director

In order to support appropriate control mechanisms, the Board of Directors may appoint an experienced, independent member of the Board of Directors as Lead Independent Director if it deems this appropriate and in the interest of the Group. In particular, the Lead Independent Director convenes and chairs meetings of the Board of Directors in the event of a conflict of interest of the Chair of the Board of Directors and the Vice-Chair. In the case of a matter requiring separate consideration or a decision or action on behalf of the independent members, the Lead Independent Director convenes and chairs meetings of some or all independent members of the Board of Directors.

The duties of the Lead Independent Director, if any, are governed by the Organizational Regulations (see article 6 of the Organizational Regulations).

CEO

According to the Organizational Regulations, the CEO is, with support from the Group Management, the company’s and the Group’s supreme executive authority, subject to the powers and duties reserved to the Board of Directors, the Committees and the Chair of the Board of Directors. The CEO presides over Group Management, and the company’s and the Group’s whole organization and staff are subordinated to the CEO. Further details about the tasks of the CEO and Group Management can be found here in this Annual Report and the Organizational Regulations.

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