Our corporate governance approach

We strive to manage our company in a way that creates long-term value for all our stakeholders. Our corporate governance framework supports our ability to deliver sustainable value creation for our shareholders, patients, customers, suppliers and society at large.

Our corporate governance framework

Novartis operates under a corporate governance framework designed to establish effective checks and balances in the management of our company:

Governance Bodies

General Meeting of Shareholders

Shareholders vote to approve Group consolidated financial statements and other financial information, decide the dividend, and approve the compensation of the Board and Executive Committee. They also elect the Chairman, Board members, Compensation Committee members, Independent Proxy and external auditor.

Board of Directors

The Board holds the ultimate decision-making authority for Novartis AG, with the exception of decisions reserved for shareholders. All Board members, including the Chairman, are independent and non-executive. The Board’s effectiveness is enhanced by its diversity, as reflected in nationality, gender, experience, age and tenure. Diversity is an important criterion when identifying new Board member candidates. Among its responsibilities, the Board defines the strategic direction of Novartis; reviews and approves major mergers, acquisitions and divestments; engages in risk and crisis management; and oversees succession planning for the CEO and other members of senior management. The Board exercises some of its responsibilities through the following committees:

  • Audit and Compliance Committee

    Assists the Board with monitoring the integrity of the Group financial statements, and the company’s compliance with relevant legal and regulatory requirements

  • Compensation Committee

    Assists the Board with defining the compensation strategy, as well as the compensation of the Chairman, other Board members and the CEO

  • Governance, Nomination and Corporate Responsibilities Committee

    Assists the Board with overseeing governance and corporate responsibility activities, as well as identifying candidates for the Chairman, other Board members and the CEO

  • Risk Committee

    Assists the Board with ensuring that risks are properly assessed and managed, oversees the company’s risk portfolio and risk management system, and reviews related actions implemented by management

  • Science & technology Committee

    Assists the Board with oversight and evaluation of the performance of scientific, technological, and research and development activities

Executive Committee

The Board delegates the operational management of Novartis to the Executive Committee. Under the leadership of the CEO, the Executive Committee assumes overall responsibility for and oversight of the business, including achieving financial and strategic objectives, and advancing a culture of empowerment and responsibility at the company. The CEO regularly informs the Board of current developments, and Executive Committee members regularly attend Board meetings to discuss specific topics. Board members have access to the minutes of Executive Committee meetings.

External Auditor

The external auditor provides their opinion on the compliance of Novartis Group consolidated statements and other financial information, the Compensation Report, internal controls over financial reporting, and corporate responsibility reporting, with applicable standards and laws.

Board highlights in 2020

The Board met 10 times in 2020. This includes regular meetings in January, April, June, August, October and December, and additional special meetings to deal with ad hoc matters. Board committees typically meet the day before the meetings of the full Board. In response to the COVID-19 pandemic, the Board seamlessly moved to virtual meetings as of April 2020.

The Board and its committees continued to focus on the company’s progress against its five strategic priorities while also overseeing the response to COVID-19. The Novartis response to the pandemic included the decision to make 15 drugs that treat key symptoms of COVID-19 available to low-income and lower-middle-income countries at zero profit, as well as the creation of donation funds worth up to USD 40 million to support communities impacted by the pandemic.

As the pandemic spread, the Board monitored the adoption of a new working model for office-based associates, called Choice with Responsibility, which addresses the need for flexibility in working arrangements while seeking to maintain business performance. More broadly, the Board continued to focus on the Novartis culture transformation as a determinant of long-term performance, including the progress of an unbossed training program for leaders.

The pandemic accelerated the ongoing digital transformation at Novartis, as the company rapidly scaled up the use of data science and digital technology in areas including research and development (R&D), production and customer engagement. The Board monitored issues associated with this transformation, including data quality and governance. The Risk Committee evaluated risks and opportunities associated with data and digital, and received updates on cybersecurity. Meanwhile, the Science & Technology Committee, which expanded its scope in 2020 to include digital technology, also reviewed progress on the data and digital strategy.

The Board received an update on the ongoing transformation programs in Novartis Technical Operations and Novartis Business Services, which play a central role in the company’s strategy to improve operational excellence.

The Board and its committees continued to focus on the company’s progress against its five strategic priorities while also overseeing the response to COVID-19

On the R&D front, the Science & Technology Committee reviewed the Novartis pipeline and the productivity of the company’s R&D operations. It discussed, among other areas, the cardiovascular, renal and metabolism; ophthalmology; and hematology portfolios.

Building trust with society remains an important focus area for the Board and its committees. In 2020, Novartis continued to integrate environmental, social and governance (ESG) criteria into the core of its operations. The Governance, Nomination and Corporate Responsibilities Committee (GNCRC) reviewed access-to-medicine and global health targets announced in September, as well as the issuance of a sustainability-linked bond. The Board received an update on the company’s improved performance in external ESG ratings. The Risk Committee, meanwhile, reviewed the company’s Third-Party Risk Management program.

The Board also took decisions related to corporate governance in 2020. It approved the creation of a Lead Independent Director role and agreed to propose to shareholders at the 2021 Annual General Meeting (AGM) an amendment to the Articles of Incorporation that for future re-elections would replace the current age limit with a term limit of 12 years. The Audit and Compliance Committee led a fair, transparent and balanced tender process for the selection of an external audit firm, which it plans to propose to shareholders for election at the 2022 AGM.

Last year, Novartis disclosed its aspiration to find female candidates for two of the next three nominations. At the 2020 AGM, the Board welcomed its fourth female member, Bridgette Heller. Compared to last year, the female representation on the Board rose to 29% from 25%. The GNCRC is focused on achieving even greater diversity when identifying new Board member candidates and aims to further increase the number of women on the Board.

To help it discharge its duties, the Board continued to receive regular briefings and training on relevant topics. In 2020, each Board member completed training courses on data privacy; the new Novartis Code of Ethics; and the company’s ethical commitments on anti-bribery, antitrust and fair competition, insider trading and third-party risk management.

Novartis AG and Novartis shares

Novartis AG, the Group’s holding company, is a corporation organized under Swiss law with its registered office in Basel, Switzerland.

Novartis shares are listed on the SIX Swiss Exchange (symbol: NOVN) and the New York Stock Exchange (symbol: NVS). The latter are in the form of American depositary receipts representing Novartis American depositary shares.

Shareholder rights

Shareholders have the right to vote and to execute all other rights as granted under Swiss law and the Articles of Incorporation. All shares have equal voting rights and carry equal entitlements to dividends. The AGM usually takes place in late February/early March. Normally, shareholders can vote their shares by themselves or appoint another shareholder or the Independent Proxy to vote on their behalf. However, in accordance with Swiss legislation passed in response to the COVID-19 pandemic, the Board has decided that voting rights at our 2021 AGM can only be exercised through the Independent Proxy. It will not be possible to physically attend our 2021 AGM.

Shareholder engagement

Shareholder engagement is fundamental to our commitment to governance and transparency. The feedback we receive during these engagements helps us create long-term and sustainable value.

We concentrate our outreach efforts on our largest 100 shareholders – portfolio managers, buy-side professionals, stewardship teams and ESG analysts – who represent 60% of our ownership. While the Chairman, CEO and CFO together with Investor Relations are accountable for ensuring effective shareholder engagement, other senior managers from within and outside the Executive Committee also participate in the meetings. We conduct regular outreach to investors throughout the year.

We held our first ESG roadshows in France, the US and Switzerland

We appreciate the value that shareholders attach to ESG matters. We will continue to integrate ESG into our strategy and to promote transparency through our ESG engagement program. We have more than doubled the number of investor engagements on ESG matters in recent years. In 2020, our CEO led our ESG Investor Day for the second time (marking our seventh dedicated ESG event for investors since 2014). We also held our second ESG roadshow in the Netherlands, and our first ESG road shows in France, the US and Switzerland. For more details on our ESG approach and performance, please see the Novartis in Society ESG Report 2020.

More information on our corporate governance is provided in the Annual Report 2020. www.novartis.com/annualreport2020

Website Information

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Information

Share capital

Articles of Incorporation of Novartis AG
Novartis key share data

Shareholder rights

Articles of Incorporation of Novartis AG

Annual General Meeting of Shareholders

Annual General Meeting of Shareholders

Board Regulations

Board Regulations

Novartis code for senior financial officers

Novartis Code of Ethical Conduct for CEO and Senior Financial Officers

Novartis in Society ESG Report

Novartis in Society ESG Report

Novartis financial data

Novartis financial data

Press releases

Press releases
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Additional information
(including Novartis investors event calendar, registered office, contact and email addresses, phone numbers, etc.)

Novartis Investor Relations