Corporate Governance

Our Board of Directors is highly engaged and dedicated to creating long?term, sustainable value based on strong principles of governance and an appropriate tone from the top. Our corporate governance framework is carefully constructed, and continually evaluated and updated, to ensure that it promotes accountability and supports our strategy to foster long?term value and sustainable growth for the benefit of all shareholders.

In 2018, our Board of Directors and management continued to evolve our strategy and governance to anticipate and reflect changing global consumer preferences and offer high?quality, competitive, relevant and innovative products. As part of this effort, we have been driving growth through innovation with significant investments in R&D. In addition to our organic growth strategy, our Board and management have taken an active role in streamlining Nestlé’s portfolio to focus on high?growth, high-margin businesses, and we will continue to rigorously review our business mix for further opportunities to drive profitable growth and shareholder value. To ensure that our incentive plans promote the execution of our strategy, we have updated our executive compensation plan to introduce Return on Invested Capital (ROIC) as a performance measure. Tying compensation to returns promotes the efficient use of capital and M&A discipline.

The Board also reconfirmed Nestlé’s value creation model delivering both top- and bottom-line growth, as well as capital efficiency to drive continuous long?term shareholder value creation. We continue to deliver on our commitments to execute the proven Nutrition, Health and Wellness (NHW) strategy and promoting a prudent approach toward capital allocation and M&A. We also remain focused on executing on our CHF 20 billion repurchase program and sustainable dividend policy. To date, our strategy has yielded strong, consistent results for our shareholders, as reflected in our shortand long?term outperformance of the STOXX 1800 Food & Beverage index. CHF 104 billion cash was returned to shareholders since 2009 including CHF 40 billion in share buybacks and CHF 64 billion in dividends.

Our Board’s recent actions to create sustained value also include continued efforts to enhance the composition of the Board. As a truly global business, we have always felt that constructing a diverse board—including but not limited to diversity in background, geography, experience, ethnicity and gender—is critical to our ability to effectively oversee the direction of our company. In 2018, we nominated three new independent directors, each of whom was elected by our shareholders at our 2018 Annual Meeting. Since 2015, we have strengthened the Board through the addition of seven new independent directors with unique depth of experience and expertise that is directly relevant for Nestlé and aligned with our strategy. To this end, we will continue to maintain a long?term approach to board refreshment and succession planning to ensure that our Board has the right mix of backgrounds, skills and expertise to understand the trajectory of our business and drive a winning strategy that creates value for all of our shareholders.

Intense engagement with our shareholders through our roadshows, investor meetings and analyst calls has sharpened our focus on our core priorities and strategic vision. In 2018, we visited 23 cities and attended 488 meetings representing 1148 investors. Moreover, our shareholder engagement effort continues to be highlighted by our Chairman’s Roundtables that we held this past year in Hong Kong, Frankfurt, Paris, Zurich, London, New York and Tokyo. The Board and management will continue to seek and incorporate feedback to ensure we are acting in the best interests of our shareholders.

Our Chairman’s and Corporate Governance Committee acts as a consultant body to the Chairman and CEO, and regularly reviews aspects of our governance, as well as asset and liability management. Our Nomination and Sustainability Committee, chaired by our Lead Independent Director, evaluates Board composition, structure and succession planning. The Committee regularly assesses potential candidates for nomination to the Board in the coming years. It also reviews all aspects of our environmental and social sustainability policies.

Our Compensation Committee sets our remuneration principles and submits the proposals for remuneration of the Board and the Executive Board to the Board and the AGM. It ensures the alignment of our values, strategies and performance management. Our compensation budgets and our compensation report are submitted to annual votes by our shareholders.

Our Audit Committee oversees internal and external audit, financial reporting, compliance and risk management. Our internal audit function was strengthened and our mandate for external audit was put up for tender.

We further integrated our public reporting on our financial and non?financial performance by including the highlights from our Nestlé in society report in our Annual Review. We recognize that for our company to be successful over time and create sustainable value for shareholders, we must also create value for society. We do this through our more than 2000 brands that enhance quality of life and contribute to a healthier future.

Download our Corporate Governance Report 2018 in English (pdf, 2Mb) | Fran?ais (pdf, 2Mb) | Deutsch (pdf, 2Mb) and our Corporate Governance Report - June update 2019 in English (pdf, 1Mb)

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Share capital

Share capital distribution by geography

Share capital distribution by geography
  • United States 36.5%
    Switzerland 34.9%
    United Kingdom 4.8%
    Germany 4.7%
    Japan 2.5%
    Canada 2.1%
    Luxembourg 2.0%
    Belgium 1.9%
    Sweden 1.5%
    China 1.1%
    Others 8.0%

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Share capital by investor type, long-term evolution (a)

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Share capital by investor type
  • Institutions 80%
    Private Shareholders 20%

    (a) Percentage derived from total number of registered shares. Registered shares represent 57.6% of the total capital. Statistics are rounded, as at 31.12.2018.

Compensation

Our Compensation Committee sets our remuneration principles and prepares the proposals for remuneration. In 2015, we implemented the new Swiss ‘say on pay’ law both in letter and in spirit. Our proposals were adopted with large majorities of our shareholders. Our Compensation Report explains our compensation system and pay-outs. It is submitted annually to an advisory vote of our shareholders.

Compensation Committee Charter - April 2018 (pdf, 200 Kb)
Compensation Report 2018 (pdf, 643 Kb)
Report of the Board of Directors for the compensation proposals to AGM 2019 (pdf, 500Kb)

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Changes for 2019 Compensation

  1. The Compensation Budget will be adjusted to the number of Executive Board members at December 31 of the prior Business Year.
  2. Share Ownership: Each Executive Board Member in principle should hold shares at least equal to twice his/her annual base salary, absent specific circumstances. The CEO should hold at least five times his annual base salary.
  3. Market Value (for blocked shares): We will start disclosing the market value (instead of tax value) for blocked shares given to the Board of Directors (50% of their remuneration) and the Executive Board (as part of the Short Term Bonus) in the Compensation Report 2019.
  4. Personal objectives for Executive Board members will be integrated into the business objectives.

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Ten-year evolution

The following chart presents the evolution of the total compensation to the Board of Directors and Executive Board in relation to Nestlé’s share price and dividend payout.

Ten-year evolution
  • Year Nestlé Dividend Nestlé Share closing price Total Compensation (BoD + EB)
    2008 100 100 100
    2009 114 121 99
    2010 132 132 112
    2011 139 130 100
    2012 146 143 101
    2013 154 157 99
    2014 157 175 97
    2015 161 179 104
    2016 164 176 99
    2017 168 199 85
    2018 175 192 88
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