Board of Directors

Portrait photo of Albert M. Baehny (portrait)
Chairperson

Albert M. Baehny

Chairperson of the Board of Directors of Lonza Group Ltd (since 2018)
Member of the Board of Directors (since April 2017)

Albert M. Baehny, a Swiss citizen, holds a degree in biology from the University of Fribourg (CH).

Current Activities and Functions

Public Company Boards:

  • Member of the Board of Investis Group Holding SA (since 2016)
  • Chairman of the Board of Directors of Geberit (since 2011)
Former Activities and Functions
  • CEO of Geberit Group (2005–2014)
  • Head of Group Division Marketing and Sales Europe for Geberit Group (2003–2004)
  • Senior Vice-President at Wacker Chemie AG (2001–2002)
  • Various Marketing, Sales, Strategic Planning and Global Management Positions with:
    • Vantico (2000–2001)
    • Ciba-Geigy / Ciba Specialty Chemicals (1994–2000)
    • Dow Chemicals Europe (1981–1993)
    • Serono-Hypolab (1979–1981)
Portrait photo of Patrick Aebischer (portrait)
Vice-Chairperson

Patrick Aebischer

Member of the Board of Directors of Lonza Group Ltd (since March 2008), Vice-Chairperson

Patrick Aebischer holds a doctorate in medicine from the University of Geneva (CH). He has received numerous honors, including the Robert Bing Prize of the Swiss Academy of Medicine and the Pfizer Foundation Prize for Clinical Neurosciences.

Current Activities and Functions

Public Company Boards:

  • Member of the Board of Directors of Logitech SA (since 2016)
  • Member of the Board of Directors of Nestlé SA (since 2015)

Further Appointments:

  • Senior Partner of NanoDimension Management Limited (since 2017)
  • Senate member of the Deutsches Zentrum für Neurodegenerative Erkrankungen (DZNE) (since 2016)
  • Scientific technical committee member of the Italian Institute of Technology (since 2015)
  • Chairman of the Board of the Novartis Venture Fund (since 2014)
  • Member of the Singapore Biomedical Sciences International Advisory Council (since 2013)
  • Chairman of the Board of Amazentis SA (since 2007)
  • Professor of Neurosciences, Swiss Federal Institute of Technology Lausanne (EPFL) (since 2000)
Former Activities and Functions
  • Representative of the EPFL on the boards of various Swiss foundations
  • President of the Swiss Federal Institute of Technology of Lausanne (EPFL) (2000–2016)
  • Member of the Foundation Board of the World Economic Forum (2013–2016)
Portrait photo of Werner Bauer (portrait)
Member

Werner Bauer

Member of the Board of Directors of Lonza Group Ltd (since April 2013)

Werner Bauer holds a diploma and PhD in chemical engineering from the University of Erlangen-Nürnberg (DE). He has received several scientific honors, including the BioAlps Award 2011 and Honorary Senator from the Technical University of Munich (DE).

Current Activities and Functions

Public Company Boards:

  • Vice-Chairman of the Board of Directors of Givaudan SA (since 2014)

Further Appointments:

  • Vice-Chairman of the Supervisory Board of Bertelsmann SE & Co. KGaA (since 2012) and Chairman of the Board of Trustees of the Bertelsmann Foundation (since 2011)
  • Member of the Supervisory Board of SIG Combibloc Group AG (since 2018)
Former Activities and Functions
  • Member of the Supervisory Board of GEA Group AG (2011–2018)
  • Chairman of the Supervisory Board of Nestlé Deutschland AG (2007–2017)
  • Executive Vice-President of Nestlé SA, Head of Innovation, Technology, Research and Development (2007–2013)
  • Executive Vice-President of Nestlé SA, Head of Technical, Production, Environment, Research & Development (2002–2007)
  • Various managerial positions of increasing responsibility at Nestlé (1990–2002)
  • Chairman of the Board of Directors of Galderma Pharma SA (2011–2014)
  • Member of the Board of Directors of L’OREAL, France (2005–2012)
  • Member of the Board of Directors of Alcon Inc., Switzerland (2002–2010)
  • Director of the Fraunhofer Institute for Food Technology & Packaging and Professor in Bioprocess Technology at Technical University Munich (1985–1990)
  • Professor of Chemical Engineering at the Technical University of Hamburg (1980–1985)
Portrait photo of Angelica Kohlmann (portrait)
Member

Angelica Kohlmann

Member of the Board of Directors of Lonza Group Ltd (since May 2018)

Angelica Kohlmann, a German-Brazilian citizen, holds a MD and doctorate in medicine from Hamburg University (DE).

Current Activities and Functions

(No Public Company Boards)

  • Member International Advisory Board IE University and Business School, Madrid (since 2017)
  • Chairman Board of Directors, Bloom Diagnostics AG (since 2014)
  • Chairman Board of Directors, Kohlmann & Co AG (since 2013)
  • International investor in biotech and tech, based in Switzerland (since 2014)
  • Board Observer Teralytics AG (since 2017)
  • Chairman Advisory Board Peter Drucker Society Europe / Global Peter Drucker Forum, Vienna (since 2009)
Former Activities and Functions
  • Member Advisory Board UBS Unique (2017–2018)
  • Director Trinnacle Fund Ltd (2016–2017)
  • Member Board of Directors Teralytics AG (2013–2016)
  • Founder & CEO Ifitech GmbH, Germany (2010–2017)
  • International investor in biotech and tech, based in Germany (2000–2013)
  • International consultant for strategy, management, investments and restructuring (1992–1999)
  • Head global restructuring Behringwerke AG, Germany (1990–1992)
  • Member Board Staff Hoechst AG, Germany (1988–1990)
  • International Marketing Group Leader at Behringwerke AG (1986–1988)
  • MD Anderson Cancer Center, Houston and Memorial Sloan Kettering Cancer Center, New York, USA – various cancer research functions
Portrait photo of Christoph Mäder (portrait)
Member

Christoph Mäder

Member of the Board of Directors of Lonza Group Ltd (since April 2016)

Christoph Mäder holds a Master’s degree in law from the University of Basel (CH) and is admitted to the Swiss Bar.

Current Activities and Functions

Public Company Boards:

  • Member of the Board of EMS Chemie Holding AG (since 2018)

Further Appointments:

  • Member of the Board Committee of economiesuisse (since 2017)
  • Member of the Council of Schweizer Jugend forscht (since 2018)
Former Activities and Functions
  • Member of the Group of Executive Committee of Syngenta (2000–2018)
  • Vice-Chairman of economiesuisse (2011–2017)
  • Member of the Executive Board of the Business and Industry Advisory Committee (BIAC) for the Organization for Economic Co-operation and Development (OECD) (2012–2016)
  • Head of Legal & Public Affairs for Novartis Crop Protection AG (1999–2000)
  • Senior Corporate Counsel for Novartis International AG (1992–1998)
  • Member of the Board of scienceindustries (since 2003)
  • Member of the Board of the Basel Chamber of Commerce (since 2002)
Portrait photo of Barbara Richmond (portrait)
Member

Barbara Richmond

Member of the Board of Directors of Lonza Group Ltd (since April 2014)

Barbara Richmond holds a first-class degree in management science from the University of Manchester Institute of Science and Technology in England. Barbara Richmond has substantial knowledge as a financial expert, demonstrated by her roles as CFO for various companies. She is a Fellow of the Institute of Chartered Accountants in England and Wales.

Current Activities and Functions

Public Company Boards:

  • Group CFO of Redrow plc (since 2010)
Former Activities and Functions
  • Group CFO of Inchcape plc (2006–2009)
  • Non-Executive Director and Audit Committee Chair of Scarborough Building Society until its merger with The Skipton Building Society (2005–2009)
  • Non-Executive Director, Senior Independent Director and Audit Committee Chair of Carclo Group plc (2000–2006)
  • Group CFO of Croda International plc (1997–2006) with dual role as Group CFO and President of Active Ingredients and Industrial Chemicals from 2002 to 2006
  • Group CFO of Whessoe plc in 1993 (1993–1997)
  • Various financial roles in Alstom Group SA (1987–1992)
  • Auditor and management consultant for Arthur Andersen (1981–1984)
Portrait photo of Margot Scheltema (portrait)
Member

Margot Scheltema

Member of the Board of Directors of Lonza Group Ltd (since April 2012)

Margot Scheltema holds a doctorate in international law from the University of Amsterdam and a master of international affairs (MIA) from Columbia University in New York, NY (USA). Margot Scheltema has substantial knowledge as a finance, corporate governance and risk management expert, demonstrated by her operative roles in finance and management and supervisory roles in the financial sector (bank, central bank, insurance and pension funds).

Current Activities and Functions

(No Public Company Boards)

  • NEDAP (NE Director) NV (since 2018)
  • Vice-chair of the Supervisory Board of the Dutch Central Bank (since 2015) (financial institution)
  • Member of the Central Plan Committee Dutch Planning Bureau (since 2014)
  • Chair of the Monitoring Committee of the Dutch Pension Fund Code (since 2014)
  • Council to the Enterprise Chamber of the Amsterdam Court of Appeal (since 2013)
  • Member of the Supervisory Board of Warmtebedrijf Rotterdam (since 2011)
  • Member of the Supervisory Board of TNT Express (since 2011)
Former Activities and Functions
  • Vice-Chair of the Supervisory Board of Triodos Bank (2006–2015)
  • Member of the Supervisory Board of ASR NV (2008–2015)
  • External Member of the Audit Committee of the Dutch pension fund ABP (2010 to July 2014) (financial institution)
  • Member of the Supervisory Board of the Rijksmuseum (2007–2015)
  • Member of the AFM External Reporting Committee (2006–2012)
  • Finance Director of Shell Nederland BV (2004–2008)
  • Various managerial positions in finance within the Shell Group (1985–2004) including Senior M&A Adviser for Shell Oil Products Latin America
Portrait photo of Jürgen Steinemann (portrait)
Member

Jürgen Steinemann

Member of the Board of Directors of Lonza Group Ltd (since April 2014)

Jürgen Steinemann holds a degree in economics and business management from the European Business School in Wiesbaden (DE), London (UK) and Paris (FR).

Current Activities and Functions

Public Company Boards:

      • Member of the Board of Directors of Barry Callebaut AG (since 2015)
      • Chairman of the Supervisory Board of Metro AG (since 2015)

Further Appointments:

      • Investor in food and agro businesses
      • Managing Director of JBS Holding GmbH (since 2017)
      • Chairman of the Supervisory Board of Bankiva B.V. (since 2017)
      • Member of the Advisory Board of Tower Brook Capital Partners LP (since 2017)
      • Member of the Supervisory Board of Big Dutchman AG (since 2015)
Former Activities and Functions
    • Chief Executive Officer of Barry Callebaut Ltd (2009–2015)
    • Member of the Board of the Swiss-American Chamber of Commerce (2011–2015)
    • Member of the Executive Board and Chief Operating Officer of Nutreco (2001–2009)
    • Chief Executive Officer of Loders Croklaan (1999–2001)
    • Various senior positions in business-to-business marketing and sales with the former Eridania Béghin-Say Group, ultimately in the «Corporate Plan et Stratégie» unit at the head office in Paris (1990–1998)
Portrait photo of Antonio Trius (portrait)
Member

Antonius Trius

Member of the Board of Directors of Lonza Group Ltd (since April 2013)

Antonio Trius holds a Bachelor’s degree in organic chemistry from the University of Barcelona (ES), a PhD in chemistry from the Autonomous University of Barcelona and a PDD in business administration from the IESE Barcelona. Antonio Trius has substantial knowledge in the operational and financial management and supervision of companies in the chemical and pharmaceutical industry.

Current Activities and Functions

(No Public Company Boards)

  • Member of the Advisory Board of Naturally Scientific Technologies Ltd (since 2017)
  • Member of the Board of Directors of Cuantum Medical Cosmetics SL (since 2015)
  • Member of the Board of Directors of MaxamCorp Holding SL (since 2014)
  • Member of the Board of Directors of Azelis SA (since 2014)
  • Member of the Supervisory Board of Altana AG (since 2012)
Former Activities and Functions
  • Member of the Board of Directors of Mauser Group BV (2015–2017)
  • Member of the Board of Directors of Nubiola SL (2011–2015)
  • CEO of Cognis GmbH (2001–2010)
  • Executive Vice-President Care Chemicals North America Cognis BV (1999–2001)
  • Vice-President Care Chemicals at Henkel KGa A (1997–1999)
Portrait photo of Olivier Verscheure (portrait)
Member

Olivier Verscheure

Member of the Board of Directors of Lonza Group Ltd (since May 2018)

Olivier Verscheure holds a PhD in computer science from the Swiss Federal Institute of Technology, Lausanne (CH) (EPFL, July 1999).

Current Activities and Functions

(No Public Company Boards)

  • Expert in the Strategy Working Group on Data, Computing and Digital Research lnfrastructures in the State Secretariat for Education, Research and Innovation (SERI) (since 2019)
  • Executive Director of the Swiss Data Science Center, a joint venture between EPFL and ETH Zürich (since 2016)
  • Member of the Executive Committee of Personalized Health and Related Technologies (PHRT), an ETH Domain Strategic Focus Area (since 2017)
  • Co-academic Director, Certificate of Advanced Studies (CAS), Data Science and Management, HEC Lausanne and EPFL (since 2018)
Former Activities and Functions
  • Lab Program Director and Senior Research Manager at IBM Research Ireland (2010 – 2016)
  • Research Manager and Senior Member of the Research Staff at the IBM T.J. Watson Research Center (1999 – 2010)

The Board of Directors is made up of 10 non-executive members.

Name

 

Nationality

 

Year of birth

 

Year of initial
appointment

 

Expiration of current term of office

 

Independence

 

 

 

 

 

 

 

 

 

 

 

1

Albert M. Baehny was elected to the Board of Directors by the AGM 2017 and holds the position of Chairperson of the Board of Directors

2

Angelica Kohlmann and Olivier Verscheure were elected to the Board of Directors by the AGM 2018

Albert M. Baehny1

 

Swiss

 

1952

 

2017

 

2019

 

Independent

Patrick Aebischer

 

Swiss

 

1954

 

2008

 

2019

 

Independent

Werner Bauer

 

Swiss

 

1950

 

2013

 

2019

 

Independent

Angelica Kohlmann2

 

German-Brazilian

 

1960

 

2018

 

2019

 

Independent

Christoph Mäder

 

Swiss

 

1959

 

2016

 

2019

 

Independent

Barbara Richmond

 

British

 

1960

 

2014

 

2019

 

Independent

Margot Scheltema

 

Dutch

 

1954

 

2012

 

2019

 

Independent

Jürgen Steinemann

 

German

 

1958

 

2014

 

2019

 

Independent

Antonio Trius

 

Spanish

 

1955

 

2013

 

2019

 

Independent

Olivier Verscheure2

 

Belgian

 

1972

 

2018

 

2019

 

Independent

The assessment of the independence of the members of the Board of Directors is made pursuant to Article 14 of the Swiss Code of Best Practice for Corporate Governance. Independent members shall mean non-executive members of the Board of Directors who have never been members of the Executive Committee, or were members there of more than three years ago, and who have no or comparatively minor business relations with the company.

Since 2017, Dr Patrick Aebischer has been a Senior Partner and Member of the Investment Advisory Committee of NanoDimension Management Limited. In 2017 Lonza decided to commit to a limited investment in a venture fund managed by NanoDimension Management Limited. Dr Aebischer abstained from voting on this item. The indirect business relations between Lonza and Dr Aebischer resulting from said commitment are considered comparatively minor; and pursuant to the principles set forth in the preceding paragraph, Dr Aebischer is considered independent.

Limitation of Number of Mandates

According to Article 26 of Lonza’s Articles of Association, no member of the Board of Directors may hold more than:

  • Eight additional mandates in listed and non-listed companies, out of which not more than four mandates may be in listed companies;
  • Five mandates held at the request of Lonza or companies controlled by it;
  • Ten mandates in associations, charitable foundations, trusts and employee welfare foundations.

The Chairperson of the Board of Directors may not hold more than eight additional mandates in listed and non-listed companies, out of which no more than three may be in listed companies.

Mandates shall mean mandates in the supreme governing body of a legal entity that is required to be registered in the commercial register or a comparable foreign register. Mandates in different legal entities that are under joint control or in the same beneficial ownership are deemed to be a single mandate. Mandates in companies that are controlled by Lonza or that control Lonza are not subject to the limitation set forth above.

All Board members comply with the provisions regarding their mandates. This is verified by Lonza on a regular basis.

Elections and Terms of Office

Each member of the Board of Directors is individually elected by the Annual General Meeting for a term of office of one year until the end of the next Annual General Meeting. Board members may not serve more than nine complete terms of office on the Board of Directors. If deemed in the best interest of the Company, the Board of Directors can extend this limit.

The Chairperson of the Board of Directors is elected by the Shareholders’ Meeting. The Vice-Chairperson is appointed by the Board of Directors. The members of the Nomination and Compensation Committee are elected by the Shareholders’ Meeting on an annual basis. The members of the other Board Committees are appointed by the Board of Directors. The Chairpersons of the Board Committees are nominated by the members of the respective Board Committees, except the Chairperson of the Nomination and Compensation Committee that is elected by the Board in corpore.

Internal Organizational Structure

The Board of Directors consists of the Chairperson, the Vice-Chairperson and the other Board members. In accordance with Lonza’s Articles of Association, the number of members must be at least five.

The members of the Board of Directors sat on the following committees in 2018:

Name

 

Audit and Compliance
Committee

 

Nomination and Compensation Committee

 

Innovation and Technology
Committee

 

 

 

 

 

 

 

Albert M. Baehny

 

 

 

 

 

Member

Patrick Aebischer

 

 

 

 

 

Chairperson

Werner Bauer

 

 

 

 

 

Member

Christoph Mäder

 

 

 

Chairperson

 

 

Barbara Richmond

 

Member

 

 

 

 

Margot Scheltema

 

Chairperson

 

 

 

 

Jürgen Steinemann

 

 

 

Member

 

 

Antonio Trius

 

Member

 

 

 

 

Angelica Kohlmann

 

 

 

Member

 

Member

Olivier Verscheure

 

 

 

 

 

Member

The Board of Directors strives to select the committee members based on their professional background and experience.

Audit and Compliance Committee

The Audit and Compliance Committee meets and consults regularly with the Executive Committee, the Lonza Audit Services and the independant external auditors to review the scope and results of their work and their performance, according to the Audit and Compliance Committee Charter. Among other responsibilities, the Audit and Compliance Committee reviews (i) the external auditors’ independence, (ii) the systems of internal control and financial reporting, (iii) the risk management system, (iv) compliance with laws, regulations and policies and (v) Lonza’s financial statements and results (including releases). The Audit and Compliance Committee is empowered to decide the tasks assigned to it and regularly informs the full Board of Directors on all matters discussed and decided in its meetings. The members of the ACC benefit from their broad professional backgrounds and experience as finance director, CFO and CEO for their committee work. Internal and external auditors have full and free access to the Audit and Compliance Committee, which also oversees the Lonza Audit Services. The Lonza Audit Services have a direct reporting line to the Chairperson of the Audit and Compliance Committee.

Nomination and Compensation Committee

The Nomination and Compensation Committee is entrusted with responsibilities that include the review and recommendation of compensation policies and plans (e.g. incentive compensation and equity plans) and the compensation of the members of the Executive Committee. This committee also makes an assessment to ensure that the area of nomination and compensation is in compliance with the standards set forth in the associated charter. Further, the Nomination and Compensation Committee evaluates potential members of the Board of Directors. The Nomination and Compensation Committee is empowered to decide the tasks assigned to it and regularly informs the full Board of Directors on matters discussed in its meetings and submits proposals for Board decision in accordance with the Nomination and Compensation Committee Charter.

Innovation and Technology Committee

The Innovation and Technology Committee monitors potential technology breakthroughs, supports management in driving innovation projects and provides and facilitates contacts, e.g. with academia and research institutions. With regard to the tasks assigned to it, the Innovation and Technology Committee regularly informs the full Board of Directors on all matters discussed and decided in its meetings, in accordance with the Innovation and Technology Committee Charter.

Number of Meetings, Duration and Attendance

 

 

Board of Directors

 

Audit and Compliance
Committee

 

Nomination and Compensation Committee

 

Innovation and Technology
Committee

 

 

 

 

 

 

 

 

 

1

5 ordinary meetings, 1 ordinary conference call and 1 extraordinary conference call

2

5 ordinary and 1 extraordinary conference call

Number of meetings

 

71

 

62

 

5

 

6

Average duration

 

Conference calls: 1 hour
Ordinary meetings: 6:30 hours

 

3:00 hours

 

2:15 hours

 

2 hours

Overall attendance

 

93%

 

94%

 

100%

 

93%

The Regulations Governing Internal Organization and Board Committees set out in detail the powers and responsibilities of the Board of Directors, its Committees and the Executive Committee. These standing Board Committees provide support to the Board of Directors in their respective areas of responsibility. The Board of Directors meets with all members of the Executive Committee at each ordinary Board meeting for business updates and decisions to be taken. The CEO is a permanent guest of the Innovation and Technology Committee and is regularly invited to the meetings of the Nomination and Compensation Committee. The CFO attends all meetings of the Audit and Compliance Committee.

Attendance1

Name

 

Board of Directors

 

Audit and Compliance
Committee

 

Nomination and Compensation Committee

 

Innovation and Technology
Committee

 

 

Number of Meetings

 

Number of Meetings

 

Number of Meetings

 

Number of Meetings

1

Missed Board meetings primarily relate to Board calls arranged on short notice (only 7 days prior to call), as opposed to regular, scheduled physical meetings

2

Board member Jürgen Steinemann had to cancel his attendance at one Board and one NCC meeting due to an external mandatory request beyond his control and could not attend a second Board meeting (call) that had been arranged at 7 day notice; other members of the Board also could not attend this call at short notice

 

 

 

 

 

 

 

 

 

Meeting Total

 

7

 

6

 

6

 

5

Albert M. Baehny

 

7

 

 

 

 

 

5

Patrick Aebischer

 

7

 

 

 

 

 

5

Werner Bauer

 

7

 

 

 

 

 

5

Christoph Mäder

 

6

 

 

 

6

 

 

Barbara Richmond

 

7

 

6

 

 

 

 

Margot Scheltema

 

6

 

5

 

 

 

 

Jürgen Steinemann2

 

5

 

 

 

4

 

 

Antonio Trius

 

6

 

6

 

 

 

 

Angelica Kohlmann

 

7

 

 

 

6

 

5

Olivier Verscheure

 

7

 

 

 

 

 

5

Areas of Responsibility

In accordance with the law and the Lonza Articles of Association, the Board of Directors is the supreme governance body of the Group. The Board of Directors is responsible for the tasks assigned to it according to (i) Article 18 of the Lonza Articles of Association and (ii) the Regulations Governing Internal Organization and Board Committees (Article 2.8). The Board of Directors defines the strategic direction and is responsible for the ultimate management of Lonza as well as the supervision of the persons entrusted with Group management. It is responsible for issuing the necessary instructions especially with regard to compliance with the law, the Articles of Association, and the regulations and directives. In compliance with the law and the Articles of Association, the Board of Directors has – with the exception of non-delegable and inalienable duties – delegated the management of the company to the Executive Committee. The Board of Directors commits itself to maintaining the highest standards of integrity and transparency in its governance of Lonza. On an annual basis, the Board undertakes a self-assessment process. The aim is to achieve continuous improvement in the functioning of the Board.

All sustainability-related matters are with the Chairperson of the Board. Sustainability includes environmental, social and governance-related matters of importance for Lonza and its stakeholders. A sustainability council headed by the Lonza Group General Counsel and Company Secretary manages as material identified topics and is responsible for the sustainability reporting.

Lonza’s Sustainability Report is discussed by the Nomination and Compensation Committee (NCC) and Audit and Compliance Committee (ACC) in accordance with Lonza’s financial reporting and ultimately approved by the Board of Directors.

Information and Control Instruments

The Board of Directors ensures that it receives sufficient information from the Executive Committee to perform its supervisory duty and to make the decisions that are reserved for the Board of Directors through several means.

Board Information

The Regulations Governing Internal Organization and Board Committees confer on the CEO the duty to inform the Executive Committee and – together with the Chairperson – the Board of Directors on the business activities and all important business transactions, including risk issues. In addition, during Board meetings, each member of the Board may request information from the other members of the Board, as well as from the members of the Executive Committee present on all affairs of the Company and the Group. Outside of Board meetings, each member of the Board may request from the members of the Executive Committee information concerning the course of business of the Company and the Group.

Regular Reports to the Board

In addition to the documents required to pass resolutions, the Board of Directors receives the following reports:

  • Monthly reports on the sales and earnings performance of the Group structured by segments.
  • Reports on the cash flows, debt and debt-equity ratio, plus other relevant key figures for the Group on a quarterly basis.
  • Qualitative assessments of the segments on a quarterly basis.
  • Reports of the external audit for the full-year results and procedures performed on the half-year results (through the Audit and Compliance Committee).
  • In cases involving extraordinary events of considerable commercial relevance, the Board of Directors receives direct, immediate information.
  • Risk assessment reports submitted at least once per year; they are designed to provide the Board with a consistent, Group-wide perspective of key risks.

Internal Audit

The Board of Directors, through the Audit and Compliance Committee, is supported by Lonza Audit Services. The Lonza Audit Services group comprises 12 internal audit positions, reviewing financial, operational and information technology-related activities of the entire Lonza Group with a risk-based audit program.

They continually evaluate the adequacy and effectiveness of the system of internal controls as well as compliance with company policies and procedures, and they recommend appropriate actions to correct deficiencies identified. In 2018, they delivered 28 internal audit reports to the Audit and Compliance Committee.

Internal Control System

Lonza has a system of internal financial and accounting policies, procedures and controls to provide a reasonable assurance – given the inherent limitations of all internal control systems to be implemented at an appropriate cost – that transactions are executed in accordance with company authorization, that they are properly recorded and reported in the financial statements, and that assets are properly safeguarded.

Compliance Instruments

In addition to the above-mentioned control instruments, Lonza has implemented various other measures to improve compliance within the Group. The implementation of these measures is supervised by the Audit and Compliance Committee. One of these measures is the issuance of a Code of Conduct that expresses Lonza’s core principles and values in regard to professional business behavior. It also provides assistance in recognizing, understanding and complying with the laws and ethical standards that govern Lonza’s business activities.

The Code of Conduct is available to all employees and information about it has been widely circulated within the Group. Lonza employees have to pass iComply tests in online training courses, dealing with topics such as those addressed by the Code of Conduct, in particular antibribery, competition law, and conflicts of interest. In addition to these measures, Lonza offers a «whistleblower» hotline (known as «Lonza Ethics Hotline»), which is operated by an external company. Cases disclosed through the «whistleblower» hotline are ultimately reported to the Audit and Compliance Committee. Lonza periodically reviews and updates its policies to address changes in laws and regulations and strengthen compliance.

Risk Assessment

The Board of Directors carries out risk assessments at least on an annual basis. The objective of the risk assessments is to make the principal risks to which Lonza is exposed more transparent and to improve risk mitigation. In its risk assessment for 2018, the Board of Directors of Lonza identified inter alia cybersecurity, commercial and operational risks for which corresponding risk mitigation measures have been adopted.

For more details on risk management policy, financial risks (credit, liquidity and market risks) and enterprise risk management, please refer to financial note 29 and note 31 of the Consolidated Financial Statements.