SYMRISE AG Symrise FactBook
Content
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3 | Investment Case | 19 | |
5 | Employees | 44 | |
6 | Strategy | 50 | |
7 | Financials | 77 | |
This chapter can also be found separately as our Corporate Governance presentation under | External • Copyright® 2024 | 1 |
https://www.symrise.com/investors/corporate-governance/#corporate-governance-presentation | ||
4. Corporate Governance
Corporate governance
Dual management system
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Competencies
Executive Board responsible for managing the company's business operations in the interest of the company with a view to create sustainable value for all stakeholders.
Supervisory Board advises and oversees the Executive Board. It is involved in strategy and planning as well as all other decisions of fundamental significance to the company.
Dual Management System
Dual board in accordance with German Corporate Law (Co-determination) and Corporate Governance Codex 2020. Both bodies cooperate closely and in a spirit of trust in managing and overseeing the company.
*In accordance with the German Co-determination Act, a supervisory board with six employee representatives must include four employee representatives of the company and two union representatives.
Two-tier system
Executive Board | ||||
Appoints and monitors | ||||
Supervisory | Board | |||
Form | ||||
Employee | Shareholder | |||
Representatives* | Representatives | |||
Elects | Elects |
WorkforceAGM
External • Copyright® 2024 | 2 |
4. Corporate Governance
Executive Board
Representatives
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Dr. Jean-Yves Parisot
Chief Executive Officer & Board member for Taste, Nutrition & Health (appt. until September 2028)
- Born in 07/02/1964 in Lunéville, France
- Degree in veterinary medicine & MBA HEC Paris
- Various management positions (e.g. at Air Liquide, Danisco)
- Joined Symrise in 2014 via Diana
- Board member since 2016
- CEO since 2024
Olaf Klinger
Chief Financial Officer (appt. until January 2028)
- Born 09/05/1965 in Heide
- Awarded degree in business administration in 1992
-
Various finance positions for other companies
(e.g. Merck, AMEOS group) - Joined Symrise in 2016 as a Board member and CFO
Dr. Stephanie Cossmann
Board member for HR & Legal and Labor Director
(appt. until January 2026)
- Born 02/10/1973 in Hanover
- Degree and PhD in Law in 2002
- Years of experience in Human Resources & Legal at LANXESS
- Joined Symrise in 2023 as a Board member
Dr. Jörn Andreas
Board member for Scent & Care (appt. until January 2026)
- Born 05/12/1980 in Hameln
- Degree and PhD in Economic Sciences in 2010
- Years of experience at Bayer and BCG and various management positions within the company
- Joined Symrise in 2011
- Board member since 2023
Age limit for the executive board: No appointment after 65th birthday
Read the Rules of Procedure for the Executive Board here.
External • Copyright® 2024
3
4. Corporate Governance
Supervisory Board
Representatives
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Harald Feist | |
Michael König | * 05/11/1962 in |
* 03/09/1963 in Iserlohn | Stadtoldendorf |
Chairman of the works | |
CEO Nobian Industrial | |
council and Chairman of the | |
Chemicals B.V. | |
general works council at | |
Since 2020 | Symrise AG |
(Chairman since 2020) | Since 2013 |
(Vice Chairman since 2018) | |
André Kirchhoff | |
* 20/08/1965 in | Bernd Hirsch |
Stadtoldendorf | * 24/07/1970 in Ellwangen |
Independent member of the | |
CFO COFRA AG | |
works council at Symrise AG | |
Since 2018 | |
Since 2016 | |
Ursula Buck | Jeannette Chiarlitti |
* 24/10/1961 in Ulm | |
* 15/03/1982 in Schoenebeck | |
Managing Director | |
Deputy Regional Head of IG | |
of Top Managementberatung | |
BCE for the North region | |
BuckConsult | |
Since 2016 | |
Since 2016 | |
Dr. Jakob Ley | |
* 01/03/1967 in Bonn | Jan Zijderveld |
Director Research Biobased | |
* 09/05/1964 in Ede | |
Ingredients Research & | |
Professional Supervisory | |
Technology Taste, Nutrition & | |
Board Member | |
Health at Symrise AG | |
Since 2021 | Since 2023 |
The maximum term of office for a Supervisory Board member is
four years
and must end at the conclusion of the
AGM following the member´s
70th birthday.
The maximum limit for membership in the
Prof. Dr. Andrea | Andrea Püttcher | Malte Lückert | |||
* 03/02/1988 in Soltau | |||||
* 04/10/1977 in Holzminden | Peter Vanacker | ||||
Pfeifer | Secretary of the Executive | ||||
Vice Chairperson of the | * 11/03/1966 in Wervik | Board, Division 2 for | |||
* 26/09/1957 in Munich | works council and Vice | ||||
CEO LyondellBasell. | Economic, Sectoral & | ||||
CEO AC Immune S.A. | Chairperson of the general | ||||
Collective Bargaining Policy | |||||
works council at Symrise AG | Since 2020 | ||||
Since 2011 | and HR, IG BCE | ||||
Since 2018 | |||||
Since 2023 | |||||
Employee representatives | Shareholder representatives | ||||
Supervisory Board is four terms of office.
Read the Rules of Procedure for the
Supervisory Board here.
External • Copyright® 2024 | 4 |
4. Corporate Governance
Supervisory Board - Qualification matrix (as of Dec 31, 2023) Shareholder representatives
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Role | Competences | Diversity criteria | ||||||||||||||||||||
Indus | Functional | ESG | ||||||||||||||||||||
-try | ||||||||||||||||||||||
Independency | Initial election | End of term (AGM) | Overboarding1 | Experience in Taste, Nutrition & Health, Scent & Care | Human Resources | General management | Production & raw materials | Financial expert | Quality / Regulatory / Risk management | International experience | Innovation / R&D management | Executive position | IT & IT security expertise | Environmental | Social /Safety at work / Health protection | Governance | Year of birth | Nationality | Gender2 | |||
Ursula Buck | Yes | 2016 | 2025 | No | 1961 | German | F | |||||||||||||||
Jan Zijderveld | Yes | 2023 | 2025 | No | 1964 | Dutch | M | |||||||||||||||
Bernd Hirsch | Yes | 2018 | 2025 | No | 1970 | German | M | |||||||||||||||
Michael König | Yes | 2020 | 2025 | No | 1963 | German | M | |||||||||||||||
(Chairman) | ||||||||||||||||||||||
Prof. Dr. Andrea | Yes | 2011 | 2025 | No | 1957 | Swiss + | F | |||||||||||||||
Pfeifer | German | |||||||||||||||||||||
Peter Vanacker | Yes | 2020 | 2025 | No | 1966 | Belgian+ | M | |||||||||||||||
German | ||||||||||||||||||||||
Matrix in accordance with section C.1 of the German Corporate Governance Code 2022. | ||||||||||||||||||||||
1 In accordance with section C.4 & C.5 of the German Corporate Governance Code 2022. | External • | Copyright® 2024 | 5 | |||||||||||||||||||
2 F = Female, M = Male. | ||||||||||||||||||||||
4. Corporate Governance
Supervisory Board - Qualification matrix (as of Dec 31, 2023) Employee representatives
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Role
Competences
Indus | Functional | ESG |
-try | ||
Diversity criteria
Independency | Initial election |
End of term (AGM)
Overboarding1
Scent & Care
Nutrition & Health,
Experience in Taste,
Human Resources
General management
Production & raw materials
Financial expert
Quality / Regulatory / Risk management
International experience
Innovation / R&D management
Executive position
IT & IT security expertise
Environmental
Social /Safety at work / Health protection
Governance
Year of birth | Nationality | Gender2 |
Jeannette Chiarlitti | No | 2016 | 2026 | No |
Harald Feist | No | 2013 | 2026 | No |
(Vice Chairman) | ||||
André Kirchhoff | Yes | 2016 | 2026 | No |
Dr. Jakob Ley | No | 2021 | 2026 | No |
Andrea Püttcher | No | 2018 | 2026 | No |
Malte Lückert | Yes | 2023 | 2026 | No |
Matrix in accordance with section C.1 of the German Corporate Governance Code 2022.
- In accordance with section C.4 & C.5 of the German Corporate Governance Code 2022.
- F = Female, M = Male.
1982 | German | F | |
1962 | German | M | |
1965 | German | M | |
1967 | German | M | |
1977 | German | F | |
1988 | German | M | |
External • Copyright® 2024 | 6 |
4. Corporate Governance
Supervisory Board
Six experienced shareholder representatives
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Michael König | Bernd Hirsch | Ursula Buck | ||
(*1963) | (*1970) | (*1961) | ||
Graduate Engineer in | Degree in Business | Degree in Business | ||
Chemical Process | Economics, University of | Economics, University of | ||
Engineering, Univ. | Würzburg | Augsburg | ||
Dortmund | ||||
CEO | CFO | Managing Director of | ||
Nobian Industrial | COFRA Holding AG | BC BuckConsult | ||
Chemicals B.V. | ||||
Expert in Chemistry, | Expert in Finance | Expert in Fragrances, | ||
ESG and broad | (profound knowledge of | fast-moving consumer | ||
international expertise | internal company | goods industry, brands | ||
in Asia, especially China | processes) and IT | and brand | ||
communication | ||||
Prof. Dr. Andrea Pfeifer (*1957)
PhD in Toxicology, Univ. Würzburg; habilitation University of Lausanne
CEO
AC Immune S.A.
Expert in Life Science and Bio-Technology, especially Nutrition and consumer health
Jan Zijderveld
(*1964)
Degree in Business Management, University of Waikato
Professional Supervisory Board Member
Expert in Food & Beverages and Scent & Care, fast-moving consumer goods industry, brand and marketing
Peter Vanacker
(*1966)
MSc. Chemical Engineering, University of Gent
CEO
LyondellBasell Industries N.V.
Expert in green chemistry, ESG, lean processing, cyber security, and broad international expertise esp. Americas
Read the supervisory board members' full CVs here.
External • Copyright® 2024 | 7 |
4. Corporate Governance
Supervisory Board
Committees and its members
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Personnel
Committee
Responsible for matters pertaining to the Executive Board including the appointment of new members, succession planning and the development of the remuneration system.
Members
Michael König Chairman
Harald Feist
Jan Zijderveld
Dr. Jakob Ley
Prof. Dr. Andrea Pfeifer
Jeannette Chiarlitti
Auditing
Committee
Focuses on matters relating to the annual financial statements including monitoring of the accounting process, effectiveness of the internal controlling and risk management system and independence of the auditor.
Members
Bernd Hirsch Chairman
Ursula Buck
Harald Feist
Michael König
Andrea Püttcher
Malte Lückert
Arbitration | Nominations | |
Committee | Committee | |
Makes a proposal in case no | Recommends suitable | |
two-third majority is reached | candidates to represent | |
for the appointment or the | shareholders when new | |
cancellation of an appointment | Supervisory Board elections | |
of Executive Board members. | are coming up. | |
Members | Members | |||||
Michael König Chairman | Michael König Chairman | |||||
Ursula Buck | Jan Zijderveld | |||||
Harald Feist | Prof. Dr. Andrea Pfeifer | |||||
André Kirchhoff | ||||||
Employee representatives | Shareholder representatives | ||
External • Copyright® 2024 | 8 |
4. Corporate Governance
Supervisory Board
attendance rate in meetings during the 2023 fiscal year*
-
Member name
Michael König (Chairman)
Ursula Buck
Jeannette Chiarlitti
Harald Feist
Horst-Otto Gerberding (until May 10, 2023)
Bernd Hirsch
André Kirchhoff
Dr. Jakob Ley
Prof. Dr. Andrea Pfeifer
Andrea Püttcher
Peter Vanacker
Peter Winkelmann (until Mai 31, 2023) Malte Lückert (from June 13, 2023) Jan Zijerderveld (from May 10, 2023)
Supervisory Board Meeting (Total: 7)
- %
-
%
71 %
- %
66 %
- %
- %
- %
- %
-
%
85 %
- %
- %
- %
Personnel | |
Member name | Committee |
(Total: 5) | |
Michael König (Chairman) | 100 % |
Harald Feist | 100 % |
Horst-Otto Gerberding (until May 10, | 66 % |
2023) | |
Dr. Jakob Ley | 100 % |
Prof. Dr. Andrea Pfeifer | 100 % |
Peter Winkelmann (until Mai 31, 2023) | 100 % |
Jeannette Chiarlitti (from September | 100 % |
14, 2023) | |
Jan Zijderveld (from May 10, 2023) | 100 % |
Audit | |
Member name | Committee |
(Total: 5) | |
Bernd Hirsch (Chairman) | 100 % |
Ursula Buck | 100 % |
Jeannette Chiarlitti (until September | 75 % |
13, 2023) | |
Harald Feist | 100 % |
Michael König | 100 % |
Andrea Püttcher | 100 % |
Malte Lückert (from September 14, | 100 % |
2023) | |
* It was not necessary to convene the Arbitration Committee and the Nomination Committee during the 2023 fiscal year | External • Copyright® 2024 | 9 |
4. Corporate Governance
Executive Board
New remuneration system 2022 compared to remuneration system 2021
-
Aspect
Adjustment | Reason for adjustment | |
Remuneration
structure
Short-term
incentive
Long-term incentive
Other contractual
aspects
- New target remuneration structure:
- Fixed remuneration: 30% (changed from previously 35%)
- Short-termincentive: 30% (remains 30%)
- Long-termincentive: 40% (changed from previously 35%)
- Specification of the financial performance criteria and their weighting:
- organic net sales growth (30%)
- EBITDA margin (30%)
- business free cash flow as % of sales (20%)
- Use of performance share plan (previously performance cash plan)
- Performance period extended from three to four years
- Earnings per share and ESG goals included as performance criteria in addition to relative TSR (previously only relative TSR)
- No accelerated vesting in case of change of control
- Maximum remuneration at €5.2 million for CEO and €3.4 million for ordinary Executive Board members
- Decreased severance pay cap from three to two years (also in case of change of control), still limited to remaining term
- Offsetting of termination benefits against waiting allowance
- Even stronger focus on the company's long-term development
- Strengthening the pay-for-performance link of the remuneration system
- Reduced complexity due to the reduction of financial performance criteria
- Significant increase in transparency as concrete financial performance criteria and weightings are determined in the remuneration system and disclosed
- Stronger link to the share price development of Symrise
- Increased alignment with wider shareholder and stakeholder interests
- Stronger long-term orientation
- Increased focus on profitability and sustainability
- Alignment with German Corporate Governance Code recommendations
- Level of maximum remuneration in line with market practice
- Alignment with German Corporate Governance Code recommendations and consideration of best practice
External • Copyright® 2024 | 10 |
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Symrise AG published this content on 04 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 May 2024 06:02:06 UTC.
