Corporate governance
Holcim applies high standards to corporate governance. The goal is to assure the long-term value and success of the company in the interests of various stakeholder groups: customers, shareholders, employees, creditors, suppliers and the communities where we operate. Acting responsibly
sation Committee and the Governance & Strategy
The ultimate goal of effective corporate governance
Committee as well as the Organizational Rules.
is long-term value creation and strengthening of the Group’s reputation. This includes continuous improve-
On November 20, 2013, the Swiss Federal Council
ment to decision-making processes and management
approved the Federal Council Ordinance Against Ex-
systems through legal, organizational and ethical
cessive Compensation (OaEC). The OaEC implements
directives and terms of reference, as well as measures
key elements of the so-called “Minder Initiative” ap-
to enhance transparency. Compliance with internal
proved by Swiss citizens on March 3, 2013, which was
and external directives, early recognition of business
intended to strengthen shareholder rights and impose
risks, social responsibility for stakeholder groups and
board and executive compensation related require-
open communication on all relevant issues are among
ments on Swiss public companies. The OaEC imple-
the principles of Holcim. Since 2004, the Code of
ments various requirements including, among others,
Conduct, binding for the entire Group, has been part
a binding (rather than advisory) annual shareholder
of the mission statement.
vote on each of total board compensation as well as total executive committee compensation. It prohib-
Holcim aims to achieve a balanced relationship be-
its severance payments, advance compensation and
tween management and control by keeping the func-
payments related to the acquisition or transfer of en-
tions of Chairman of the Board of Directors and CEO
terprises or parts thereof by the respective company
separate. All directors are independent according to
or enterprises directly or indirectly controlled by said
the definition of the Swiss Code of Best Practice for
company. Further, it implements criminal sanctions
Corporate Governance. Since the introduction of
in certain cases of intentional noncompliance if the
a uniform registered share in 2003, the principle of
offender acted against his or her “better knowledge”.
“one share, one vote” applies.
The OaEC also states that Chairman and the members of the Board of Directors and the Nomination & Com-
The information published in this chapter conforms to
pensation Committee members be directly elected by
the Corporate Governance Directive of the SIX Swiss
shareholders annually; starting from the next annual
Exchange (SIX) and the disclosure rules of the Swiss
general meeting in 2014. The shareholders’ votes on
Code of Obligations. In the interest of clarity, refer-
compensation required by the OaEC must for the first
ence is made to other parts of the Annual Report or,
time be obtained at the annual meeting in 2015. The
for example, to the Group’s website (www.holcim.
OaEC will be applicable until the Swiss Parliament
com). Pages 117 to 119 of this report describe the duties
passes a new law on the subject matter.
of the Audit Committee, the Nomination & Compen113