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 AG, Badenerstrasse 172, 8004, 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. Florin Krapp from KPMG AG has been nominated as lead auditor in charge for the financial year 2022. She first held the mandate as lead auditor in the financial year 2021. Lonza’s Audit and Compliance Committee, together with KPMG AG ensure that the auditor in charge is rotated at least every seven years.
The Board of Directors proposed that KPMG AG be re-elected as auditor for the financial year 2023. Such proposal was approved by the shareholders at Lonza’s 2023 Annual General Meeting on 5 May 2023.
In 2022, the Board of Directors decided to initiate a tender for the audit and related services of Lonza Group Ltd and its subsidiaries starting from the financial year 2024. The overall objective of the audit tender was to select the best auditor in terms of quality within a competitive price range through a non-discriminatory, transparent and robust selection process, in line with good governance practices. The tender was open to any audit firm having sufficient expertise, experience, IT capabilities and geographical footprint to audit a listed company with a global scale and high complexity of operations. The Board of Directors proposed to Lonza’s shareholders Deloitte AG as its external auditor effective from the financial year 2024. Such proposal was approved by the shareholders at Lonza’s 2023 Annual General Meeting on 5 May 2023.
Please refer to Lonza’s Articles of Association for more details on:
- Share capital
- Capital band
- Conditional capital
- Changes in capital
- Shares and participation certificates
- Profit-sharing certificates
- Limitations on transfer-ability and nominee registrations
- Convertible bonds
Changes of control and 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
Details of Board and Executive Committee compensation are contained in the Remuneration Report, respectively on page 198 and 190.
Group structure and shareholders
Please refer to Group Structure and Shareholders section, page 207 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 228 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