Lonza is fully committed to good corporate governance. The Lonza principles and rules are laid down in the company's Articles of Association and the Regulations Governing Internal Organization and Board Committees.
The independent auditor, KPMG Ltd, Räffelstrasse 28, 8045 Zurich, Switzerland, has held the mandate as the external statutory auditor of Lonza Group Ltd and the Group since 1999. The external statutory auditor is elected at the Annual General Meeting for a term of one year. The criteria for selection of external auditors include independence, quality, reputation and cost of services. Michael Blume from KPMG Ltd has been the auditor in charge since April 2014. Lonza’s Audit and Compliance Committee, together with KPMG ensure that the auditor in charge is rotated at least every seven years. A new auditor in charge has been nominated for the financial year 2021. The Board of Directors proposes that KPMG Ltd be re-elected as auditor for the 2021 business year.
Head of Lonza Audit Services: Kerstin Meinecke | Basel, Switzerland
Please refer to Capital Structure section, page 220 of the Corporate Governance Report for more details on:
- Share capital
- Authorized and conditional capital
- Changes in capital
- Shares and participation certificates
- Profit-sharing certificates
- Limitations on transfer-ability and nominee registrations
- Convertible bonds
Changes of control & defense measures
Duty to make an offer
According to the Swiss Federal Act on Financial Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA), an investor who acquires more than 33⅓% of all voting rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is required to submit a takeover offer for all shares outstanding. No special opting-out or opting-up dispositions are contained in the Lonza Articles of Association.
Clauses on changes of control
The employment agreements of the Executive Committee members contain certain clauses on change of control, which are outlined in the Compensation of the Executive Committee section of the Remuneration Report. In addition, Lonza’s Long-Term Incentive (LTIP) provides that unvested awards / blocked shares unconditionally vest upon change of control (see Compensation of the Executive Committee section of the Remuneration Report, page 206).
Compensation, shareholdings & loans
Details of Board and Executive Committee compensation are contained in the Remuneration Report, respectively on page 212 and 206.
Group structure & shareholders
Please refer to Group Structure and Shareholders section, page 218 of the Corporate Governance Report for more details on:
- Operational Group structure
- Principal shareholders
Shareholder's participation rights
Please refer to Shareholder’s Participation Rights section, page 238 of the Corporate Governance Report for more details on:
- Voting-rights restrictions and representation
- Statutory quora
- Convocation of Shareholder’s Meetings
- Entry in the share register