Corporate Governance

Board of Directors
Executive Committee
The information that follows is provided in accordance with the Directive on Information Relating to Corporate Governance issued by the SIX Exchange Regulation division (DCG). The principles and rules of Corporate Governance as practiced by Barry Callebaut AG are laid down in the Articles of Incorporation, the Internal Regulations of the Board of Directors and the Charters of the Board Committees. These are reviewed regularly by the Board of Directors and adapted as needed.

The Corporate Governance sections in the Annual Report and on the web reflect the set of guidelines, policies and rules determining how the company is directed and controlled, how rights and responsibilities are distributed among participants in the company and how decisions on corporate affairs are made.

Barry Callebaut AG (the “Company”) was incorporated on December 13, 1994, under Swiss law and has its head offices at Pfingstweidstrasse 60, Zurich, Switzerland. The Company is registered in Switzerland and has been listed on the SIX Swiss Exchange (BARN, ISIN Number: CH0009002962) since 1998. The Company has not requested admission to trading of its shares on any other stock exchange. As at August 31, 2020, the total number of issued shares in the Company was 5,488,858 and the market capitalization based on issued shares was CHF 10,978 million (August 31, 2019: CHF 11,109 million).

The principal subsidiaries of the Company are listed in Note 5.3 to the Consolidated Financial Statements. The significant shareholders of the Company are listed in Note 5.4 to the Consolidated Financial Statements, with Jacobs Holding AG as the reference shareholder holding 40.1% of the issued share capital (August 31, 2019: 50.1%).

The Company is not aware of any cross-shareholding agreements exceeding 5% of its capital or voting rights on both sides.

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Each share of Barry Callebaut AG carries one vote at the General Meeting of Shareholders. Voting rights may be exercised only after a shareholder has been registered in the Company’s share register as a shareholder with voting rights.
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The Board of Directors is ultimately responsible for the policies and management of the Company.
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The Executive Committee consists of eight functions and is headed by the Chief Executive Officer. For external activities of each member of the Executive Committee, see the respective curriculum vitae. No member of the Execu­tive Committee may hold more than five additional mandates, of which no more than two may be in stock-exchange-listed companies.
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The Board of Directors constitutes itself at its first meeting subsequent to the Company’s Annual General Meeting of Shareholders, with the exception of the Chairman and the members of the Compensation Committee, who are elected by the Annual General Meeting of Shareholders pursuant to the Articles of Incorporation and Swiss corporate law.
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Capital structure

The information required by the DCG regarding the capital structure is provided in note 25 (share capital, movements in the share capital) to the Consolidated Finan­cial Statements. The Company has no convertible bonds out­standing. The issued share capital is divided into 5,488,858 registered shares with a nominal value of CHF 0.02 each. All of the issued shares are fully paid and validly issued and are not subject to calls for additional payments of any kind. The Company has one class of shares, which carries no right to a fixed dividend.

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