Nestle S A : Compensation Committee Charter - June 2022

COMPENSATION COMMITTEE

CHARTER

Approved by the Board of Directors

Vevey, 16 June 2022

Compensation Committee Charter of Nestlé S.A.

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I N D E X

		Page
1.	MISSION	3
2.	COMPOSITION	3
3.	POWERS AND DUTIES	3
4.	ORGANISATION	4
5.	OTHER RESPONSIBILITIES	5

Abbreviations

CC Compensation Committee

Compensation Committee Charter of Nestlé SA

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THE COMPENSATION COMMITTEE CHARTER

1. MISSION

The Compensation Committee (CC) recommends to the Board of Directors the compensation policy and the fees to be paid to the Members of the Board of Directors, including the compensation of the Chair of the Board.

The CC proposes to the Board the remuneration system and principles for the Group for approval.

The CC reviews and approves compensation and benefits policies and programs as proposed by the CEO together with the Chair of the Board, reviews performance relevant to compensation and determines individual compensation and benefit conditions for designated senior executives.

The CC performs other tasks in relation to compensation and benefits, as may be delegated by the Board of Directors.

2. COMPOSITION

The Board of Directors appoints the Chair of the CC for a period of one year. The Chair shall be an independent and non-executive member of the Board. The other members shall be a minimum of three other non-executive members of the Board of Directors. All members shall be independent. They shall be elected by the General Meeting.

3. POWERS AND DUTIES

The CC shall, subject to the powers of the General Meeting,

1. prepare the principles for remuneration of the Board Members and submit them to the Board of Directors for approval;
2. review and discuss the remuneration system and principles for remuneration for the Company and the Group and submit them to the Board for approval. It shall define guidelines and working instructions for determining compensation of members of the Executive Board and submit them to the Board of Directors for approval;
3. prepare the proposals of the Board of Directors to be submitted for approval by the General Meeting in relation to the compensation of the Board of Directors and the Executive Board as set forth in the Articles of Association;
4. propose to the Board of Directors the individual remuneration of the Chair of the Board and the CEO;
5. approve the individual remuneration of the members of the Executive Board including its various elements, as proposed by the CEO together with the Chair of the Board;

Compensation Committee Charter of Nestlé SA

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1. review and approve general compensation and benefits policies including any long-term incentive compensation or equity plans and the allocation of benefits under such plans; it shall inform the Board of Directors of these policies and of the extent to which the plans meet their intended objectives;
2. review and approve, upon proposal by the CEO together with the Chair of the Board, the annual salary review guidelines for the Centre;
3. approve, upon proposal by the CEO together with the Chair of the Board, the annual Group short-term bonus percentage according to the achievement of the Group targets;
4. review and approve guarantees or other remuneration elements granted to members of the Executive Board;

1. review and approve any loans, termination and early retirement agreements for members of the Board of Directors or the Executive Board;

1. review all mandatory public disclosure statements of the Company relating to compensation and benefits, including its Compensation Report.

4. ORGANISATION

The CC shall meet at least three times a year. The Chair shall prepare an agenda in advance of each meeting, in consultation with the Chair of the Board. At least two members of the CC must be present to have a quorum.

The Chair shall appoint a Secretary to the CC. Minutes of the proceedings and the resolutions of the CC shall be signed by the Chair and the Secretary and made available prior to the next meeting and approved at that next meeting.

The CC has complete access to all Nestlé compensation data and compensation plans and may obtain any information it requires from the appropriate services. It is authorized to obtain independent compensation market data or other professional advice and may retain outside consultants to advise the CC.

The Chair may invite the Chair of the Board, the CEO and members of the Executive Board to attend the meetings or parts thereof. The CC may ask other members of the Board, management or outside consultants to attend the meeting or make presentations.

The Chair shall report to the Board of Directors after each meeting of the CC and keep it updated on the overall remuneration policy of the Group.

Compensation Committee Charter of Nestlé SA

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5. OTHER RESPONSIBILITIES

The CC shall

1. periodically review compensation market data and competitor benchmark data to attract and retain human resources needed to ensure competitiveness and long-term success of the business;
2. review and reassess the adequacy of this Charter and submit proposed changes to the Board of Directors for approval;
3. conduct an annual self-evaluation of its own performance.
4. •  

Compensation Committee Charter of Nestlé SA