Our corporate governance approach

Our corporate governance approach supports our objective of creating long-term value for our company, our shareholders and society. We carefully monitor developments in corporate governance and regularly meet with shareholders to understand their expectations.

Novartis AG and Group companies

Novartis AG, with its registered office in Basel, Switzerland, is a corporation organized under Swiss law that has issued registered shares. As the holding company, Novartis AG owns or controls directly or indirectly all entities worldwide belonging to the Novartis Group and conducting its business operations.

Our leadership structure

Governance bodies

Our Board of Directors

Our leadership structure is designed to establish effective checks and balances in the governance of our company. All Board members (including the Chairman) are independent and non-executive. The Board is responsible for the overall direction and oversight of management, and holds the ultimate decision-making authority for Novartis AG, with the exception of decisions reserved for shareholders.

The composition of the Board aligns with our strategy as well as our business portfolio, geographic reach and culture. Our Board’s effectiveness is enhanced by its diversity, as reflected in nationality, gender, background and experience, age, tenure, viewpoints, interests, and technical and interpersonal skills. Background and experience in the following fields are represented on the Board: leadership and management; healthcare, life sciences and medicine; research and development; engineering and technology; marketing; banking, finance and accounting; human resources; legal and public affairs; and risk management.

The Board is responsible for the overall direction and oversight of management, and holds the ultimate decision-making authority for Novartis AG, with the exception of decisions reserved for shareholders

In 2018, the Board focused on strengthening the operations of Novartis, expanding our therapeutic platforms, and accelerating our push into the data and digital healthcare space to increase our ability to develop breakthrough therapies and improve patient outcomes. The Board also discussed the Alcon spin-off, our investments in breakthrough technologies (including the acquisitions of Endocyte, Inc., AveXis, Inc. and Advanced Accelerator Applications S.A.), as well as the divestments of a part of the US-based generics business of Sandoz and the selling of our remaining consumer healthcare stake to joint venture partner GlaxoSmithKline. Additional topics were the restructuring of our technical operations and business services to become a leaner and more agile organization, our corporate culture as a key driver for the company, and an evaluation of the impact of external perspectives on our strategy. Topics addressed during private meetings included Board self-evaluation and the performance assessment of the Executive Committee members, as well as CEO and Executive Committee succession planning. In addition, the committees addressed a variety of key topics. The Audit and Compliance Committee focused on acquisitions as well as divestments, and discussed the reorganization of Internal Audit. The Compensation Committee discussed potential enhanced disclosures in the 2018 Compensation Report and reviewed the variable compensation programs for Executive Committee members, including financial metrics. The Governance, Nomination and Corporate Responsibilities Committee reviewed our corporate responsibility activities and reflected on the role of companies in society. The Research & Development Committee discussed the Sandoz biosimilar portfolio and reviewed an external assessment of the portfolio and productivity of Novartis research and development. The Risk Committee analyzed pricing and evaluated risks and opportunities associated with the digital status and strategy (including measures regarding cybersecurity).

Our Executive Committee

The Board delegates day-to-day management of Novartis to the Executive Committee, as we operate under a strict dual board structure. Under the leadership of the CEO, the Executive Committee assumes overall responsibility for and oversight of our business.

Over the past few years, the Board of Directors has particularly focused on helping develop and attract top leadership talent. Vas Narasimhan became CEO on February 1, 2018, and we made a number of changes to the Executive Committee. We added two new female members: Liz Barrett to lead Novartis Oncology (succeeded by Susanne Schaffert as of January 1, 2019), and Shannon Thyme Klinger to serve as Group General Counsel. We also appointed Bertrand Bodson as our first-ever Chief Digital Officer; Klaus Moosmayer as our Chief Ethics, Risk and Compliance Officer; Robert Weltevreden to lead our Novartis Business Services transformation; and John Tsai to lead our Global Drug Development efforts.

The Executive Committee is committed to creating a culture of true empowerment and responsibility that can unleash the full potential of our company.

Board oversight and risk management

The Board is committed to creating sustainable shareholder value. We achieve this by setting a clear strategy and executing effective governance.

The Board ensures that it has all information required to oversee the Executive Committee and senior management. The CEO regularly informs the Board of current developments, and Executive Committee members regularly attend Board meetings to discuss specific topics. Board members are also entitled to request information from Executive Committee members or any other Novartis associate, and they may visit any Novartis site.

Comprehensive risk management is an integral part of the responsibility of the Board. The Board regularly assesses risks and fosters a culture of risk awareness throughout the organization, in line with our Values and Behaviors. We apply principles-based decision-making and require our employees to act in every situation with strong ethics and integrity. The Risk Committee assists the Board of Directors in ensuring that risks are properly assessed and professionally managed by overseeing the risk management system and processes, as well as by reviewing the risk portfolio and related actions implemented by management. To further strengthen our risk management efforts, we made the position of Chief Ethics, Risk and Compliance Officer part of our Executive Committee in 2018. Additionally, as of January 1, 2019, we brought together the Internal Audit function, the SpeakUp Office and Global Security into one function called Novartis Business Assurance & Advisory. This new function is intended to drive fair and faster investigations, deliver value-adding audits and advisory engagements, and ensure that there is a safe place for our employees to speak up. Our approach to risk management includes streamlining the risk assessment and monitoring process to ensure we have a single risk approach through our company, fully supported by online tools and data analytics. In 2018, we launched our newly harmonized Integrity & Compliance Risk Assessment and Monitoring (RAM) process. The RAM process integrates current risk assessments, self-assessments, control activities and monitoring into a single, continuous, cyclical process.

Comprehensive risk management is an integral part of the responsibility of the Board.

Our capital structure and shareholder rights

As of December 31, 2018, the share capital of Novartis AG is CHF 1 275 312 410 fully paid-in and divided into 2 550 624 820 registered shares (Novartis share). Each Novartis share has a nominal value of CHF 0.50. No authorized and conditional capital exists as of December 31, 2018.

Novartis shares are listed on the SIX Swiss Exchange (ISIN CH0012005267, symbol: NOVN) and on the New York Stock Exchange (NYSE) in the form of American depositary receipts (ADRs) representing Novartis American depositary shares (ADSs) (ISIN US66987V1098, symbol: NVS).

Shareholders have the right to receive dividends, to vote and to execute all other rights as granted under Swiss law and the Articles of Incorporation. Each Novartis share registered with the right to vote entitles the holder to one vote at General Meetings. To be registered with voting rights, a shareholder must declare that he or she acquired the shares in his or her own name and for his or her own account. Shareholders can vote their Novartis shares by themselves or appoint another shareholder or the Independent Proxy to vote on their behalf.

The General Meeting must be held within six months after the close of the financial year (December 31), and normally takes place at the end of February or the beginning of March.

Our information policy

Novartis is committed to open and transparent communication with shareholders, financial analysts, customers, suppliers and other stakeholders. The CEO, with the CFO and Investor Relations team, supported by the Chairman, are responsible for ensuring effective communication with shareholders about the company’s strategy, prospects, business operations and governance. Through communication with shareholders, the Board also learns about and can address their expectations and concerns.

More information on our corporate governance is provided in the Annual Report 2018.
www.novartis.com/annualreport2018