The Board appoints the Vice Chairman. It meets as often as business requires but at least four times per fiscal year. The meetings usually take place in Zurich. If possible, the Board of Directors meets once per year at one of the Barry Callebaut sites and combines this meeting with a visit to the local operations. During fiscal year 2019/20, the Board met six times. Typically, Board meetings last one full day. In September 2019, the Board held its meeting in combination with a three-day visit to Milan, Italy. The November 2019 and January 2020 meetings were shorter and took place in the form of video conferences. The April and July 2020 meetings were also held by way of a video conference due to COVID-19.
The Chairman invites the members of the Board to the meetings in writing, indicating the agenda and the motions for resolution thereto. The invitations are sent out at least ten business days prior to the meeting. Each member of the Board can request that the Chairman call for a meeting without undue delay. In addition to the materials for Board meetings, the members of the Board receive monthly financial reports.
At the request of one member of the Board, members of the Executive Committee and the Management can be invited to attend Board meetings. The Board can determine that other third parties, for example external consultants, may attend part or all of the meetings. In the fiscal year under review, the Chief Executive Officer, the Chief Financial Officer and, depending on the agenda items, other members of the Executive Committee and Management of the Company were present at Board meetings and/or Committee meetings.
Resolutions are adopted by a simple majority of the members of the Board being present. Resolutions can also be adopted by unanimous circular decision. Resolutions adopted at Board meetings are documented through written minutes.
The Board is regularly informed of the course of business of the Company and the Group and about material events affecting the Company and the Group by the Chief Executive Officer. At meetings of the Board, every Board member may request information concerning all matters pertaining to the Company and the Group. Outside of meetings, any request for information by a member of the Board shall be submitted to the Chairman.
The Board of Directors has formed the following Committees:
Audit, Finance, Risk, Quality & Compliance Committee
Markus R. Neuhaus (Chairman), Angela Wei Dong, Nicolas Jacobs and Tim Minges
The role of the Audit, Finance, Risk, Quality & Compliance Committee (AFRQCC) is to assist the Board in carrying out its responsibilities and make recom¬mendations regarding the Group’s accounting policies, financial reporting, internal controls, legal and regulatory compliance and quality management. The Board has not delegated any decision-making power to the AFRQCC.
In addition, the AFRQCC reviews the basic risk manage¬ment principles and guidelines, the hedging and financing strategies as well as the bases upon which the Board determines risk tolerance levels and limits for exposures of raw material positions. For details on the financial risk management, see Note 3.7 to the Consolidated Financial Statements.
The AFRQCC further assists the Board in overseeing the external auditors. The AFRQCC recommends the external auditors for election, reviews the quality of their work, their qualification and independence, the audit fees, the external audit coverage, the reporting to the Board and/or the AFRQCC, and assesses the additional non-audit services as well as the annual financial statements and the notes thereto. The external auditors attended all six meetings of the AFRQCC in fiscal year 2019/20; furthermore, the Chairman of the AFRQCC met the lead external auditor six times outside AFRQCC meetings.
The Company’s Internal Audit Department reports to the Chairman of the AFRQCC. The AFRQCC reviews the performance of Internal Audit. The scope of internal auditing encompasses the examination and evaluation of the adequacy and effectiveness of the organization’s internal control system and the quality of performance in carrying out assigned responsibilities. Significant findings of Internal Audit as well as the respective measures of the Management are presented and reviewed in the AFRQCC meetings and, in material cases, in the meetings of the full Board. The AFRQCC reviews the annual plan of the Internal Audit Department based on a risk assessment. In the last fiscal year, the Internal Audit Department was supported on three projects by third-party experts.
Pursuant to the Group’s “Compliance Committee and Whistleblowing Policy”, the Compliance Committee, chaired by the Group Compliance Officer, evaluates and, as the case may be, investigates alleged violations of the Code of Conduct and the Company’s policies under the supervision of the Chairman of the AFRQCC.
The Compliance Committee reports all pending cases to the AFRQCC on a regular basis.
The AFRQCC meets as often as business requires but at least three times per fiscal year. The meetings usually take place in Zurich. In the last fiscal year, the Committee met six times, of which four times in the form of a video conference. The meetings lasted two to three hours. One of the meetings took place in combination with the Board of Directors’ three-day visit to Milan, Italy.
Nomination & Compensation Committee
Timothy Minges (Chairman), Fernando Aguirre, Elio Leoni Sceti and Yen Yen Tan
The Company’s Nomination & Compensation Committee (NCC) is elected by the Annual General Meeting of Shareholders and advises the Board in deter¬mining and verifying the compensation strategy and regulations of the Group as well as in preparing the motions for the attention of the Annual General Meeting of Shareholders regarding the compensation of the Board and the Executive Committee. It also assists the Board in defining and monitoring the performance criteria, and it makes recommendations to the Board with respect to the selection, nomination, compensation, evaluation, and, when necessary, the replacement of key executives. The Board has not delegated any decision-making power to the NCC. The NCC establishes, jointly with the Chief Executive Officer, a general succession planning and development policy. The NCC reviews and recommends the remuneration to be paid to members of the Board and the Executive Committee. It also ensures a transparent Board and Executive Committee nomination process and evaluates potential conflicts of interest involving Management and members of the Board. The NCC monitors the developments of the regulatory framework for compensation of the top Management and the Board on an ongoing basis and develops suggestions for the respective adaptations of the Group’s compensation system.
The NCC meets as often as business requires but at least three times per fiscal year. The meetings usually take place in Zurich. Last year, the NCC met five times, of which three times in the form of a video conference. The meetings lasted two hours. One of the meetings took place in the context of the Board of Directors’ three-day visit to Milan, Italy.