Nestlé (NSRGY) 2018年年度报告「OTC」.pdf

《Nestlé (NSRGY) 2018年年度报告「OTC」.pdf》由会员分享，可在线阅读，更多相关《Nestlé (NSRGY) 2018年年度报告「OTC」.pdf（60页珍藏版）》请在三个皮匠报告上搜索。

1、CorporateGovernanceReport 2017CompensationReport 2017Articles ofAssociationof Nestl S.A.Amended by theAnnual General Meetingof 7 April 2016CorporateGovernanceReport 2017Corporate Governance Report 20172Situation at 31 December 20171.Group structure and shareholders1.1 Group structure1.2 Signifi cant

2、 shareholders1.3 Cross-shareholdings2.Capital structure2.1 Capital2.2 Conditional capital2.3 Changes in capital2.4 Shares and participation certifi cates2.5 Dividend-right certifi cates2.6 Limitations on transferabilityand nominee registrations2.7 Convertible bonds and options3.Board of Directors(1)

3、3.1 Members of the Board of Directors3.2 Professional background and otheractivities and functions3.3 Mandates outside Nestl3.4 Elections and terms of offi ce3.5 Internal organisational structure3.6 Defi nition of areas of responsibility3.7 Information and control instrumentsvis-vis the Executive Bo

4、ard(2)4.Executive Board(2)4.1 Members of the Executive Board4.2 Professional background and otheractivities and functions4.3 Mandates outside Nestl4.4 Management contracts346172222242425272949(1)The full Board of Directors Regulations and Committee Charters are published on term Executive Committee,

5、as used in the SIX Directive,is replaced by Executive Board throughout this document.5.Compensation,shareholdings and loans6.Shareholders participation6.1 Voting rights restrictionsand representation6.2 Quorums required by the Articlesof Association6.3 Convocation of the General Meetingof shareholde

6、rs6.4 Inclusion of items on the agenda6.5 Entries in the share register7.Change of control anddefence measures7.1 Duty to make an offer7.2 Clauses on change of control8.Auditors8.1 Duration of the mandate and termof offi ce of the lead auditor8.2 Auditing fees8.3 Additional fees8.4 Information instr

7、uments pertainingto the external audit9.Information policy General Organisation of Nestl S.A.Compensation Report 2017 Articles of Association of Nestl S.A.Corporate Governance Report 20173Group structure and shareholdersPreliminary remarks The Nestl Corporate Governance Report 2017 follows the SIX S

8、wiss Exchange Directive on Information relating to Corporate Governance.Additional information can be found in the Compensation Report.Nestl S.A.complies with the recommendations of the Swiss Code of Best Practice for Corporate Governance,as in force at 31 December 2017.To avoid duplication of infor

9、mation,cross-referencing to other reports is made in some sections,namely the Annual Review 2017,the Financial Statements 2017 that comprise the Consolidated Financial Statements of the Nestl Group and the Financial Statements of Nestl S.A.,as well as the Articles of Association of Nestl S.A.,whose

10、full text can be consulted in this report(page 49)or on: Consolidated Financial Statements of the Nestl Group 2017 comply with the International Financial Reporting Standards(IFRS)issued by the International Accounting Standards Board(IASB)and with Swiss law.Where necessary,these disclosures have be

11、en 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 Review 2017,page 56 for the overview of Directors and Offi cers.1.1.1 Description of the issuer s operational group s

12、tructureFor the general organisation chart of Nestl S.A.,refer to page 27 of this document.The Group s Management structure is represented in the analysis by operating segments(refer to Note 3 of the Consolidated Financial Statements of the Nestl Group 2017,page 78).1.1.2 All listed companies belong

13、ing to the issuer s groupThe registered offi ces of Nestl S.A.are in Vevey and Cham(Switzerland).Nestl S.A.shares are listed on the SIX Swiss Exchange in Switzerland(ISIN code:CH0038863350).At 31 December 2017,the market capitalisation of Nestl S.A.was CHF 256 223 004 000.For further information see

14、 also page 61 of the Annual Review 2017 and visit our website on refer to the Consolidated Financial Statements of the Nestl Group 2017,page 152 for the list of publicly listed companies of the Nestl Group,with an indication of the company name,registered offi ce,share capital,place of listing,secur

15、ities ISIN number,their market capitalisation and the Company s participation.1.1.3 The non-listed companies belonging to the issuer s groupPlease refer to the Consolidated Financial Statements of the Nestl Group 2017,page 152 for the enumeration of companies of the Nestl Group,joint arrangements an

16、d associates,with an indication of the company name,registered offi ce,share capital and the Company s participation.Corporate Governance Report 20174Capital structureGroup structure and shareholders1.2 Signifi cant shareholdersBlackRock,Inc.,New York,announced on 31 August 2017 holding,directly or

17、indirectly,4.7%of Nestl S.A.s share capital,and The Capital Group Companies,Inc.,Los Angeles,announced on 30 October 2017 holding,directly or indirectly,3.55%of Nestl S.A.s share capital.Apart from the foregoing,Nestl S.A.is not aware of any other shareholder holding,as at 31 December 2017,Nestl S.A

18、.shares in excess of 3%of the share capital.During 2017,the Company published on the electronic publication platform of the SIX Swiss Exchange disclosure notifi cations pertaining to the holding of Nestl S.A.shares by BlackRock,Inc.,New York,which reported holdings of 4.7%on 31 August 2017 as well a

19、s The Capital Group Companies,Inc.,Los Angeles,which reported holding 3.00%on 28 February 2017,3.48%on 8 September 2017,and 3.55%on 30 October 2017.With respect to nominees,Chase Nominees Ltd,London,was a registered Nominee N(refer to point 2.6.3.below)of 284 849 864 shares,i.e.9.15%of the shares of

20、 the Company as at 31 December 2017.At the same date,Citibank N.A.,London,as depositary for the shares represented by American Depositary Receipts,was the registered holder of 243 575 492 shares,i.e.7.83%of the shares of the Company.Also on 31 December 2017,Nortrust Nominees Ltd,London,was a registe

21、red Nominee N of 120 856 119 shares of the Company,representing 3.88%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 Nestl S.A.is CHF 311 216 000

22、.The conditional share capital is CHF 10 000 000.Nestl S.A.does not have any authorised share capital.2.2 Conditional capitalThe share capital may be increased(without time limitation)in an amount not to exceed CHF 10 000 000 by issuing up to 100 000 000 registered shares with a nominal value of CHF

23、 0.10 each 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 fi nancial market instruments.Thus the Board of Directors has

24、 at its disposal a fl exible instrument enabling it,if necessary,to fi nance the activities of the Company through convertible debentures.For a description of the group of benefi ciaries and of the terms and conditions of the issuance of conditional capital,refer to art.3bis of the Articles of Assoc

25、iation of Nestl S.A.(*)2.3 Changes in capitalThe share capital was reduced twice in the last three fi nancial years as a consequence of a Share Buy-Back Programme of CHF 8 billion,initiated by the Company on 25 August 2014 and completed on 7 December 2015.The resulting cancellations of shares were a

26、pproved at the 2015 and 2016 Annual General Meetings.On 16 April 2015,the Annual General Meeting resolved to reduce the share capital by 36 400 000 shares to CHF 318 840 000.On 7 April 2016,the Annual General Meeting resolved to cancel 76 240 000 shares resulting in a reduction of the share capital

27、to the present CHF 311 216 000.For the breakdown of capital(“equity”)for 2017,2016 and 2015 see the consolidated statement of changes in equity in the Consolidated Financial Statements of the Nestl Group 2017,page 69,and 2016,page 65.( nancial_statements/2016-fi nancial-statements-en.pdf).(*)Nestl S

28、.A.s Articles of Association can be found on page 49 and on Governance Report 20175Capital structure2.4 Shares and participation certifi catesNestl S.A.s capital is composed of registered shares only.The number of registered shares with a nominal value of CHF 0.10 each,fully paid up,was 3 112 160 00

29、0 at 31 December 2017.According to art.11 par.1 of the Articles of Association,each share recorded in the share register as a share with voting rights confers the right to one vote to its holder.See also point 2.6.1 below.Shareholders have the right to receive dividends.There are no participation ce

30、rtifi cates.2.5 Dividend-right certifi catesThere are no dividend-right certifi cates.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 According

31、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 their shares through nominees pursuant to

32、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 concerning the li

33、mitation 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 Articles of Asso

34、ciation).See also art.5 par.6 and par.9 of the Articles of Association and point 2.6.3 below.2.6.2 Reasons for granting exceptions in the year under reviewPlease refer to points 2.6.3 and 6.1.3 below.2.6.3 Admissibility of nominee registrations,indication of percent clauses and registration conditio

35、ns 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.They allow

36、the registration of:Nominees N(“N”as Name of benefi cial owner disclosed):where trading and safekeeping practices make individual registration of benefi cial owners diffi cult or impractical,shareholders may register their holdings through a Nominee N with voting rights,subject to the specifi c unde

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

38、s N acting as an organised 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 fi xed by the Board of Directors,see point 6.1.3 below)are registered without voting rights.The responsibility for disclosure

39、of benefi cial owners and their holdings resides with the nominees registered in the share register.Nominees A(“A”as Anonymous benefi cial 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

40、has authorised 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 point 6.1.3 below.2.7 Convertible bonds and optionsAs at 31 December 2017,there

41、are no outstanding convertible bonds or warrants/options issued by Nestl S.A.or by subsidiaries on Nestl S.A.shares.The only options issued by Nestl S.A.are employee options allocated under the Nestl Management Stock Option Plan(MSOP).Grants under this plan were discontinued in 2013.Corporate Govern

42、ance Report 20176Board of Directors3.Board of Directors3.1 Members of the Board of Directors(*)Nestl s Board of Directors is highly structured to ensure a high degree of diversity by age,education/qualifi cations,professional background,present activity,sector expertise,special skills(classifi catio

43、n),nationality and geography.This is refl ected in Nestl s skills and diversity grid disclosed here.NameYear of birthEducation/Qualifi cations(a)Professional background1Paul Bulcke1954Economics and Business AdministrationChairman,Nestl S.A.2Ulf Mark Schneider1965Economics,Business Administrationand

44、Finance&AccountingCEO,Nestl S.A.3Andreas Koopmann(c)1951Mechanical Engineering and Business AdministrationFormer CEO,Bobst4Henri de Castries(d)1954HEC,Law and cole Nationale d Administration(ENA)Former Chairman and CEO,AXA French Ministry,Government5Beat W.Hess1949Law,Swiss Attorney-at-lawLawyer For

45、mer Legal Director,Shell6Renato Fassbind1955Economics,Business Administration and Finance&AccountingFormer CFO,ABB and Credit SuisseFormer CEO,Diethelm Keller Group7Steven G.Hoch1954International Relations and EconomicsFounder,Highmount Capital(now Brown Advisory LLC)8Nana Lal Kidwai1957Economics an

46、d Business Administration Vice Chairperson&Head Investment,Morgan StanleyFormer Country Head andGroup General Manager HSBC,India9Jean-Pierre Roth1946Economics,Political Science and FinanceFormer Chairman of the Governing Board,Swiss National Bank10Ann M.Veneman1949Juris DoctorateFormer Secretary,USD

47、AFormer Executive Director,UNICEF11Eva Cheng1952Business Administration and HistoryFormer Amway China Chairwoman and EVP,Amway Corporation12Ruth K.Oniang o1946Food Science and Human NutritionProfessor of Nutrition,Tufts UniversityFormer Member of Parliament,Kenya13Patrick Aebischer1954Medicine and N

48、eurosciencePresident Emeritus,Swiss Federal Institute of Technology Lausanne(EPFL)14Ursula M.Burns1958Mechanical EngineeringChairman,Xerox Corporation(*)Peter Brabeck-Letmathe left the Board of Directors on 6 April 2017 and was designated Chairman Emeritus.(a)For more complete information on qualifi

49、 cations:please refer to section 3.2 and the individual CVs on Board members are elected annually in accordance with Swiss Corporate law and Nestl S.A.s Articles of Association.(c)Vice Chairman(d)Lead Independent Director.The Lead Independent Director assumes the role of a prime intermediary between

50、 the Board and the Chairman.He may convene and he regularly chairs Board meetings and“in camera”sessions where the Chairman is not present or confl icted.Corporate Governance Report 20177Board of DirectorsPresent functions/mandates(listed companies)SectorClassifi cationNationalityFirst Election Expi

51、res(b)Chairman,Nestl S.A.Roche Ltd.L Oral S.A.Food&BeveragesFMCG/CEOBelgian/Swiss10 April 20082018CEO,Nestle S.A.Food&BeveragesCEOGerman/US06 April 20172018Chairman,Georg Fischer AG Credit Suisse GroupManufacturing/IndustryIndustrialistSwiss 03 April 20032018HSBC Holdings plcInsurance&FinanceInsuran

52、ce/CEOFrench19 April 20122018Chairman,LafargeHolcim Ltd.Vice Chairman,Sonova Holding AGLegalLegalSwiss10 April 20082018Vice Chairman,Swiss Re AG Khne+Nagel International SAFinanceFinancial Management/CFOSwiss16 April 20152018Partner,Brown Advisory LLCFinanceInvestmentSwiss/US06 April 20062018Chairpe

53、rson,Max Financial Services Ltd CIPLA LtdInvestment,Corporate&Institutional BankingBankingIndian06 April 20062018Swatch GroupCentral BankPolitical/MacroeconomicsSwiss15 April 20102018Alexion Pharmaceuticals,Inc.Government/NGOsGovernment/NGOsUS14 April 20112018Trinity Limited Haier Electronics Group

54、Co.Ltd.Amcor Ltd.Cosmetics&NutritionFMCGChinese11 April 20132018Trustee,CABI International and various mandatesNutritionScientistKenyan16 April 20152018Lonza Group AGScienceScientistSwiss16 April 20152018American Express Corporation Exxon Mobil CorporationTechnologyInformation Systems/CEOUS06 April

55、20172018Corporate Governance Report 20178Board of Directors3.1.1 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.Paul Bulcke is active Chairman and has certain responsibilities for the d

56、irection and control of the Group including Nestl Health Science S.A.,Nestl Skin Health S.A.and Nestl s engagement with L Oral.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 Directors are independent,wer

57、e not previously members of the Nestl management and have no important business connections with Nestl.Pursuant to Nestl s Board Regulations,a Director shall be considered independent,if he is not and has not been employed as an executive offi cer at the Company or any of its principal subsidiaries

58、or as employee or affi liate of the Group s external auditor for the past three years and does not maintain,in the sole determination of the Board,a material direct or indirect business relationship with the Company or any of its subsidiaries.Directors with immediate family members who would not qua

59、lify as independent shall not be considered independent,subject to a three-year cooling-off period.Nestl s succession planning process is highly structured and managed by the Board s Nomination and Sustainability Committee with the support of outside consultants when necessary(Egon Zehnder in 2017).

60、Subject to specifi c exceptions granted by the Board,members are subject to twelve-year term limits.According to Nestl s Board Regulations(1),an age limit of 72 years applies.This allows for continuous refreshment and long-term succssion planning according to Nestl s skills and diversity grid.3.1.3

61、Cross-involvementNone.3.2 Professional background and other activities and functions(*)Paul BulckeChairmanPaul Bulcke began his career in 1977 as a fi nancial analyst for Scott Graphics International in Belgium before moving to the Nestl Group in 1979 as a marketing trainee.From 1980 to 1996,he held

62、 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.In 2004,he was appointed Executive Vice President,responsible for Zone Americas.In April 2008,Paul Bulcke was el

63、ected member of the Board of Directors of Nestl S.A.and the Board appointed him Chief Executive Offi cer(CEO).As of 31 December 2016,Paul Bulcke relinquished his function as CEO remaining member of the Board of Directors.At the Annual General Meeting of Shareholders in April 2017,Paul Bulcke was ele

64、cted 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 L Oral S.A.,France.Paul Bulcke is also a Board member of Roche Holding Ltd,Switzerland.In addition,he serves as Co-Chairman of the 2030 Water Resources Group(WRG)and is a mem

65、ber of the Board of Trustees of Avenir Suisse,Switzerland,the European Round Table of Industrialists(ERT),Belgium,the IMD Foundation Board as well as of the International Business Council of the World Economic Forum(WEF)and the J.P.Morgan International Council.Ulf Mark SchneiderCEOMark Schneider sta

66、rted his career in 1989 with Haniel Group in Germany,where he held several senior executive positions.In 2001,he joined Fresenius Medical Care as Chief Financial Offi cer.He became CEO of Fresenius Group in 2003,a function he relinquished in 2016.As from January 2017,Mark Schneider was appointed Chi

67、ef Executive Offi cer(CEO)of Nestl S.A.At the Annual General Meeting(*)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 associations,

68、charitable organisations,foundations,trusts and employee welfare foundations.(1)Nestl S.A.s Board Regulations can be found on Governance Report 20179Board of Directorsof Shareholders in April 2017,Mark Schneider was elected member of the Board of Directors of Nestl S.A.As a representative of Nestl,M

69、ark Schneider serves as Co-Chairman of the Board of Directors of Cereal Partners Worldwide S.A.,Switzerland.Furthermore,he is a member of the Board of the Consumer Goods Forum.Andreas KoopmannVice ChairmanAndreas Koopmann began his career in 1979 as Assistant to the Chairman and CEO of Bruno Piatti

70、AG,Switzerland,and from 1980 to 1982 was Assistant to the Group Executive at Motor Columbus AG,Holding,Switzerland.From 1982,he was at Bobst Group,starting as Vice President of Engineering and Manufacturing in Roseland,New Jersey,USA.In 1989,he returned to Switzerland,holding a number of senior posi

71、tions in the company,including member of the Group Executive Committee in charge of Manufacturing.He was a member of the Board of Directors for Bobst Group from 1998 to 2002 and was appointed CEO in 1995,a position he held until May 2009.From 2010 to 2012,Andreas Koopmann was Chairman of Alstom(Suis

72、se)S.A.and Country President.Presently,he serves as Chairman of Georg Fischer AG,as a Board member of Credit Suisse Group,the CSD Group,as well as of Sonceboz SA.Andreas Koopmann is also a member of the Board of Directors of economiesuisse.Henri de CastriesLead Independent DirectorHenri de Castries

73、started his career in the French Finance Ministry Inspection Offi ce,auditing government agencies from 1980 to 1984.In 1984,he joined the French Treasury Department.As of 1989,he joined AXA Corporate Finance Division.Two years later,he was appointed Senior Executive Vice President for the Group s as

74、set management,fi nancial and real-estate business.Henri de Castries was Chairman of the AXA Management Board from May 2000 to April 2010.Since April 2010,following a modifi cation of the corporate governance structure,he was Chairman and CEO of AXA,functions he relinquished in 2016.In March 2016,He

75、nri de Castries joined the Board of HSBC Holdings plc.Beat W.HessBeat Hess started his career in 1977 at BBC Brown Boveri Ltd in Baden as Legal Counsel where he was promoted to General Counsel in 1986.From 1988 to 2003,he was Senior Group Offi cer,General Counsel and Secretary for ABB Ltd in Zurich.

76、From 2003 until his retirement in January 2011,Beat Hess was Group Legal Director and a member of the Group Executive Committee of Royal Dutch Shell plc,The Hague,The Netherlands.Beat Hess is Chairman of LafargeHolcim Ltd and Vice Chairman of Sonova Holding AG,Switzerland.He is also a member of the

77、Curatorium of The Hague Academy of International Law.Renato FassbindRenato Fassbind started his career in 1982 as Managing Director of Kunz Consulting AG.From 1984 until 1990 he was Auditor and ultimately Head of Internal Audit at F.Hoffmann-La Roche AG.Renato Fassbind then joined ABB Ltd and served

78、 between 1990 and 1997 as Head of Corporate Staff Audit,and then as Chief Financial Offi cer and member of the Executive Board from 1997 to 2002.Subsequently,he joined Diethelm Keller Holding AG as Chief Executive Offi cer from 2002 to 2004.He joined Credit Suisse Group AG as Chief Financial Offi ce

79、r and member of the Executive Board from 2004 until 2010.Currently Renato Fassbind serves as Vice Chairman of the Board of Directors of Swiss Re AG,is the Chairman of its Audit Committee and member of its Compensation Committee.Furthermore,Renato Fassbind sits on the Board of Khne+Nagel Internationa

80、l AG and is a member of its Audit Committee.Corporate Governance Report 201710Board of DirectorsSteven G.HochSteven G.Hoch started his career in 1978 at the Chemical Bank in New York and Zurich,where he held a series of positions in commercial banking,principally advising multinational companies.Ste

81、ven G.Hoch was Senior Vice President at Bessemer Trust Company,N.A.,New York,from 1990 to 1994,and a member of the Executive Committee at Pell Rudman Trust Company,Boston,from 1994 to 2002.Since 2002,he served as a founder and CEO of Highmount Capital LLC,a US-based investment management and fi duci

82、ary fi rm.In 2015,Highmount joined Brown Advisory LLC,where he serves as a Partner and a member of the International Advisory Board.Steven G.Hoch is Chairman Emeritus of the American Swiss Foundation and serves as Chairman of the Corporation Board of the Woods Hole Oceanographic Institution,USA.He s

83、erved two terms as a member of the National Board of the Smithsonian Institution,USA,and is an Advisory Board member of the Smithsonian Tropical Research Institute,Panama.Nana Lal KidwaiNana Lal Kidwai started her career in 1982 and until 1994 was at ANZ Grindlays Bank Plc.From 1994 to 2002,she was

84、Vice Chairman and Head of Investment Banking at Morgan Stanley India before moving to HSBC,where she was Chairman of the HSBC Group of Companies in India and on the Board of HSBC Asia Pacifi c,until her retirement in December 2015.She was elected President of the Federation of Indian Chambers of Com

85、merce&Industry(FICCI)for 2013.Nana Lal Kidwai is Chairman of Max Financial Services Ltd and a non-Executive Board member of Cipla Ltd.,Larsen&Toubro Ltd.,India,Essar Oil Ltd.and Altico India Pvt Ltd.She serves the BRICS Business Council and South Asia Advisory Board of the Harvard Business School,wh

86、ere she is also a Global Advisor.Other engagements include the Advisory Boards of Oxford University India Center and the US India Innovation Forum Steering Committee.Her interests in the environment include being Chair of the Sustainability Council&Energy Mission at FICCI,Chair of the India Sanitati

87、on Coalition,Board member of Shakti Sustainable Energy Foundation and a commissioner for the global commission on the Economy and Climate.Nana Lal Kidwai was given the Padma Shri Award by the Indian government in 2007 for her contribution to trade and industry and has been recognised in India and ab

88、road with awards and rankings in lists of top women in business.Jean-Pierre RothJean-Pierre Roth spent his whole career at the Swiss National Bank,which he joined in 1979.After various senior positions,he was appointed a member of the Governing Board in 1996 before becoming its Chairman in 2001 unti

89、l 2009.From 2001,he was a member of,and since 2006 the Chairman of the Board of Directors of the Bank of International Settlements until his retirement in 2009.Jean-Pierre Roth also served as Swiss Governor of the International Monetary Fund from 2001 until 2009 and as a Swiss representative on the

90、Financial Stability Board from 2007 until 2009.As of 2010,Jean-Pierre Roth has been a member of the Board of Swatch Group.Between 2010 and 2016,he was a member of the Board of Swiss Re and,until April 2017,Chairman of the Cantonal Bank of Geneva.In May 2014,he joined the Board MKS(Switzerland)SA,and

91、 in July 2017 he became Vice Chairman of Arab Bank(Switzerland)Ltd.Furthermore,Jean-Pierre Roth is a member of the Advisory Board of the University of Geneva,the Feris Endowment Fund IHEI,Geneva,the Foundation Board and Programme Committee of Avenir Suisse,Switzerland,and the Foundation of the Swiss

92、 Pontifi cal Guard,Vatican City.Ann M.VenemanAn attorney by training,Ann M.Veneman was Secretary of the United States Department of Agriculture(USDA)from 2001 to 2005.She then served a fi ve-year term as the Executive Director of the United Nations Childrens Fund.Earlier in her career she practiced

93、law and was in various positions in the USDA.She also served four years as the Secretary of the California Department of Food and Agriculture.She is currently a member of the Boards of Alexion Pharmaceuticals Inc.,the Global Health Innovative Technology Fund,JUST Capital and Clinton Health Access In

94、itiative.She is on a number of advisory boards including BRAC,TerraVesco,and The Chicago Council Global Agriculture Development.She is Corporate Governance Report 201711Board of Directorsa member of the Council on Foreign Relations and the Trilateral Commission.In 2009,she was named to Forbes The Wo

95、rld s 100 Most Powerful Women list,and she has been the recipient of numerous awards and honours throughout her career.Ann M.Veneman also serves as member of the Nestl CSV Council.Eva ChengEva Cheng joined Amway Corporation a US-based global consumer product company in 1977 as an Executive Assistant

96、 in Hong Kong and moved to become Corporate Executive Vice President in 2005 responsible for Greater China and Southeast Asia Region,a position she held until her retirement in 2011.Eva Cheng is most well known for leading Amway s entry into China in 1991.She also held Amway China s Chairperson and

97、CEO position since market launch until her retreat in 2011.In 2008 and 2009,Eva Cheng was twice named to Forbes The World s 100 Most Powerful Women list.She had also received numerous awards and honours for her business leadership and community service.Presently,Eva Cheng serves on the Boards of Tri

98、nity Limited,Haier Electronics Group Co.Ltd.in Hong Kong,China,and Amcor Ltd.,Australia.She is also the Executive Director of the Our Hong Kong Foundation,a member of the Executive Committee of the All-China Women s Federation,a Director of China Children and Teenagers Foundation and a Permanent Hon

99、orary Director of the Chinese General Chamber of Commerce in Hong Kong.Ruth K.Oniang oRuth K.Oniang o was formerly Professor of Food Science and Nutrition at Jomo Kenyatta University of Agriculture and Technology,Nairobi,Kenya,and is adjunct Professor of Nutrition at Tufts University,USA.She is also

100、 Founder and Executive Director of the Rural Outreach Program Kenya,as well as Founder and Editor-in-Chief of the African Journal of Food,Agriculture,Nutrition and Development(AJFAND).She has steered the development of nutrition policies across Africa and advocated for healthy diets globally.She has

101、 special focus on maternal and child nutrition.Ruth K.Oniang o is a former Member of Parliament in Kenya and she works in rural developments focused on women smallholder farmers,and the youth.Furthermore,she chairs the Boards of the Sasakawa Africa Association(SAA)and the Sasakawa Africa Fund for Ex

102、tension Education(SAFE).Other engagements include being a Board member of the USTADI Foundation,Kenya,and a Trustee of the Board of CABI Centre for Agriculture and Biosciences International.Ruth K.Oniang o also serves as a member of the Nestl CSV Council.Furthermore,she has earned a distinguished se

103、rvice medal from the Government of Kenya.She is the 2017 recipient of the Africa Food Prize.Patrick AebischerPatrick Aebischer was trained as an MD and neuroscientist at the University of Geneva and the University of Fribourg,Switzerland.He is a Professor in neurosciences and Director of the Neurode

104、generative Disease Research Laboratory at the Brain Mind Institute EPFL.From 1984 to 1992,he worked at Brown University,USA,as Research Scientist,Assistant and then Associate Professor of Medical Sciences.In 1992,he returned to Switzerland as a Professor and Director of Surgical Research Division an

105、d Gene Therapy Center at the University Hospital of Lausanne(CHUV).From 2000 to end 2016,Patrick Aebischer is the President of the Swiss Federal Institute of Technology Lausanne(EPFL).Furthermore,Patrick Aebischer is founder of three start-ups:CytoTherapeutics Inc.(1989),Modex Therapeutics Inc.(1996

106、)and Amazentis SA(2007).Currently,he serves as Board member of Lonza Group Ltd,and Logitech International S.A.and is Chairman of the Advisory Board of Novartis Bioventures AG.Furthermore,Patrick Aebischer is a member of the Foundation Boards of the Verbier Festival and the Montreux Jazz Festival,Swi

107、tzerland.Corporate Governance Report 201712Ursula M.BurnsUrsula M.Burns joined Xerox in 1980 and advanced through engineering and manufacturing functions to leadership positions in manufacturing,operations and product development.From 2009 to 2016,Ursula M.Burns was Chief Executive Offi cer(CEO)of X

108、erox.Since 2010,she is the Chairman of the Board of Xerox Corporations,USA.She also serves on the Boards of American Express Company,Exxon Mobil Corporation,Veon Ltd.,USA,and Datto,Inc.,USA.Furthermore,Ursula M.Burns also provides leadership counsel to various community,educational and non-profi t o

109、rganisations including the Massachusetts Institute of Technology,NAF(National Academy Foundation),the Mayo Clinic and the Ford Foundation as well as the New York Ballet and the Cornell Tech Board of Overseers and The High Line.Ursula M.Burns is a member of the National Academy of Engineerning and th

110、e American Academy of Arts and Sciences.3.3 Mandates outside NestlPursuant to art.21sexies of the Articles of Association,no member of the Board of Directors may hold more than 4 additional mandates in listed companies and 5 additional mandates in non-listed companies.The following mandates are not

111、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 companies controlled by it.No member of the Board of Directors shall hold more than 10 such mandates;andc)mandates in associations,c

112、haritable organisations,foundations,trusts and employee welfare foundations.No member of the Board of Directors shall hold more than 10 such mandates.Mandates shall mean mandates in the surpreme governing body of a legal entity which is required to be registered in the commercial register or a compa

113、rable foreign register.Mandates in different legal entities which are under joint control are deemed one mandate.The Board of Directors has promulgated regulations that determine additional restrictions.All members of the Board of Directors comply with the provisions set out in art.21sexies.3.4 Elec

114、tions and terms of offi cePursuant 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 Chairman of the Board of Directors,the members of the Board of Directors and the members of the Compensation Committee

115、 are elected individually by the General Meeting for a term of offi ce until completion of the next Annual General Meeting(art.15 of the Articles of Association).Members of the Board of Directors whose term of offi ce has expired are immediately eligible for re-election.The Board of Directors elects

116、 one or two Vice Chairmen and the members of the Committees other than the Compensation Committee.The term of offi ce of a Board member shall expire no later than at the Annual General Meeting following the member s 72nd birthday.Rules in the Articles of Association are compliant with the statutory

117、legal provisions with regard to the appointment of the Chairman,the members of the Compensation Committee and the independent proxy.For the principles of the selection procedure,see points 3.1.2 above and 3.5.2 below.For the time of fi rst election and term of offi ce,see point 3.1 above.Corporate G

118、overnance Report 201713Board of Directors3.5 Internal organisational structure3.5.1 Allocation of tasks within the Board of Directors Chairman s Nomination and and Corporate Compensation Sustainability Audit Governance Committee Committee Committee CommitteePaul Bulcke (Chair)ChairmanUlf Mark Schnei

119、der CEO(Administrateur dlgu)Andreas Koopmann Vice ChairmanHenri de Castries (Chair)Lead Independent DirectorBeat W.Hess (Chair)Renato Fassbind (Chair)Steven G.Hoch Nana Lal Kidwai Jean-Pierre Roth Ann M.Veneman Eva Cheng Ruth K.Oniang o Patrick Aebischer Ursula M.Burns 3.5.2 Tasks and area of respon

120、sibility for each Committee of the Board of Directors(1)The powers and responsibilities of each Committee are established in the applicable Committee Charter,which is approved by the Board.Each Committee is entitled to engage outside counsel.The Chairman s and Corporate Governance Committee consists

121、 of the Chairman,the Vice Chairman,the Lead Independent Director,the CEO(Administrateur dlgu)and any other member elected by the Board.It liaises between the Chairman and the full Board of Directors in order to act as a consultant body to the Chairman and to expedite whenever necessary the handling

122、of the Company s business.The Committee regularly reviews the corporate governance of the Company and prepares recommendations for the Board.It also advises on certain fi nance-related matters including the Company s fi nancing and fi nancial management and periodically reviews its asset and liabili

123、ty management.While the Committee has limited authority as per the Board Regulations,it may in exceptional and urgent matters deal with business matters which might arise between Board meetings.In all cases it keeps the Board fully appraised.It reviews the Board s annual work plan.The Compensation C

124、ommittee consists of the Vice Chairman and a minimum of two other non-executive members of the Board.All members are independent(art.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 offi ce until compl

125、etion of the next Annual General Meeting.Members of the Compensation Committee whose term of offi ce has expired are immediately eligible for re-election.The Compensation Committee determines the system and principles for remuneration of the members of the Board of Directors and submits them to the

126、Board for approval.It oversees and discusses the remuneration principles for Nestl S.A.and the Nestl Group.It prepares the proposals of the Board to be submitted for approval by the General Meeting in relation to(1)For complete information please refer to the Board Regulations and Committee Charters

127、 on Governance Report 201714Board of Directorsthe compensation of the Board of Directors and the Executive Board.In addition,it proposes the remuneration of the Chairman and the CEO,and approves the individual remuneration of the members of the Executive Board.It reports on its decisions to the Boar

128、d and keeps the Board updated on the overall remuneration policy of the Nestl Group.It reviews the annual Compensation Report.The Nomination and Sustainability Committee consists of a Chairperson,who is an independent and non-executive member of the Board,preferably the Lead Independent Director;the

129、 other members are the Chairman of the Board of Directors and a minimum of two independent and non-executive members of the Board.The Nomination and Sustainability Committee oversees the long-term succession planning of the Board,establishes the principles and criteria for the selection of candidate

130、s to the Board,performs a regular gap analysis,selects candidates for election or re-election to the Board and prepares a proposal for the Board s decision.The nomination process for the Board of Directors is highly structured and long-term and seeks to ensure a balance of necessary competencies and

131、 an appropriate diversity of its members over time.It regularly reviews the Companys skills and diversity grid(see 3.1.above).It ensures an appropriately wide net is cast on key successions.The candidates to the Board must possess the necessary profi le,qualifi cations and experience to discharge th

132、eir duties.Newly appointed Board members receive an appropriate introduction into the business and affairs of the Company and the Group.If required,the Nomination and Sustainability Committee arranges for further training.The Nomination and Sustainability Committee reviews,at least annually,the inde

133、pendence of the members of the Board as well as their outside mandates,and prepares the annual self-evaluation of the Board and its Committees.Furthermore,it reviews reports and gives advice on measures which ensure the long-term sustainability of the Company in its economic,social and environmental

134、 dimension and monitors the Company s performance against selected external sustainability indexes.It reviews the annual Nestl in society report and discusses periodically how other material non-fi nancial issues affect the Company s fi nancial performance and how its long-term strategy relates to i

135、ts ability to create shared value.It reviews as well the Company s shareholder base and other signifi cant stakeholders and their material interests.It meets as frequently as necessary to fulfi l its tasks and prepares the relevant in camera sessions of the Board of Directors.The Audit Committee con

136、sists of a Chairperson,who is an independent and non-executive 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 be independent.At least one member has to have recent and relevant fi nanc

137、ial expertise,the others must be familiar with the issues of accounting and audit.In discharging its responsibilities,it has unrestricted access to the Company s management,books and records.The Audit Committee supports the Board of Directors in its supervision of fi nancial controls through a direc

138、t link to KPMG(external auditors)and the Nestl Group Audit(corporate internal auditors).The Audit Committee s main duties include the following:to review,and challenge where necessary,the actions and judgements of management,in relation to the Company s year-end fi nancial accounts;to make recommend

139、ations to the Board of Directors regarding the nomination of external auditors to be appointed by the shareholders;to discuss the audit procedures,including the proposed scope and the results of the internal and external audit;to keep itself regularly informed on important fi ndings of the audits an

140、d 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 of Directors;to review certain reports regarding internal controls,compliance and the Group s annual risk assessment.The Audit Committe

141、e regularly reports to the Board on its fi ndings and proposes appropriate actions.The responsibility for approving the annual Financial Statements remains with the Board of Directors.Corporate Governance Report 201715Board of Directors3.5.3 Work methods of the Board of Directors and its CommitteesT

142、he Board meets as often as necessary,at least quarterly,and on notice by the Chairman or by the person designated by him.In addition,the Board must be convened as soon as a Board member requests the Chairman to call a meeting.All Committees provide a detailed report to the full Board at each meeting

143、 in a dedicated Chairman s session.The Board regularly meets for in camera sessions(without CEO)and Independent Director meetings(without Chairman and CEO).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

144、operating company for three to fi ve days(in 2017 Nestl in Germany).The average attendance at the Board meetings was 98%,one Board member having missed one meeting.All Board members attended all Committee meetings.The Company would individually disclose each member of the Board of Directors with an

145、attendance rate of less than 75%.Board meetings,with the exception of certain Chairman s and in camera sessions,are attended by all members of the Executive Board.In addition,selected members of the Executive Board and senior management participate in certain Committee meetings.The Company performs

146、annual self-evaluations of the Board and its Committees including confi dential,anonymous feedback and individual interviews.Findings are appropriately addressed.3.5.4 Lead Independent DirectorThe Lead Independent Director assumes the role of a prime intermediary between the Board and the Chairman.H

147、e may convene and regularly chairs Board meetings and in camera sessions,where the Chairman is not present or confl icted.3.6 Defi nition 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 o

148、f the Company.It is responsible for the long-term strategy and the ultimate supervision of the Group.It oversees the Group s 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 Compa

149、ny by law,the Articles of Association or specifi c regulations issued by the Board of Directors.Under Nestl s governance model,the CEO is a full member of the Board of Directors,ensuring full alignment on its critical responsibilities and proper checks and balance between Chairman and CEO.The Board

150、has 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 Company s organisation;c)the determination of accounting and fi nancial contr

151、ol principles,as well as the principles of fi nancial planning;d)the appointment and removal of any Vice Chairman,the Committee members(except the members of the Compensation Committee)and their Chairmen and members of the Executive Board;e)the ultimate supervision of the Chairman and the members of

152、 the Executive 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 including the Compensation Report as well as the General Meetings and execut

153、ion of their resolutions;g)the notifi cation of the court in the event of overindebtedness;(1)For complete information,please refer to the Board Regulations and Committee Charters on held in 2017 Frequency Average duration(hours)Board of Directors of Nestl S.A.11 times 3:00Chairman s and Corporate G

154、overnance Committee 10 times 4:00Compensation Committee 4 times 1:05Nomination and Sustainability Committee 6 times 1:10Audit Committee 4 times 2:55Corporate Governance Report 201716Board of Directorsh)the discussion and approval of:the Group s long-term strategy and annual investment budget;major f

155、i nancial operations;any signifi cant policy issue dealing with the Company s or the Group s general structure or with fi nancial,commercial and industrial policy;Corporate Governance Principles of the Company;the review of and decision on any report submitted to the Board;the Group s annual risk as

156、sessment;and the compensation proposals to the General Meeting.3.6.2 Executive BoardThe Board of Directors delegates to the CEO,with the authorisation to subdelegate,the power to manage the Company s and the Group s business,subject to law,the Articles of Association and the Board Regulations.The CE

157、O chairs the Executive Board and delegates to its members individually the powers necessary for carrying out their responsibilities,within the limits fi xed in the Executive Board Regulations.3.7 Information and control instruments vis-vis the Executive BoardThe Board of Directors is,on a regular ba

158、sis,informed on material matters involving the Company s and the Group s business.The members of the Executive Board attend the Board of Directors meetings and report on signifi cant projects and events.In addition,regular written reports are provided,including consolidated fi nancial information,ca

159、pital investment,compliance and strategy progress reports.The Chairman and the CEO ensure the proper information fl ow between the Executive Board and the Board of Directors.The Board of Directors receives regular and ad hoc reports from the Boards Committees,the Chairman,the CEO as well as from the

160、 Executive Board.The minutes of Committee meetings are made available to the full Board.The Board pays a visit to a major market every year,where it meets members of senior management.Furthermore,the Audit Committee reviews the fi nancial performance and assesses the effectiveness of the internal an

161、d external audit processes as well as the internal risk management organisation and processes.Members of the Executive Board and other senior management attend the Audit Committee meetings,except for certain in camera sessions.Additional information and control instruments include:the external audit

162、ors,KPMG(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.the Nestl Group and Market Audit function,the corporate interna

163、l auditors,which has a direct link to the Audit Committee.It comprises a unit of international auditors who travel worldwide,completing audit assignments.Group Risk Management provides assistance to all corporate entities with regard to risk management and a top-level risk assessment is performed on

164、ce a year for all businesses.Group Risk Services provides assistance to all corporate entities with regard to loss prevention,claims handling and insurance.For more information,please refer to page 51 of the Annual Review 2017.Group Compliance and other risk-and control-related functions provide add

165、itional guidance and oversight.Risk and compliance activities are regularly co-ordinated through the Group Compliance Committee to ensure a holistic,entity-wide approach.For more information,please refer to page 60 of the Annual Review 2017.Corporate Governance Report 201717Executive Board4.Executiv

166、e Board4.1 Members of the Executive Board(31 December 2017)Name Year of birth Nationality Education/Current functionUlf Mark Schneider 1965 German/US Economics,Business Administration and Finance&Accounting CEO:Nestl S.A.Laurent Freixe 1962 French Business Administration EVP&CEO:Zone AmericasChris J

167、ohnson 1961 US Economics and Business Administration EVP:Nestl Business ExcellencePatrice Bula 1956 Swiss Economics and Business Administration EVP:Strategic Business Units,Marketing,Sales and NespressoWan Ling Martello 1958 US Business Administration and Accountancy,Postgraduate in Management Infor

168、mation Systems EVP&CEO:Zone Asia,Oceania and Sub-Saharan AfricaStefan Catsicas 1958 Swiss Natural Sciences and Postgraduate in Neurosciences EVP:Chief Technology Offi cer:Innovation,Technology and R&DMarco Settembri 1959 Italian Business Administration EVP&CEO:Zone Europe,Middle East and North Afric

169、aFranois-Xavier Roger 1962 French Business Administration and Accounting EVP:CFO(includes Finance and Control,Legal,IP,M&A,Tax,Treasury,Investor Relations)Magdi Batato 1959 Swiss Mechanical Engineering and PhD in Thermodynamics EVP:OperationsPeter Vogt 1955 Swiss Economics and Finance&Accounting Dep

170、uty EVP:Human ResourcesHeiko Schipper 1969 Dutch Business Economics Deputy EVP:Nestl NutritionMaurizio Patarnello 1966 Italian Business Administration Deputy EVP:Nestl WatersGrgory Behar 1969 Swiss Mechanical Engineering and Business Administration CEO:Nestl Health ScienceDavid P.Frick 1965 Swiss La

171、w SVP:Corporate Governance,Compliance and Corporate Services(EVP:Executive Vice President;SVP:Senior Vice President,CEO:Chief Executive Offi cer)For complete information,please refer to individual CVs on Governance Report 201718Executive Board4.2 Professional background and other activities and func

172、tions(*)Ulf Mark SchneiderPlease refer to point 3.2 above.Laurent FreixeLaurent Freixe joined Nestl France in 1986 as a sales representative and got increasing responsibilities in the fi eld of sales and marketing.In 1999,he became a member of the Management Committee and was nominated Head of the N

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

174、ffective October 2014,he was appointed Executive Vice President for Zone Americas.As a representative of Nestl,he is a member of the Board of Directors of Cereal Partners Worldwide S.A.,Switzerland,and of the Regional Board of Directors of the Consumer Goods Forum in Latin America.Chris JohnsonChris

175、 Johnson started his career with Nestl in 1983 as a marketing trainee at Carnation Inc.During his fi rst eight years,he took on increasing responsibilities mainly in the commercial area at Nestl USA and then,from 1991,in Japan.Senior Area Manager for the Asian region of Nestl Waters in Paris from 19

176、95,he was then transferred to Taiwan in 1998 as Market Head.From 2000,Chris Johnson led the worldwide development and implementation of GLOBE(Global Business Excellence;IS/IT),the Strategic Supply Chain as well as eNestl.He was appointed Deputy Executive Vice President in April 2001,and later moved

177、back to Japan in 2007 as Market Head.From January 2011 to October 2014,Chris Johnson was Executive Vice President responsible for Zone Americas.Effective October 2014,he was appointed Executive Vice President of Nestl S.A.in charge of Nestl Business Excellence.Chris Johnson is a Board member of GS1,

178、Belgium and Treasurer of the Swiss-American Chamber of Commerce.Patrice BulaPatrice Bula joined Nestl S.A.in 1980 and was entrusted with various responsibilities in Marketing and Sales in Kenya,Japan and Taiwan before being promoted to Market Head for Taiwan in 1992,Market Head for Czech Republic in

179、 1995,then Head for the South and Eastern Africa Region in 1997.In 2000,he was appointed Head of Chocolate,Confectionery and Biscuits Strategic Business Unit based at Nestl s International Headquarters in Vevey.In October 2003,Patrice Bula was transferred as Market Head of Nestl Germany and in Augus

180、t 2007 he took up the role as Market Head for the Greater China Region.As of May 2011,Patrice Bula was appointed to the Executive Board of Nestl S.A.as Executive Vice President with responsibility for the Strategic Business Units,Marketing and Sales,and Nespresso.Patrice Bula serves on the Boards of

181、 Schindler Holding Ltd.and Bobst Group SA,both in Switzerland.As a representative of Nestl,Patrice Bula serves as Chairman of Blue Bottle Coffee Inc.,USA,as a Board member of Beverage Partners Worldwide(Europe)S.A.,of Cereal Partners Worldwide S.A.,Switzerland,and of Froneri Ltd.,UK.He is a Board me

182、mber of both Yinlu Food Group Companies and Hsu Fu Chi Group Companies,China.Wan Ling MartelloWan Ling Martello joined Nestl S.A.as Executive Vice President in November 2011 and was the Chief Financial Offi cer from April 2012 until May 2015.As of May 2015,she was appointed Executive Vice President

183、of Nestl S.A.in charge of Zone AOA(Asia,Oceania and Sub-Saharan Africa).Wan Ling Martello came to Nestl S.A.from Walmart Stores Inc.,where she was EVP,Global eCommerce in 2010 and 2011.From 2005 to 2009,she was SVP,CFO&Strategy for Walmart International.Prior to Walmart,Wan Ling Martello built her c

184、areer in the consumer packaged goods industry.She worked at Kraft in increasingly broader fi nance roles from 1985 to 1995.She was the Corporate Controller at Borden Foods during its turnaround years owned by KKR in 1995 until 1998.Wan Ling Martello was the CFO and then the(*)Mandates and functions

185、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 organisations,foundations,trusts and employee welfare foundations.Corporate Governa

186、nce Report 201719Executive BoardPresident of the U.S.business of NCH,a former subsidiary of AC Nielsen,from 1998 to 2005.Wan Ling Martello serves on the Board of Alibaba Group Holding Ltd.,China,and Uber Technologies Inc.,USA.As a representative of Nestl,Wan Ling Martello is a member of the Board of

187、 Cereal Partners Worldwide S.A.,Switzerland,and Blue Bottle Coffee Inc.,USA.Stefan CatsicasStefan Catsicas started his career at the pharmaceutical company Glaxo in Geneva,Switzerland,as Head of Neurobiology at the company s Institute of Molecular Biology.He continued his career in academia at the U

188、niversity of Lausanne as Professor and Chairman of the Cell Biology and Morphology Institute,and later as Vice President Research and Professor of Cellular Engineering at the Swiss Federal Institute of Technology(EPFL)in Lausanne,Switzerland.In 2005,Stefan Catsicas co-founded a private group of biot

189、echnology companies and he returned to academia in 2011 as Provost and Executive Vice President of the King Abdullah University of Science and Technology in Saudi Arabia.Effective September 2013,Stefan Catsicas was appointed to the Executive Board of Nestl S.A.as Executive Vice President,Chief Techn

190、ology Offi cer,Head of Innovation,Technology,Research and Development.Furthermore,Stefan Catsicas serves on the Board of Biomedical Research Council of A*STAR,Singapore,as well as on the Board of“Fondation Solar Impulse”,Switzerland,the International Board of Governors of the New York Academy of Sci

191、ences,USA,and the Economic Advisory Board of Swiss Innovation Park,Switzerland.Marco SettembriMarco Settembri joined Nestl S.A.with Nestl Italiana in 1987 and was entrusted with various responsibilities,mainly in the PetCare area.He was appointed Managing Director of the Sanpellegrino water business

192、 in 2004 and largely contributed 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 Ital

193、y.In 2007,Marco Settembri was appointed CEO of Nestl Purina PetCare Europe.Effective December 2013,Marco Settembri was appointed to the Executive Board of Nestl S.A.as Executive Vice President,Head of Nestl Waters of the Nestl Group.As of January 2017,Marco Settembri was appointed Executive Vice Pre

194、sident in charge of Zone EMENA(Europe,Middle East and North Africa).As a representative of Nestl,he is Board member of Lactalis Nestl Produits Frais S.A.S,France,and of Cereal Partners Worldwide S.A.,Switzerland.In addition,Marco Settembri is a member of the Boards of FoodDrinkEurope and of the Asso

195、ciation des Industries de Marque de l Union Europenne(AIM)in Belgium.Franois-Xavier Roger Franois-Xavier Roger joined Nestl S.A.as Executive Vice President in July 2015 as Chief Financial Offi cer.Franois-Xavier Roger came to Nestl S.A.from Takeda Pharmaceutical,Tokyo,where he was CFO since 2013.Fro

196、m 2008 to 2013,he was Chief Financial Offi cer of Millicom based in Luxembourg.As of 2000 to 2008,he worked as Chief Financial Offi cer for Danone Asia,followed by Head of Finance,Treasury and Tax for the Danone Group based in Paris,France.Magdi Batato Magdi Batato is a mechanical engineer and a PHD

197、 in Energetics of the human body from the Swiss Federal Institute of Technology Lausanne(EPFL).He spent few years teaching in university and consulting before joining Nestl S.A.in 1991 in Switzerland as Engineer in Industrial Services,Energy&Environment.His factory and production management experien

198、ces took him to Germany,Lebanon and South Africa.In 2004,he was transferred to Malaysia as Executive Director of Production and,in 2009,he moved to Nestl UK&Ireland as Head of Group Technical.In May 2012,he took up the position of Market Head Pakistan.Effective October 2015,he was appointed Executiv

199、e Vice President of Nestl S.A.in charge of Operations.Corporate Governance Report 201720Executive BoardPeter VogtPeter Vogt joined Nestl S.A.in 1980 as a trainee in marketing before being appointed in Japan as Product Specialist.He returned to the Swiss market in 1985.Starting 1987,Peter Vogt resume

200、d his international career with a series of assignments in Asia,fi rst as Manager Hong Kong,then as Marketing Division Manager in Malaysia in April 1990 and fi nally as Market Head Sri Lanka until the end of 1995.In 1996,he returned to Europe to take over the Swiss Frozen Food&Ice Cream business and

201、 became Market Head Nordic Region in 2000.From 2002 to 2004,he was in charge of the newly created Nestl Ice Cream Europe unit.Peter Vogt returned to Asia as Market Head Indonesia in 2005 and was nominated Market Head Malaysia and Singapore in 2009.As of March 2013,Peter Vogt was appointed to the Exe

202、cutive Board of Nestl S.A.as Deputy Executive Vice President,Human Resources.Heiko SchipperHeiko Schipper joined Nestl S.A.in 1996 as a trainee in marketing before being appointed in Bangladesh as Regional Sales Manager in the course of the same year.He was then,in 1999,transferred to Nestl Indonesi

203、a as Group Product Manager Dairy.In 2003,he returned to Nestl s International Headquarters in Vevey,Switzerland,in the position of Marketing Advisor,Dairy SBU.Starting 2005,Heiko Schipper resumed his international career with a series of assignments in Asia.First as Business Executive Manager,Dairy,

204、Philippines,then as Business Executive Manager,Dairy(2007),as Regional Business Head,Infant Nutrition&Dairy(2010),and fi nally as Managing Director,Nestl Food&Beverage Division of Nestl Greater China Region.At the end of 2013,he returned to Nestl s International Headquarters where he was appointed G

205、lobal Business Head,Infant Nutrition at Nestl Nutrition.As of October 2014,Heiko Schipper was appointed to the Executive Board of Nestl S.A.as Deputy Executive Vice President,Head of Nestl Nutrition.Maurizio PatarnelloMaurizio Patarnello joined Nestl S.A.in 1993 and held several positions in Finance

206、 before moving to Sanpellegrino in 1999.In 2002,he was appointed as Country Business Manager for Lebanon and Jordan,where he led the development of the Nestl Waters business.In September 2004,he joined the regional management team in Dubai and was promoted Chief Operating Offi cer and Regional Busin

207、ess Head of Nestl Waters for Middle East and Africa.In 2007,Maurizio Patarnello took over the additional responsibility for Nestl Waters Asia.In October 2010,he was promoted to Market Head for Ukraine and Moldava.Maurizio Patarnello took up the position of Market Head for Nestl Russia and Eurasia Re

208、gion in October 2012.Effective January 2017,he was appointed Deputy Executive Vice President of Nestl S.A.and Head of Nestl Waters.Grgory BeharGrgory(Greg)Behar joined Nestl S.A.in 2014 as CEO of Nestl Health Science.Greg Behar came to Nestl S.A.from Boehringer Ingelheim Pharmaceuticals Inc.,USA,whe

209、re he was President and CEO since 2011.From 2010 to July 2011,Greg Behar was Corporate Vice President Region NECAR(North European Union,Canada and Australasia)for Boehringer-Ingelheim GmbH and was its Corporate Vice President of the Cardiovascular and Metabolism Franchise from 2009 to 2010.Furthermo

210、re,Greg Behar held previous roles at Bula&Fils,Nestl and Novartis Pharma.As of January 2017,he was appointed to the Executive Board of Nestl S.A.He represents Nestl S.A.on the Boards of various companies in which Nestl S.A.holds investments,including Nutrition Science Partners,HK,Accera,Inc.,USA,Ser

211、es Therapeutics,Inc.,USA,Aimmune Therapeutics Inc.,USA,and Axcella Health Inc.,USA.Corporate Governance Report 201721Executive BoardDavid P.FrickDavid P.Frick began his career at the Meilen District Court in Zurich and as an assistant to the Banking Law Chair at Zurich University Law School.From 199

212、4,he was an attorney in the International Corporate and Litigation practice groups of Cravath,Swaine&Moore,the New York law fi rm.In 1999,he became Group General Counsel and Managing Director of Credit Suisse Group,Zurich,where he was appointed a Member of the Executive Board and served as the compa

213、ny s Head of Legal and Compliance.David P.Frick joined Nestl S.A.in 2006 and serves as Senior Vice President,Corporate Governance,Compliance and Corporate Services.He is a member of the Board of Allianz Suisse,Switzerland.Furthermore,he is a member of the Board of economiesuisse and chairs its Legal

214、 Commission.David P.Frick represents Nestl at SwissHoldings and serves on the SIX Regulatory Board,ICC Switzerland and the Legal Committee for the Swiss-American Chamber of Commerce.4.3 Mandates outside NestlPursuant to art.21sexies of the Articles of Association,no member of the Executive Board may

215、 hold more than 2 additional mandates in listed companies and 4 additional mandates in non-listed companies.Each of these mandates is subject to a specifi c approval by the Board of Directors.The following mandates are not subject to these limitations:a)mandates in companies which are controlled by

216、Nestl;b)mandates which a member of the Executive Board holds at the request of Nestl or companies controlled by it.No member of the Executive Board shall hold more than 10 such mandates;and c)mandates in associations,charitable organisations,foundations,trusts and employee welfare foundations.No mem

217、ber of the Executive Board shall hold more than 10 such mandates.Mandates shall mean mandates in the surpreme 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 con

218、trol are 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.4.4 Management contracts There are no management contracts with third parties at Nestl.Corporate

219、 Governance Report 201722Shareholders participationCompensation,shareholdings and loans5.Compensation,shareholdings and loansPlease refer to the Compensation Report 2017,page 29.6.Shareholders participation 6.1 Voting rights restrictions and representation 6.1.1 Voting rights restrictions and rules

220、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 Meetings(“one share,one vote”).Only persons entered in the share register as shareholders with voting rights may exercise t

221、he 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 shares or shares represented by proxy,in excess of 5%of the share capital as recorded in the commercial register.Legal enti

222、ties 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 such a limit shall be counted as one shareholder(art.11

223、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 shares held by nominees,in line with art.11 par.4 of the Articles of Association,the Board of Directors may by means o

224、f regulations or agreements depart from the limit of 5%of the share capital as recorded in the commercial register(art.5 par.6 and par.9 of the Articles of Association).The Board of Directors has granted exceptions to vote shares which in aggregate are in excess of 5%of the share capital to the foll

225、owing Nominees N:Chase Nominees Ltd,London,and Citibank N.A.,London,as depositary for shares represented by American Depositary Receipts(please refer to point 2.6.3).Pursuant to art.5 par.9 and 11 par.4 of the Articles of Association,the Board of Directors has conferred to Credit Suisse AG and UBS A

226、G as custodians the right to vote shares in excess of 5%on the basis of specifi c instructions provided by their clients for General Meetings.Corporate Governance Report 201723Shareholders participation6.1.4 Procedure and conditions for abolishing voting rights restrictions in the Articles of Associ

227、ationA 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 limitation on voting rights and the change or removal of such limitations r

228、equires 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 Association.6.1.5 Rules on participation in the General Meeting of shareholders

229、There 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 the independent representative and on the electronic participation in the Ge

230、neral 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 specifi c provisions relating to these in the Articles of Association.6.2 Q

231、uorums required by the Articles of AssociationPlease refer to art.13 of the Articles of Association.6.3 Convocation of the General Meeting of shareholdersNestl S.A.statutory rules(art.7 to 9 of the Articles of Association)do not differ from applicable legal provisions.An Extraordinary General Meetin

232、g requested by one or more shareholders whose combined holdings represent at least 10%of the share capital as recorded in the commercial register must be held as promptly as practicable following such request(art.8 par.2 of the Articles of Association).6.4 Inclusion of items on the agendaOne or more

233、 shareholders with voting rights whose combined holdings represent at least 0.15%of the share capital as recorded in the commercial register may request that 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 45 days befo

234、re the meeting and specifying the agenda items and the proposals made(art.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

235、share register is set by the Board of Directors.Corporate Governance Report 201724Change of control and defence measuresAuditors7.Change of control and defence measures7.1 Duty to make an offerNestl S.A.does not have a provision on opting out or opting up in the Articles of Association.Thus,the prov

236、isions regarding the legally prescribed threshold of 33%of the voting rights for making a public takeover offer set out in art.135 of the Swiss Financial Market Infrastructure Act are applicable.7.2 Clauses on change of controlThere are no such agreements.8.Auditors8.1 Duration of the mandate and te

237、rm of offi ce of the lead auditorKPMG Klynveld Peat Marwick Goerdeler SA were fi rst appointed on 22 May 1993,and KPMG SA(replacing KPMG Klynveld Peat Marwick Goerdeler SA)were fi rst appointed on 23 April 2009 as auditors of Nestl S.A.On 6 April 2017,KPMG SA(hereafter“KPMG”)were appointed as audito

238、rs of the Financial Statements of Nestl S.A.and of the Consolidated Financial Statements of the Nestl Group for a term of offi ce of one year.The audit report is signed jointly by two KPMG partners on behalf of KPMG.The fi rst year that Mr Scott Cormack,in his capacity as lead auditor,signed the Fin

239、ancial Statements of Nestl S.A.and the Consolidated Financial Statements of the Nestl Group was for the year ending 31 December 2013.The lead auditor is rotated every seven years in accordance with Swiss law.8.2 Auditing feesThe auditing fees paid to KPMG in their capacity as Group auditors for 2017

240、 amount to CHF 43 million.8.3 Additional feesIn addition,KPMG provided non-audit services amounting to CHF 11.7 million,including CHF 6.3 million for mergers and disposals services,CHF 2.1 million for IS/IT advisory support,CHF 1.9 million for tax services and CHF 1.4 million for other various non-a

241、udit services.8.4 Information instruments pertaining to the external auditKPMG presents to the Audit Committee a detailed report on the conduct of the Financial Statements audit,the fi ndings on signifi cant fi nancial accounting and reporting issues together with the fi ndings on the internal contr

242、ol system as well as an overview of issues found during the interim audit.In 2017,KPMG participated in all four Audit Committee meetings at the end of which they met with the Audit Committee without the Group s management being present.Nestl Group Audit(corporate internal auditors)met four times wit

243、h the Audit Committee.In addition,the head of internal audit regularly met with the Chairman of the Audit Committee for interim updates.Corporate Governance Report 201725Information policyAuditorsThe Audit Committee reviews annually the appropriateness of retaining KPMG as the auditor of the Nestl G

244、roup and Nestl S.A.,prior to proposing to the Board and to the Annual General Meeting of Nestl S.A.the election of KPMG as auditors.The Audit Committee assesses the effectiveness of the work of the auditors in accordance with Swiss law,based on their understanding of the Group s business,control,acc

245、ounting and reporting issues,together with the way in which matters signifi cant at Group level or in the statutory accounts are identifi ed and resolved.The Audit Committee is also informed on the work of KPMG through regular briefi ngs of its Chairman.Audit fees are ultimately approved by the Audi

246、t Committee.The Group and KPMG have agreed on clear guidelines as to non-audit services which it is appropriate for KPMG to provide.These services include due diligence on mergers,acquisitions and disposals and certain tax and business risk assurance and IS/IT advisory support.These guidelines ensur

247、e KPMG s independence in their capacity as auditors to the Group.KPMG monitors its independence throughout the year and confi rms its independence to the Audit Committee annually.9.Information policy Investor Relations guiding principlesNestl is committed to managing an open and consistent communica

248、tion policy with shareholders,potential investors and other interested parties.The objective is to ensure that the perception of those parties about the historical record,current performance and future prospects of Nestl is in line with management s understanding of the actual situation at Nestl.The

249、 guiding principles of this policy are that Nestl gives equal treatment to shareholders in equal situations,that any price-sensitive information is published in a timely fashion and that the information is provided in a format that is as full,simple,transparent and consistent as possible.Methodology

250、 Nestl produces each year a detailed Annual Review,which reviews the business.It also provides detailed audited Financial Statements for the year under review,prepared according to the International Financial Reporting Standards(IFRS).These are complemented by the Half-Yearly Report.Nestl publishes

251、its full-year and half-year results,and its fi rst-quarter and nine-months sales fi gures;it also publishes press releases at the time of any potentially price-sensitive event,such as signifi cant acquisitions and divestments,joint venture agreements and alliances.Major announcements,such as results

252、 of corporate activity,are accompanied by a presentation which is broadcast“live”on the internet and which anyone can choose to access,whether or not that person is a shareholder.Furthermore,Nestl has an active investor relations programme,including both group meetings and one-to-one meetings.This i

253、ncludes the Annual General Meeting,as well as presentations at the time of its full-year and half-year results.The Group also has a programme of roadshows,which take place in most fi nancial centres around the world,and hosts themed events for institutional investors and investment analysts at which

254、 members of line management give an overview of their particular areas of responsibility.These meetings focus either on recently announced fi nancial 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

255、encourage an investment decision.Corporate Governance Report 201726Information policySpecifi cally on governance topics,the Company engages into an active dialogue with investors through regular Chairman s roundtables,surveys and bilateral exchanges which are reported to the Chairman s and Corporate

256、 Governance Committee or the Board.The Company utilises the internet( ensure a rapid and equitable distribution of information.Nestl does not just rely on people visiting the site to be updated on the latest developments within the Group:anyone can sign up on the site to be alerted automatically by

257、Nestl whenever there is a change to the Investor Relations website;also press releases are distributed to major wire and news services.There are links to non-fi nancial information that may be of interest to investors,including areas such as the environment,sustainability,the Nestl Corporate Busines

258、s Principles and the Nestl Code of Business Conduct.A Corporate calendar of relevant dates is displayed on page 61 of the Annual Review 2017 and available on the Corporate website( Nestl Investor Relations Department can be contacted,either through the website,or by telephone,fax,e-mail or letter.Co

259、ntact Investor Relations Nestl S.A.,Avenue Nestl 55 CH-1800 Vevey(Switzerland)Tel.+41(0)21 924 35 09 Fax+41(0)21 924 48 00 E-mail:Corporate Governance Report 201727General Organisation of Nestl S.A.at 31 December 2017Executive BoardUlf Mark SchneiderLaurent FreixeChris JohnsonPatrice BulaWan Ling Ma

260、rtelloStefan CatsicasMarco SettembriFranois-Xavier RogerMagdi BatatoPeter VogtHeiko SchipperMaurizio PatarnelloGrgory BeharDavid P.FrickChairman of the Board of DirectorsChief Executive Offi cerNestl Skin HealthNestl Health ScienceZone AOA:Asia,Oceania and sub-Saharan AfricaZone AMS:AmericasCorporat

261、e CommunicationsOrganizational Effi ciencyHuman ResourcesCorporate Governance Compliance&Corporate ServicesOperationsFinance&ControlNestl Business ExcellenceNestl Nutrition Nestl WatersZone EMENA:Europe,Middle East&North AfricaStrategic Business Units,Marketing and SalesInnovation Technology and R&D

262、Paul BulckeUlf Mark SchneiderStuart RaetzmanGrgory BeharWan Ling MartelloLaurent FreixeEugenio SimioniWolfgang PasewaldPeter VogtDavid P.FrickMagdi BatatoFranois-Xavier RogerChris JohnsonHeiko Schipper(b)Maurizio PatarnelloPatrice BulaStefan Catsicas(a)Marco Settembri(a)Succeeded by Stefan Palzer in

263、 2018.(b)Left the Company in 2018.Corporate Governance Report 201728CompensationReport 2017Corporate Governance Report 201730Compensation Report 2017Introduction The future success of Nestl is dependent on its ability to attract,motivate and retain the right talented employees.Among the various prog

264、rammes to support this ambition is a competitive remuneration policy.Nestl believes in a performance 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 Company s shor

265、t-term and long-term objectives;compensation aligned with long-term Group strategy and shareholders interests;coherence in our remuneration plans and levels throughout the Company;competitiveness versus external market comparisons;appropriate balance of fi xed and variable remuneration and short-ter

266、m and long-term rewards.As in previous years,this Compensation Report shall be submitted to the advisory vote of the shareholders at the Annual General Meeting 2018.At the 2017 Annual General Meeting,shareholders approved the total compensation budgets for the Board of Directors and the Executive Bo

267、ard with large majorities.As explained at that time,to ensure complete accountability,the shareholders will this year be able to retrospectively vote on the Compensation Report and payouts in a consultative vote.For changes to Nestl s long-term incentive plan,see page 40 below.Corporate Governance R

268、eport 201731Compensation Report 2017GovernanceThe Board of Directors has the overall responsibility for defi ning the compensation principles used in the Group.Pursuant to art.21bis of Nestl s Articles of Association(*),the total compensation of the Board of Directors and of the Executive Board is s

269、ubject to approval by the shareholders,upon proposal by the Board of Directors.As of 31 December 2017,the governance for setting the compensation of the members of the Board of Directors and the Executive Board is defi ned as follows:Compensation of Recommended by Approved byBoard of Directors as a

270、whole Board of Directors ShareholdersExecutive Board as a whole Board of Directors ShareholdersChairman of the Board,CEO and Executive Board as a whole Compensation Committee Board of Directors(a)Non-executive members of the Board of Directors Compensation Committee Board of Directors(b)Members of t

271、he Executive Board CEO together with Chairman Compensation Committee(a)Chairman 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.Compensation Committee(CC)The CC is g

272、overned by the Compensation Committee Charter,see point 3.5.2 in the Corporate Governance section.The Committee consists of the Chairperson who is an independent and non-executive member of the Board,the Vice Chairman of the Board and two other non-executive members of the Board.The members of the C

273、C have been elected by the shareholders for one year.The Chairperson was appointed by the Board of Directors.On 31 December 2017,the composition of the CC is as follows:Chairman MembersBeat W.Hess Andreas Koopmann Jean-Pierre Roth Patrick AebischerThe tasks and areas of responsibility of the CC are

274、described on page 13 of the Corporate Governance Report 2017.(*)Nestl S.A.s Articles of Association can be found on page 49 and on Governance Report 201732Compensation Report 2017Board of DirectorsPrinciples of compensation for the members of the Board of DirectorsGovernancePursuant to art.21bis par

275、.1 of Nestl 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 Meeting h

276、as 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;(ii)the dec

277、ision of the General Meeting and,to the extent known to the Board of Directors,the main reasons for the negative vote;and(iii)Nestl s compensation principles;andb)the Board of Directors submits the amount so determined to approval by the same General Meeting,a subsequent Extraordinary General Meetin

278、g 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“clawback”rules in accordance with art.678 of the Swiss Code of Obligations.Members of the Board of Directors could be obligated to return benef

279、i ts received from the Company to the extent these are manifestly disproportionate to the performance rendered in return and to the Company s economic situation(including as a result of fraud or accounting misstatement).PrinciplesThe remuneration of the members of the Board of Directors is set to at

280、tract and retain highly qualifi ed individuals to serve on the Board of Directors.The level of remuneration refl ects the time and effort required from the members in fulfi lling their Board and Committee responsibilities.The pay structure(cash and blocked shares)is designed to ensure the Board s fo

281、cus 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 a proper level of independence.The principal benchmark used to defi ne Board remuneration is a selection of large Swiss Market Index(SMI)companies(b),a

282、djusted for the size of Nestl.These fi gures are periodically reviewed against this benchmark.Compensation 2017 for the members of the Board of DirectorsBoard membership fees and allowancesWith the exception of the Chairman and the CEO,each member of the Board of Directors receives a Board membershi

283、p fee of CHF 280 000 and an Expense Allowance of CHF 15 000.These fi gures 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,Syngenta,

284、UBS and Credit Suisse.Corporate Governance Report 201733Compensation Report 2017Members of a Board Committee receive the following additional fees(a):Chair MembersChairman s and Corporate Governance Committee CHF 300 000 CHF 200 000Compensation Committee CHF 150 000 CHF 70 000Nomination and Sustaina

285、bility Committee CHF 100 000 CHF 40 000Audit Committee CHF 150 000 CHF 100 000(a)The Chairman and the CEO Committee fees are included in their total remuneration.Committee membership on 31 December 2017 Chairman s Nomination and and Corporate Compensation Sustainability Audit Governance Committee Co

286、mmittee Committee CommitteePaul Bulcke,Chairman (Chair)Ulf Mark Schneider,CEO Andreas Koopmann,Vice Chairman Henri de Castries,Lead Independent Director (Chair)Beat W.Hess (Chair)Renato Fassbind (Chair)Steven G.Hoch Nana Lal Kidwai Jean-Pierre Roth Ann M.Veneman Eva Cheng Ruth K.Oniang o Patrick Aeb

287、ischer Ursula M.Burns The above fees and allowances cover the period between the Annual General Meeting 2017 and the Annual General Meeting 2018.They are paid in two instalments.Board membership and Committee fees are paid 50%in cash and 50%in Nestl S.A.shares,which are subject to a three-year block

288、ing period.The blocking period remains applicable upon termination of the mandate.The number of Nestl S.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 fi nancial year.For valuation purposes,the shares are discounted

289、 by 16.038%to account for the blocking period of three years.In 2017,the value was CHF 63.48.Compensation Payout 2017At the Annual General Meeting of 6 April 2017,the shareholders approved a maximum compensation for the Board of Directors of CHF 10.0 million for the period from the Annual General Me

290、eting 2017 to the Annual General Meeting 2018.The total actual compensation pay-out for this period including social security contributions is CHF 9 249 832.Corporate Governance Report 201734Compensation Report 2017Summary of compensation 2017*Number Discount value of Total Cash Social security Tota

291、l Cash in CHF(a)of shares shares in CHF(b)&Shares&addit.fees(c)CompensationPaul Bulcke,Chairman April-Dec.450 000 51 588 3 274 806 3 724 806 21 150 3 745 956Peter Brabeck-Letmathe,Chairman Jan.-March 400 000 400 000 7 050 407 050Ulf Mark Schneider,Chief Executive Offi cer(d)Andreas Koopmann,Vice Cha

292、irman 270 000 3 903 247 762 517 762 24 902 542 664Henri de Castries,Lead Independent Director 355 000 4 498 285 533 640 533 28 200 668 733Beat W.Hess 330 000 4 167 264 521 594 521 28 200 622 721Renato Fassbind 330 000 4 167 264 521 594 521 28 200 622 721Steven G.Hoch 175 000 2 117 134 387 309 387 30

293、9 387Nana Lal Kidwai 205 000 2 514 159 589 364 589 17 913 382 502Jean-Pierre Roth 190 000 2 315 146 956 336 956 15 638 352 594Ann M.Veneman 175 000 2 117 134 387 309 387 25 000 334 387Eva Cheng 205 000 2 514 159 589 364 589 17 052 381 641Ruth K.Oniang o 155 000 1 852 117 565 272 565 37 338 309 903Pa

294、trick Aebischer 190 000 2 315 146 956 336 956 27 012 363 968Ursula M.Burns 155 000 1 852 117 565 272 565 13 199 285 764Total for 2017 3 585 000 85 919 5 454 137 9 039 137 290 854 9 329 991Summary of compensation 2016*Number Discount value of Total Cash Social security Total Cash in CHF(a)of shares s

295、hares in CHF(b)&Shares&addit.fees(c)CompensationPeter Brabeck-Letmathe,Chairman 1 600 000 60 414 3 553 551 5 153 551 28 200 5 181 751Paul Bulcke,Chief Executive Offi cer(d)Andreas Koopmann,Vice Chairman 340 000 4 640 272 925 612 925 28 200 641 125Beat W.Hess 330 000 4 497 264 514 594 514 28 200 622

296、714Renato Fassbind 330 000 4 497 264 514 594 514 28 200 622 714Steven G.Hoch 175 000 2 285 134 404 309 404 309 404Nana Lal Kidwai 205 000 2 713 159 579 364 579 17 913 382 492Jean-Pierre Roth 190 000 2 499 146 991 336 991 15 638 352 629Ann M.Veneman 175 000 2 285 134 404 309 404 25 000 334 404Henri d

297、e Castries 205 000 2 713 159 579 364 579 17 913 382 492Eva Cheng 205 000 2 713 159 579 364 579 17 052 381 631Ruth K.Oniang o 155 000 1 999 117 581 272 581 37 338 309 919Patrick Aebischer(e)190 000 190 000 19 481 209 481Total for 2016 4 100 000 91 255 5 367 621 9 467 621 263 135 9 730 757*For all Boa

298、rd members except the Chairman and the CEO,the above table shows the annual compensation paid semi-annually in April and October during the respective year covering the twelve-month period starting with the Annual General Meeting.(a)The cash amount includes the expense allowance of CHF 15 000.The Ch

299、airman receives no expense allowance.(b)Nestl S.A.shares received as part of Board membership and Committee fees are valued at the closing price of the share on the SIX Swiss Exchange on the ex-dividend date,discounted by 16.038%to account for the blocking period of three years.(c)Since Company cont

300、ributions to social security are based on full earnings,whereas benefi ts are capped,only contributions that lead to future benefi ts are included.The additional cost to the Company taking into account full social security employer contributions is CHF 181 282 in 2017 and CHF 227 756 in 2016.For det

301、ails of additional fees,see page 36.(d)The CEO s compensation is disclosed in its entirety under compensation of the Executive Board.(e)As long as he remained President of EPFL(until 31 December 2016)and in accordance with an agreement with the Swiss Federal Council,Patrick Aebischer did not receive

302、 any shares,and transferred his net cash compensation to EPFL.(*)Sections highlighted with a blue bar are audited by KPMG.They include all elements the Company needs to disclose pursuant to art.14 to 16 of the Ordinance against excessive compensation in listed companies.Audited(*)Total Cash&Shares 3

303、 724 806 400 000 517 762 640 533 594 521 594 521 309 387 364 589 336 956 309 387 364 589 272 565 336 956 272 565 9 039 137 Corporate Governance Report 201735Compensation Report 2017Paul Bulcke replaced Peter Brabeck-Letmathe as Chairman of the Board,as from the Annual General Meeting 2017.In his cap

304、acity as active Chairman,Paul Bulcke received a cash compensation as well as Nestl S.A.shares,which are blocked for three years.This in particular refl ects certain responsibilities for the direction and control of the Group including the support to the new CEO,the support of Nestl Health Science an

305、d Nestl Skin Health through the respective Strategic Advisory Boards,and the direct leadership of Nestls interests in L Oral.Paul Bulcke also chairs the 2030 Water Resource Group(WRG),represents Nestl as member of the European Roundtable of Industrialists(ERT),and as member of the WEF International

306、Business Council.The remuneration includes all compensation received in relation to these activities.His total compensation was:Paul Bulcke Peter Brabeck-Letmathe 2017 2016 Number Value in CHF Number Value in CHFCash compensation 450 000(b)1 600 000Blocked shares(discounted value)51 588 3 274 806 60

307、 414 3 553 551Total Cash&Shares 3 724 806 5 153 551Company contribution to compulsory Swiss social security(a)21 150 28 200Total compensation 3 745 956 5 181 751(a)Since Company contributions to social security are based on full earnings,whereas benefi ts are capped,only contributions that lead to f

308、uture benefi ts are included.The additional cost to the Company taking into account full social security employer contributions is CHF 163 981 in 2017 and CHF 224 040 in 2016.(b)Pro-rated remuneration for the period April-December.Audited Corporate Governance Report 201736Compensation Report 2017Sha

309、res and stock options ownership of the non-executive members of the Board of Directors and closely related parties on 31 December 2017 Number of Number of shares held(a)options held(b)Paul Bulcke,Chairman 1 263 185 420 000Andreas Koopmann,Vice Chairman 101 079 Henri de Castries,Lead Independent Dire

310、ctor 18 940 Beat W.Hess 41 429 Renato Fassbind 22 921 Steven G.Hoch 167 727 Nana Lal Kidwai 16 956 Jean-Pierre Roth 14 531 Ann M.Veneman 16 961 Eva Cheng 12 769 Ruth K.Oniang o 5 743 Patrick Aebischer 2 315 Ursula M.Burns 1 852 Total as at 31 December 2017 1 686 408 420 000Total as at 31 December 20

311、16 3 969 584 127 000(a)Including shares subject to a three-year blocking period.(b)The ratio is one option for one Nestl S.A.share.Other audited information regarding the Board of DirectorsLoansThere are no loans to members of the Board of Directors.Loans to a member of the Board of Directors may on

312、ly be granted at market conditions and may,at the time of grant,not exceed the respective member s most recent total annual compensation(art.21septies of the Articles of Association).Additional fees and remuneration of the Board of DirectorsThere are no additional fees or remuneration paid by Nestl

313、S.A.or any of its Group companies,directly or indirectly,to members of the Board of Directors,except for CHF 25 000 paid to Ann M.Veneman and to Ruth K.Oniang o who serve as members of the Creating Shared Value(CSV)Council,and CHF 10 000 paid to Patrick Aebischer who serves on the Steering Committee

314、 of the Nestl Institute of Health Sciences.Compensation and loans for former members of the Board of DirectorsThere is no compensation conferred during 2017 on former members of the Board of Directors who gave up their function during the year preceding the year under review or earlier.Similarly,the

315、re are no loans outstanding to former members of the Board of Directors.Compensation or loans to related parties of members of the Board of DirectorsIn 2017,no compensation was paid to related parties of members of the Board of Directors and there were no loans outstanding to related parties.Audited

316、Corporate Governance Report 201737Compensation Report 2017Executive BoardPrinciples of compensation for members of the Executive BoardGovernancePursuant to art.21bis par.1 of Nestl s Articles of Association(*),the General Meeting shall approve annually the proposal of the Board of Directors in relat

317、ion to the maximum aggregate amount of the compensation of the Executive Board for the following fi nancial year(*).In the event the General 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

318、 amounts of compensation,provided that:a)the Board of Directors takes into account:(i)the proposed maximum aggregate amount of compensation;(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)Nestl s compensation pr

319、inciples;andb)the Board of Directors submits the amount(s)so determined to approval by the same General Meeting,a subsequent Extraordinary General Meeting or the next Annual General Meeting(art.21bis par.2 of the Articles of Association).If the maximum aggregate amount of compensation already approv

320、ed by the General Meeting is not suffi cient to also cover compensation of one or more members who become members of or are being promoted within the Executive Board during a compensation period for which the General Meeting has already approved the compensation of the Executive Board,Nestl or compa

321、nies controlled by it shall be authorised to pay such member(s)a supplementary amount during the compensation period(s)already approved.The total supplementary amount shall not exceed 40%of the aggregate amount of compensation of the Executive Board last approved by the General Meeting per compensat

322、ion period(art.21ter of the Articles of Association).PrinciplesThe principles of compensation for members of the Executive Board are the following:Pay for performanceThe Total Direct Compensation for the members of the Executive Board includes a fi xed portion(Annual Base Salary)and a variable porti

323、on(Short-Term Bonus and Long-Term Incentives).The fi xed compensation takes into account individual performance.Variable compensation is determined based on collective and individual performance.These are intended to ensure a major part of executive rewards are contingent on achieving demanding perf

324、ormance goals.(*)Nestl s S.A.s Articles of Association can be found on page 49 and on Board of Directors may submit for approval by the General Meeting deviating or additional proposals relating to the same or different periods.Corporate Governance Report 201738Compensation Report 2017Alignment with

325、 long-term company strategy and shareholder interestsCompensation for members of the Executive Board is aligned with company strategy and shareholders interests.The Short-Term Bonus payout is determined by the degree of achievement of a number of objectives aligned to annual business plans.Long-Term

326、 Incentives are provided in the form of share-based instruments,therefore ensuring alignment with shareholders interests.In 2017,the main Long-Term Incentive instrument was the Performance Share Unit Plan(PSUP),following the discontinuation of the Restricted Stock Unit Plan(RSUP).PSUs have a vesting

327、 period of three years,with a further holding period of two years for Executive Board members,leading to a total restriction period of fi ve years.Their alignment with shareholder interests is reinforced through pay-outs being tied to underlying Earnings per Share(EPS)growth and relative Total Share

328、holder Return(TSR)performance.Coherence in remuneration plans and levels throughout the CompanyThe Company aims to align remuneration plans across the Group and to ensure that compensation rewards appropriately for the added responsibilities of positions held.This is refl ected in the relative remun

329、eration levels of the Executive Board.Compensation to be internationally competitive by usingselected benchmarksThe compensation packages for the members of the Executive Board need to be competitive in a dynamic international environment.Nestl targets its overall remuneration policy to be between t

330、he median and the 75th percentile of the selected external benchmarks(please refer to page 42).Whenever appropriate,the benchmark values are adjusted for the size of Nestl.The market competitiveness of the Executive Board is therefore periodically assessed using the services of Willis Towers Watson,

331、a reputed international human capital and benefi ts consultancy.The total compensation package consists of the following elements:1.Base SalaryThe Base Salary is the foundation of the total compensation.It refl ects the experience,expertise and sustained performance of the Executive Board member as

332、well as taking account external market competitiveness.It also serves as the basis for determining the Short-Term Bonus target levels,and the allocation of Long-Term Incentives.The Base Salary is reviewed annually by the Compensation Committee.Criteria for adjustments are individual contribution and

333、 the level of competitiveness against the benchmarks.2.Short-Term BonusThe Short-Term Bonus is intended to reward results achieved against annual collective and individual performance goals related to Nestl s overall business strategy.The Short-Term Bonus is paid in cash and/or in Nestl S.A.shares,which are subject to a three-year blocking period.GovernancePursuant to art.21quater of Nestl s Artic