2024 Governance, Compensation and Financial Report

Connected through our global presence Our size and operational footprint give us unique exposure to a variety of markets About this report Being a sustainable business is our promise, acting as a force for good is ourobjective. Guided by our purpose of ‘Creating for happier, healthier lives withlove for nature. Let's imagine together.’ we will continue to deliver sustainablevalue creation that benefits all. Frameworks applied –SIX Directive CorporateGovernance–Swiss Code of Best Practicefor Corporate Governance–IFRS–Alternative PerformanceMeasures Alternative performancemeasures This stand-alone document provides details of our stable and efficient corporategovernance and compensation principles that ensure our sustainable valuecreation. Our comprehensive financial performance may be found in theconsolidated financial report and statutory financial report, while our Alternativeperformance measures is detailedon page 121. 2024 reporting suite –Integrated Report on economicand ESG performance–Governance, Compensationand Financial Report–Digital Integrated Report Our mid-term priorities: Our 2025 strategyCommitted to Growth, with Purpose Our long-term ambition: Our purpose Creating for happier, healthier lives with love for nature. Let's imagine together. Table of contents Financial Report Alternative performancemeasures Governance Report Alternative performance measures121 Governance Report Ensuring proper checks and balances 2024 Governance,Compensation andFinancial Report The internal corporate governance frame-work is based on Givaudan SA's Articlesof Incorporation. The ‘Organisationalregulation of Givaudan SA’, the Company'sorganisational regulation, further clarifiesthe duties, powers and regulations of thegoverning bodies of the Company. We take pride in our transparentgovernance, which ensures we manage andsupervise our operations in a responsibleway. Our structures and processes for thedirection and control of our Companysupport a continued focus on value creationfor all our stakeholders. This Governance report is aligned withinternational standards and has beenprepared in accordance with the ‘SwissCode of Obligations’, the ‘Directive onInformation Relating to CorporateGovernance’ issued by the SIX ExchangeRegulation and the ‘Swiss Code of BestPractice for Corporate Governance’ issuedby economiesuisse. Except where otherwise provided by law,the Articles of Incorporation and theOrganisational regulation of Givaudan SA,all areas of management are fully delegatedby the Board of Directors, with the powerto sub-delegate, to the Chief ExecutiveOfficer, the Executive Committee and itsmembers. The Organisational regulationof Givaudan SA, also specifies theduties and the functioning of the Board'sfour committees. Download Alternative performancemeasures www.givaudan.com › Our company › Responsible business ›Position statements, policies, rules, reports › under ‘Rules’:Articles of Incorporation,Board Regulations of Givaudanandother documentation regarding Givaudan's principlesof corporate governance. Our solid governanceis an important foundationfor Givaudan's businessand enables us to deliveron our purpose, strategyand performance.Calvin Grieder, Chairman Group structure and shareholders 2024 Governance,Compensation andFinancial Report 1.2Significant shareholders 1.1Group structure Both divisions have a sales and marketingpresence in all major countries andmarkets as well as science and technologyorganisations. They share resources andknowledge in the areas of research andmarket & consumer analysis, whereapplicable. Corporate functions includeFinance, Procurement, Sustainability, HumanResources (HR), Legal & Integrity Affairs, RiskManagement, Environment Health &Safety (EHS) and Communications aswell as Givaudan Business Solutions (GBS)and Internal Audit. GBS provides internalend-to-end processes and services inthe areas of Finance, Controlling, HR,Procurement, Supply Chain, EHS,Enterprise Data Management, IT,Engineering Sustainability and ContinuousImprovement services. 1.1.3Unlisted companies within thescope of consolidation 1.1.1Description of the issuer'soperational Group structure To the knowledge of the Company, thefollowing shareholders were the onlybeneficial shareholders holding more than3% of the share capital of Givaudan SA asat 31 December 2024 (or as at the date oftheir last notification under article 20 of theStock Exchange Act): The list of principal consolidated companies,their domiciles and the shareholding ispresented onpage 102, in note 32 to the2024 consolidated financial statements.Note 1 to the consolidated financialstatements as well as note 3 to the statutoryfinancial statements onpages 111–112offermore details regarding the structure of theGroup. All unlisted subsidiaries are wholly-owned, unless otherwise indicated in notes 3and 4 to the statutory financial statementsmentioned above. Givaudan SA, the parent company of theGivaudan Group, with its r