Corporate Governance and Remuneration Policy
Operational Group Structure
Board of Directors
The Board of Directors (BoD) is Lonza’s supreme governance body, consisting of the Chairperson, the Vice Chairperson and the other members. All Board members are elected by shareholders during the Annual General Meeting. Lonza’s Board defines the strategic direction and is responsible for the ultimate management of Lonza. It monitors the business and financial performance against agreed goals and objectives, ensures that appropriate controls and systems are in place to manage risks and is committed to maintaining the highest standards of integrity and transparency in its governance of Lonza.
The Executive Committee is responsible for managing Lonza worldwide and for implementing policies and strategies as defined by the Board of Directors. It supports and coordinates the activities of the segments, corporate functions and the Global Business Services Organization. Appointed by the Board of Directors, the Executive Committee performs the duties delegated to it by the Board. Lonza’s Executive Committee consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the two Chief Operating Officers (COO) and the Chief Human Resources Officer (CHRO).
Standing Board Committees in the following areas provide corporate governance guidance and support for the Board of Directors:
Audit and Compliance Committee
Lonza’s Audit and Compliance Committee meets and consults regularly with the Executive Committee, the Lonza Audit Services (Internal Audit) and the independent external auditors to review the scope and results of their work and performance, according to the Audit and Compliance Committee Charter. This committee reviews the systems of internal control and financial reporting, as well as the company’s compliance with laws and regulations.
Nomination and Compensation Committee
The Nomination and Compensation Committee is entrusted with the review and recommendation of compensation policies and programs, as well as the compensation of the members of the Executive Committee and key executives. Furthermore, this committee evaluates potential members of the Board of Directors.
Innovation and Technology Committee
The Innovation and Technology Committee supports innovation and technology by monitoring potential technology breakthroughs, by supporting management in driving innovation projects and by providing and facilitating contacts with academia and research institutions, for example.