Corporate Governance Report 2009
Situation at 31 December 2009
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1. 1.1 1.2 1.3 2. 2.1 2.2 2.3 2.4 2.5 2.6 2.7 3. 3.1 3.2 3.3 3.4 3.5 3.6 3.7 4. 4.1 4.2 4.3 5. 6. 6.1 6.2 6.3 6.4 6.5 7. 7.1 7.2 8. 8.1 8.2 8.3 8.4 9.
Group structure and shareholders Group structure Signiﬁcantshareholders Cross-shareholdings Capital structure Capital Conditional capital Changes in capital Shares and participation certiﬁcates Proﬁt sharing certiﬁcates Limitations on transferability and nominee registrations Convertible bonds and warrants/options Board of Directors (1) Members of the Board of Directors Professional background and other activities and functions Cross-involvement Electionsand terms of ofﬁce Internal organisational structure Deﬁnition of areas of responsibility Information and control instruments vis-à-vis the Executive Board (2) Executive Board Members of the Executive Board Professional background and other activities and functions Management contracts Compensations, shareholdings and loans Shareholders’ participation Voting rights and representation restrictionsStatutory quorums Convocation of the General Meeting of shareholders Inclusion of item on the agenda Inscriptions into the share register Change of control and defence measures Duty to make an offer Clauses on change of control Auditors Duration of the mandate and term of ofﬁce of the lead auditor Auditing fees Additional fees Supervisory and control instruments pertaining to the auditInformation policy
General Organisation of Nestlé S.A. Appendix 1: Compensation Report 2009 Appendix 2: Articles of Association of Nestlé S.A.
(1) The full Board of Directors Regulations and Committee Charters are published on www.nestle.com. (2) The term Executive Committee, as used in the SIX Directive, is replaced by Executive Board throughout this document.
The NestléCorporate Governance Report 2009 follows the SIX Swiss Exchange Directive on Information Relating to Corporate Governance and takes into account the Swiss Code of Best Practice for Corporate Governance. Additional information can be found in the Compensation Report (Appendix 1). To avoid duplication of information, cross-referencing to other reports is made in some sections, namely the Annual Report2009, the 2009 Financial Statements that 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 Appendix 2 or on www.nestle.com. The Consolidated Financial Statements of the Nestlé Group 2009 comply with International Financial Reporting Standards(IFRS) issued by the International Accounting Standards Board (IASB) and with the Interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC). Where necessary, these disclosures have been extended to comply with the requirements of the SIX Swiss Exchange Directive. 1. 1.1 Group structure and shareholders Group structure Please refer to the Annual Report 2009 forthe overview of Directors and Ofﬁcers.
1.1.3 The non-listed companies belonging to the issuer’s consolidated entities Please refer to the Consolidated Financial Statements of the Nestlé Group 2009, page 118 for the enumeration of the principal afﬁliated and associated companies, with an indication of their company names, registered ofﬁce, share capital and the Company’s participation. 1.2Signiﬁcant shareholders On 31 December 2009, Nestlé S.A. held, together with a Nestlé subsidiary, 178 001 603 treasury shares representing 4.9% of the share capital, including 3.9% repurchased under the Share Buy-Back Programmes (refer to Note 21 of the Consolidated Financial Statements of the Nestlé Group 2009). During 2009, the Company published on the electronic publication platform of the SIX...
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