Corporate Governance

Barry Callebaut Group Corporate Governance

Corporate Governance

Board of Directors
Executive Committee
Board of Directors
Executive Committee
Barry Callebaut AG (the “Company” or “Barry Callebaut”) and its subsidiaries (together the “Group”) are committed to a high standard of corporate governance. The principles and rules of corporate governance practiced by Barry Callebaut are laid down in the Articles of Incorporation, the Organizational Regulations of the Board of Directors and the Charters of the Board Committees. These are reviewed regularly by the Board of Directors (the “Board”) and adapted as needed. This Corporate Governance Report adheres to the SIX Directive on Information Relating to Corporate Governance (DCG).

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.

The Group is organized into three different geographic Regions: Region EMEA (Europe, Middle East and Africa), Region Americas and Region Asia Pacific. The globally managed Global Cocoa organization is reported as a separate segment, like a Region. The amounts reported under the respective Regions show all chocolate sales, while the amounts reported under Global Cocoa show all sales of cocoa products to third-party customers globally, i.e. in all geographic regions.

The Group’s business can also be separated into three different product groups: Food Manufacturers,Gourmet & Specialties and Cocoa Products.

Barry Callebaut is incorporated under Swiss law and has its head offices at Hardturmstrasse 181, Zurich, Switzerland. The Company’s shares are listed on the SIX Swiss Exchange in Switzerland (ISIN number: CH0009002962). As of August 31, 2022, the total number of issued shares in the Company was 5,488,858 and the market capitalization based on issued shares was CHF 11,000 million (2021: CHF 12,811 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 30.1% of the issued share capital (2021: 30.1%).

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

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

The Executive Committee of Barry Callebaut consists of nine functions and is headed by the Chief Executive Officer.
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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.
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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 4,050,747 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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