Corporate governance
Strong corporate governance is vital for the effective management of our business and is the cornerstone of trust in Novartis. Our system of governance – along with our internal policies and controls – is aimed at ensuring we comply with applicable laws and regulations and meet high ethical standards. In doing so, it supports long-term value creation for shareholders, patients, employees and other stakeholders. For more detailed information on corporate governance at Novartis, please refer to our 2022 Annual Report.
Our system of corporate governance
Our corporate governance is based on an effective system of checks and balances. We have a three-tier governance structure, which comprises: the Annual General Meeting (AGM) of shareholders, our Board of Directors and the Executive Committee of Novartis (ECN):
- Shareholders approve dividend payments, compensation for members of the Board and ECN, as well as financial statements and other disclosures. They also elect the Board Chair, members of the Board of Directors, members of the Board’s Compensation Committee, the Independent Proxy and external auditor. Shareholders meet at least once a year, usually in February or March.
- Our Board of Directors has ultimate decision-making authority (for those decisions not reserved for shareholders). The Board operates through five permanent committees: Audit and Compliance; Compensation; Governance, Sustainability and Nomination; Risk; and Science and Technology. The Board represents the interests of all stakeholders and oversees the work of the ECN.
- The ECN is led by the Chief Executive Officer (CEO) and is responsible for operational management, including financial performance and fulfilment of the company’s purpose, strategic priorities and targets. The ECN has 11 members, including the CEO and Chief Financial Officer, as well as the leaders of our commercial divisions, research and development organizations, Operations and other functions (see "Our Executive Committee").
In addition, our external auditor provides regular opinions to management and shareholders on the company’s compliance with applicable standards, laws and reporting regulations.
Governance bodies
General Meeting of Shareholders
Approves operating and financial review, Novartis Group consolidated financial statements, and financial statements of Novartis AG; decides appropriation of available earnings and dividend; approves compensation of Board and Executive Committee; elects Board members, Board Chair, Compensation Committee members, Independent Proxy and external auditor; adopts and modifies Articles of Incorporation
Board of Directors
- Audit and Compliance Committee
- Compensation Committee
- Governance, Sustainability and Nomination Committee
- Risk Committee
- Science & Technology Committee
Sets strategic direction of Novartis, appoints and oversees key executives, approves major transactions and investments, adopts and modifies Board Regulations
Executive Committee
Responsible for operational management of Novartis
External Auditor
Provides opinion on compliance of Novartis Group consolidated financial statements and the financial statements of Novartis AG with applicable standards and Swiss law, on compliance of the Compensation Report with applicable law, and on effectiveness of internal controls over financial reporting and limited assurance on selected performance indicators in the Novartis in Society Integrated Report
Composition of the Board
All Board members are independent and non-executive, as defined under our Board regulations. Members are elected for one year only; they may serve a maximum of 12 years1.
When choosing new members, the Board aims for a balance of skills, expertise and experience. Almost all current Board members have experience in leadership and management. Six have experience in pharmaceuticals, healthcare or medical research. We also aim to have a diverse Board in terms of gender, age, nationality, ethnicity and viewpoints, able to reflect the views of stakeholders and society.
The Board is subject to an annual self-assessment. Every third year, this process is carried out by an external consultant. Board members also receive regular briefings and trainings; in 2022, these training sessions focused on:
- Health, Safety and Environment Policy
- ‘Fit to Commit’, focusing on anti-bribery, insider trading and procurement
- ESG educational session held by an external expert on holistic value creation
- Third Party Risk Management
1 An exception to this rule was made in 2021 for Andreas von Planta. To ensure an orderly transition, Mr. von Planta was granted an exception to the 12-year limit on Board membership, introduced in 2020.
Board highlights in 2022
- Oversaw the company’s strategy to become a fully focused medicines company
- Reviewed the set-up and functioning of the ECN in the context of the company’s new organizational structure
- Reviewed the geopolitical situation in Europe
- Monitored the Transformation for Growth project to ensure successful implementation
- Received an update on the US, including priorities to accelerate growth in Innovative Medicines to become a top-five player
- Received an update on the German market and our strategic ambition to become the market leader
- Reviewed and discussed strategic considerations around mergers and acquisitions, and our larger strategic moves to drive sustainable growth
- Discussed in detail the strategic review of Sandoz. Decided to separate Sandoz through a 100% spin-off to offer the best value proposition to investors (subject to shareholder approval)
- Discussed the company’s ESG strategy, plans and developments
- Discussed the upcoming non-financial disclosure regulations and Novartis non-financial reporting governance
- Discussed longer-term Board succession planning and required profiles, proposing one new Board member candidate to be elected at the 2023 AGM
- Discussed the amendment of the Articles of Incorporation of Novartis AG as part of the Swiss Corporate Law Reform
- Discussed and reviewed the annual Board self-evaluation
Novartis shares
Novartis AG, the Group’s holding company, is a corporation organized under Swiss law, with its registered office in Basel. Our shares are listed on the SIX Swiss Exchange (symbol: NOVN) and on the New York Stock Exchange (symbol: NVS). The latter are in the form of American depositary receipts, representing Novartis depositary shares. Shareholder rights are guaranteed under Swiss law and our Articles of Incorporation. All shares have equal voting rights and carry an equal entitlement to dividends.
Shareholders may vote themselves or nominate another shareholder or the Independent Proxy to vote on their behalf. Our next AGM is scheduled to take place on March 7, 2023. It will be the first physical meeting since 2020 because of previous COVID-19 restrictions.
Changes to the ECN
In 2022, we made changes to the ECN, partly to reflect the company’s new organizational structure.
Four new members were appointed:
- Shreeram Aradhye as President, Global Drug Development and Chief Medical Officer
- Victor Bulto as President, Innovative Medicines US
- Aharon (Ronny) Gal as Chief Strategy and Growth Officer
- Fiona Marshall as President, Novartis Institutes for BioMedical Research
In addition, Marie-France Tschudin was named President, Innovative Medicines International and Chief Commercial Officer. Steffen Lang became President, Operations. Both were already ECN members.
Four former ECN members left Novartis:
- Susanne Schaffert (formerly President, Novartis Oncology)
- John Tsai (formerly Head of Global Drug Development and Chief Medical Officer)
- Robert Weltevreden (formerly President, Customer and Technology Solutions)
- Jay Bradner (formerly President, NIBR)
In addition, Richard Saynor (CEO of Sandoz) stepped down from the ECN following his appointment as CEO designate of the Sandoz standalone company expected to be created in the second half of 2023.
Share capital |
Articles of Incorporation of Novartis AG |
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Shareholder rights |
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Annual General Meeting of Shareholders |
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Board Regulations |
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Novartis code for senior financial officers |
Ethical Conduct Requirements for CEO, ECN and Senior Financial Officers of Novartis |
Novartis financial data |
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Press releases |
ESG and material topic governance
At Board level, the Governance, Sustainability and Nomination Committee (GSNC) oversees performance regarding governance and ESG matters, including access to medicines, global health, environmental sustainability, and human capital management. The GSNC also discusses emerging trends and regularly advises the Board on ESG matters.
The ECN oversees operational management of ESG issues. The ECN-level ESG Committee, chaired by the CEO, meets every two months to review ESG performance and strategy.
The Board-level Science & Technology Committee is responsible for oversight and evaluation of the performance of the company’s scientific, technological and R&D activities. At the management level, the Innovation Management Board (IMB) is responsible for strategic aspects of our development portfolio, including the endorsement of development project priorities and decisions on project discontinuations. Our CEO chairs the IMB. Other representatives from Novartis senior management are among its core and extended membership.
Our Sustainability & ESG Office, part of our Global Health and Sustainability organization, is responsible for embedding ESG management across our business. ESG issues are integrated into our Enterprise Risk Management approach. In addition, we have internal policies and controls to minimize risk in areas such as human rights, health and safety, anti-bribery and corruption. Stakeholder engagement also plays an important role in helping us identify possible ESG risks and opportunities (see "Stakeholder engagement"). For example, we have an independent Bioethics Advisory Committee, which advises management on ethical issues related to our research, drug development and access programs.
The table on this page provides an overview of the governance of our four most material topics, identified as part of our materiality assessment (see "Our material issues").
Topic |
Board committee(s) |
ECN/management |
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Patient health |
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Innovation |
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Access |
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Ethical business practices |
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Our Board of Directors

Joerg Reinhardt, Ph.D.
Chair
Nationality: German
Year of birth: 1956
Board member since: 2013
Committees: 5

Simon Moroney, D. Phil
Vice-Chair
Nationality: German / New Zealander
Year of birth: 1959
Board member since: 2020
Committees: 2 5

Patrice Bula
Lead Independent Director
Nationality: Swiss
Year of birth: 1956
Board member since: 2019
Committees: 2 3

Nancy C. Andrews, M.D., Ph.D.
Nationality: American / Swiss
Year of birth: 1958
Board member since: 2015
Committees: 4 5

Ton Buechner
Nationality: Dutch / Swiss
Year of birth: 1965
Board member since: 2016
Committees: 1 4

Elizabeth (Liz) Doherty
Nationality: British / Irish
Year of birth: 1957
Board member since: 2016
Committees: 1 4

Bridgette Heller
Nationality: American
Year of birth: 1961
Board member since: 2020
Committees: 1 2 3

Daniel Hochstrasser
Nationality: Swiss
Year of birth: 1960
Board member since: 20221
Committees: 1 3 2

Frans van Houten
Nationality: Dutch
Year of birth: 1960
Board member since: 2017
Committees: 1 5

Andreas von Planta, Ph.D.
Nationality: Swiss
Year of birth: 1955
Board member since: 2006
Committees: 3 4

Ana de Pro Gonzalo
Nationality: Spanish
Year of birth: 1967
Board member since: 20221
Committees: 1 4

Charles L. Sawyers, M.D.
Nationality: American
Year of birth: 1959
Board member since: 2013
Committees: 3 5

William T. Winters
Nationality: British / American
Year of birth: 1961
Board member since: 2013
Committees: 2 3
1 Ana de Pro Gonzalo and Daniel Hochstrasser were both elected to the Board in March 2022. They succeed Enrico Vanni and Ann Fudge, who did not stand for re-election at the 2022 AGM.
2 Since January 1, 2023
Committees
1 Audit and Compliance Committee
2 Compensation Committee
3 Governance, Sustainability and Nomination Committee
4 Risk Committee
5 Science & Technology Committee
Profile of our Board of Directors
13
Members
31%
Female representation
62.5
Average age (end-2022)
5.8
Average tenure (years) (end-2022)
For CVs of our Board members see www.novartis.com/about/board-directors
Our Executive Committee

Vasant (Vas) Narasimhan, M.D.
Chief Executive Officer
Nationality: American
Year of birth: 1976

Shreeram Aradhye, M.D.
President, Global Drug Development & Chief Medical Officer
Nationality: American
Year of birth: 1962

Victor Bulto
President, Innovative Medicines US
Nationality: Spanish
Year of birth: 1978

Aharon (Ronny) Gal, Ph.D.
Chief Strategy & Growth Officer
Nationality: Israeli / American
Year of birth: 1966

Karen L. Hale
Chief Legal Officer
Nationality: American
Year of birth: 1968

Harry Kirsch
Chief Financial Officer
Nationality: German / Swiss
Year of birth: 1965

Rob Kowalski
Chief People & Organization Officer
Nationality: American
Year of birth: 1968

Steffen Lang, Ph.D.
President, Operations
Nationality: German / Swiss
Year of birth: 1967

Fiona Marshall, Ph.D.
President, Novartis Institutes for BioMedical Research
Nationality: British
Year of birth: 1964

Klaus Moosmayer, Ph.D.
Chief Ethics, Risk & Compliance Officer
Nationality: German
Year of birth: 1968

Marie-France Tschudin
President, Innovative Medicines International & Chief Commercial Officer
Nationality: Swiss
Year of birth: 1971
Profile of Executive Committee members
11
Members
27%
Female representation
53.5
Average age (end-2022)
2.45
Average tenure (years) (end-2022)
For CVs or our ECN members and other members of senior management see www.novartis.com/ecn