Corporate Governance

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, with head offices located at Pfingstweidstrasse 60 in 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, 2018, the total number of issued shares in the Company was 5,488,858 and Barry Callebaut’s market capitalization based on issued shares was CHF 9,484.7 million (August 31, 2017: CHF 7,574.6 million).

The principal subsidiaries of the Company are listed in note 29 to the Consolidated Financial Statements. The significant shareholders of the Company are listed in note 3.4 to the Financial Statements of the Company with Jacobs Holding AG as the majority shareholder with a participation of 50.11% of the issued share capital (August 31, 2017: 50.11%).

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Barry Callebaut Group Organization

Our organization

Get a quick overview of how the Barry Callebaut Group is organized.
Barry Callebaut chocolate and ice cream

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.
Barry Callebaut Group - Board of Directors

Board of Directors

The Board of Directors is ultimately responsible for the policies and management of the Company.
Barry Callebaut Group - Executive Committee

Executive Committee

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.
Piping chocolate mousse

Functioning of the Board

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.
Barry Callebaut chocolate with fruits

Shareholders’ participation

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.
Barry Callebaut dessert

External auditors

At the Annual General Meeting of Shareholders of the Company held on December 13, 2017, the shareholders voted to appoint KPMG AG, Zurich, as statutory auditors.
Barry Callebaut change of control and defense

Change of control and defense measures

According to the Swiss Stock Exchange and Securities Trading Act, an investor who acquires 33.3% of all voting rights in the Company has to submit a take-over offer for all shares outstanding. The Company has not elected to change or opt out of this rule.
Barry Callebaut Cocoa Nibs

Information policy

The Company is committed to continuous and open communication with its shareholders, potential investors and other stakeholders based on the principles of transparency and equal treatment, i.e. simultaneous provision of price-sensitive information and no selective disclosure.
Barry Callebaut chocolate

Remuneration Report

The Remuneration Report describes the fundamental principles of the remuneration system at Barry Callebaut as well as the governance framework related to remuneration decisions.
Barry Callebaut chocolate applications

Risk management procedures

The Barry Callebaut Group operates in the food industry and is exposed to a variety of risks and uncertainties. These are monitored through management processes and overseen by the Group’s enterprise risk management framework.
Barry Callebaut chocolate applications

Approach to tax

The Tax Strategy is published in conformity with the United Kingdom (“UK”) statutory obligation under Paragraph 16 (2) and Schedule 19 of the Finance Act of 2016. It applies to all Barry Callebaut Group entities in the UK as at 31 August 2017.

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Get in Touch

Your Barry Callebaut Group Contacts

Christiaan Prins
Head of External Affairs
+41 43 204 03 76
Send e-mail
Claudia Pedretti
Head of Investor Relations
+41 43 204 04 23
Send e-mail

Barry Callebaut head office

Barry Callebaut AG (Head Office)
Westpark
Pfingstweidstrasse 60
8005 Zurich
Switzerland

+41 43 204 04 04
+41 43 204 04 00