Nestle S A : Corporate Governance Report 2021 (pdf, 2Mb)

Corporate

Governance

Report 2021

Compensation

Report 2021

Articles of

Association

of Nestlé S.A.

Amended by the Annual General Meeting of April 15, 2021

Corporate

Governance

Report 2021

	Situation at December 31, 2021
3	1.	Group structure and shareholders	25	5.	Compensation, shareholdings
	1.1	Group structure			and loans
	1.2	Significant shareholders	26	6.	Shareholders' participation rights
	1.3	Cross-shareholdings
4	2.	Capital structure		6.1	Voting rights restrictions
		and representation
	2.1	Capital		6.2	Quorums required by the Articles
	2.2	Conditional capital			of Association
	2.3	Changes in capital		6.3	Convocation of the General Meeting
	2.4	Shares and participation certificates			of shareholders
	2.5	Dividend-right certificates		6.4	Inclusion of items on the agenda
	2.6	Limitations on transferability		6.5	Entries in the share register
		and nominee registrations	27	7.	Change of control and
	2.7	Convertible bonds and options
6	3.	Board of Directors (1)			defence measures
	7.1	Duty to make an offer
	3.1	Members of the Board of Directors		7.2	Clauses on change of control
	3.2	Professional background and other	28	8.	Auditors
		activities and functions
	3.3	Mandates outside Nestlé		8.1	Duration of the mandate and term
	3.4	Elections and terms of office			of office of the lead auditor
	3.5	Internal organizational structure		8.2	Auditing fees
	3.6	Definition of areas of responsibility		8.3	Additional fees
	3.7	Information and control instruments		8.4	Information instruments pertaining
		vis-à-vis the Executive Board (2)			to the external audit
21	4.	Executive Board (2)	29	9.	Information policy
	4.1	Members of the Executive Board	30	10.	Close Periods
	4.2	Professional background and other
		activities and functions
	4.3	Mandates outside Nestlé	31		General Organization of Nestlé S.A.
	4.4	Management contracts
			33		Compensation Report 2021
			55		Articles of Association of Nestlé S.A.

1. The full Board of Directors Regulations and Committee Charters are published on www.nestle.com/investors/ corporate-governance/boardcommittees.
2. The term Executive Committee, as used in the SIX Directive, is replaced by Executive Board throughout this document.

2	Corporate Governance Report 2021

Group structure and shareholders

Preliminary remarks

The Nestlé Corporate Governance Report 2021 follows the SIX Swiss Exchange Directive on Information relating to Corporate Governance. Additional information can be found in the Compensation Report. Nestlé S.A. complies with the recommendations of the Swiss Code of Best Practice for Corporate Governance, as in force at December 31, 2021.

To avoid duplication of information, cross-references to other reports are made in some sections, namely to the Annual Review 2021, the Financial Statements 2021, which comprise the Consolidated Financial Statements of the Nestlé Group and the Financial Statements of Nestlé S.A., as well as the Articles of Association of Nestlé S.A., whose full text can be consulted in this report (page 55) or on: www.nestle.com/investors/corporate-governance/articles.

The Consolidated Financial Statements of the Nestlé Group 2021 comply with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and with Swiss law. Where necessary, these disclosures have been extended to comply with the requirements of the SIX Swiss Exchange Directive on Financial Reporting.

1. Group structure and shareholders

1.1 Group structure

Please refer to the Annual Review 2021, page 68, for the overview of Directors and Officers.

1. Description of Nestlé's operational group structure For the general organization chart of Nestlé S.A., refer to page 31 of this document. The Group's Management structure is represented in the analysis by operating

segments­ (refer to Note 3 of the Consolidated Financial Statements of the Nestlé Group 2021, page 87).

1. All listed companies belonging to the Nestlé Group The registered offices of Nestlé S.A. are in Vevey and Cham (Switzerland). Nestlé S.A. shares are listed on the SIX Swiss Exchange in Switzerland (ISIN code: CH0038863350). At December 31, 2021, the market capitalization of Nestlé S.A. was CHF 351 682 442 600. For further information see also page 73 of the Annual Review 2021 and visit our website on www.nestle.com/investors.

Please refer to the Consolidated Financial Statements of the Nestlé Group 2021, page 154, for the list of publicly listed companies of the Nestlé Group, with an indication of the company name, registered office, share capital, place of listing, securities' ISIN number, their market capitalization and the Company's participation.

1. The non-listed companies belonging to the Nestlé Group

Please refer to the Consolidated Financial Statements of the Nestlé Group 2021, page 154, for the enumeration

of companies of the Nestlé Group, joint arrangements and associates, with an indication of the company name, registered office, share capital and the Company's participation.

Corporate Governance Report 2021

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