雀巢公司Nestle（NSRGY） 2020年企业治理报告「OTC」.pdf

1、Corporate Governance Report 2020Compensation Report 2020Articles of Association of Nestl S.A.Amended by the Annual General Meeting of April 23,2020Corporate Governance Report 2020Corporate Governance Report 20202Situation at December 31,20201.Group structure and shareholders1.1 Group structure1.2 Si

2、gnificant shareholders1.3 Cross-shareholdings2.Capital structure2.1 Capital2.2 Conditional capital2.3 Changes in capital2.4 Shares and participation certificates2.5 Dividend-right certificates2.6 Limitations on transferability and nominee registrations2.7 Convertible bonds and options3.Board of Dire

3、ctors(1)3.1 Members of the Board of Directors3.2 Professional background and other activities and functions3.3 Mandates outside Nestl3.4 Elections and terms of office3.5 Internal organizational structure3.6 Definition of areas of responsibility3.7 Information and control instruments vis-vis the Exec

4、utive Board(2)4.Executive Board(2)4.1 Members of the Executive Board4.2 Professional background and other activities and functions4.3 Mandates outside Nestl4.4 Management contracts346202425262728293153(1)The full Board of Directors Regulations and Committee Charters are published on term Executive C

5、ommittee,as used in the SIX Directive,is replaced by Executive Board throughout this document.5.Compensation,shareholdings and loans 6.Shareholders participation rights6.1 Voting rights restrictions and representation6.2 Quorums required by the Articles of Association6.3 Convocation of the General M

6、eeting of shareholders6.4 Inclusion of items on the agenda6.5 Entries in the share register7.Change of control and defence measures7.1 Duty to make an offer7.2 Clauses on change of control8.Auditors8.1 Duration of the mandate and term of office of the lead auditor8.2 Auditing fees8.3 Additional fees