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.

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.

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").

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

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