Governance FAQ

Governance

Corporate governance

What is the structure of Syngenta's Board of Directors?

The Syngenta Board of Directors (Board) consists of seven non-executive directors. The Board includes three women and representatives from six nationalities, drawn from broad international business and academic backgrounds. Its members bring diverse expertise and perspectives to the leadership of a complex, highly regulated, global business. Read more about the current Board members.

Our Articles of Incorporation outline in detail the responsibilities of the Board based on Swiss law. The Board is the highest authority in the Company and exercises general supervision over the objectives and the conduct of business. In addition, it takes an active role in reviewing and enhancing Corporate Governance within Syngenta.

Some of the Board's powers and duties are delegated to Board Committees which are: the Governance & Nomination Committee, the Compensation Committee, the Audit Committee, and the Corporate Responsibility Committee. Board committees meet on a regular basis. Management of business operations is delegated to the Syngenta Executive Committee. Read more about our Corporate Governance.

What is the Board of Directors' compensation?

The compensation provided to the non-executive Board members consists of an annual basic fee. Additional fees are paid depending on the individual assignments to the Committees of the Board. The non-executive Board members do not receive any variable compensation but they can choose to receive a portion of their fixed fee in the form of shares.

We report on compensation individually for the members of the Board of Directors on an annual basis within our Corporate Compensation Report.

Who makes up Syngenta's Executive Team?

The Syngenta Executive Team, under the leadership of the Chief Executive Officer (CEO), is responsible for the operation of the company’s business.

The Executive Team consists of ten members: the CEO, the President Global Crop Protection and EAME, LATAM and APAC, the President Global Seeds and North America, the Chief Financial Officer (CFO), the Head Research & Development, the Head Global Operations, the Head Legal & Taxes, the Head Human Resources, the Head Corporate Affairs and the Head Business Development.

Read more in the Annual Review (p. 5)

What is the Syngenta Executive Committee's compensation?

The compensation provided to the CEO and the other members of the Syngenta Executive Committee consists of base salary and allowances, short-term incentive in cash, an equity-based long-term incentive, as well as pension, insurance and other benefits.

We report on compensation individually for the CEO and in aggregate for the other members of the Syngenta Executive Committee on an annual basis within our Corporate Compensation Report.

What is the link between the Syngenta Executive Committee's performance and compensation?

For Syngenta Executive Committee members, all variable compensation is subject to performance measures. The short-term incentive (STI) plan rewards short-term performance. For Executive Committee members, financial performance measures account for 70 percent of the STI award while 30 percent is based on individual performance. In addition, the STI payout is contingent upon the annual Group Net Income (GNI) reaching a threshold of 85 percent of the target budget. The financial performance measures are earnings per share (EPS) and Cash Flow Return on Investment (CFROI). Individual STI performance-related pay is based on a range of measures relating to progress in driving sustainable long-term growth in the business.

The Executive Long Term Incentive Plan is designed to focus senior management on driving sustainable long-term growth in the business and to align their rewards more closely with the long-term interests of the Company's shareholders. The vesting of the awards at the end of the three-year vesting period is dependent on the achievement of pre-determined financial and non-financial targets.

Read more in our annual Corporate Compensation Report

How do sustainability considerations translate into Syngenta’s senior management compensation?

The Syngenta compensation system links compensation to both individual performance and the financial success of the company.

The Long-Term Incentive Plans are designed to focus senior management on driving sustainable long-term growth in the business and to align their rewards more closely with the long-term interests of the Company’s shareholders.

The Executive Long-Term Incentive Plan is also subject to secondary performance measures: Total Shareholder Return which is a measure of sustainable value creation, and internal performance measures which support the Company’s long-term strategy. A key element of the internal performance measures is The Good Growth Plan, which reflects Syngenta’s commitments to sustainable agriculture.

Read more about the compensation principles in our Corporate Compensation Report

How is corporate responsibility governed at Syngenta?

We have a Board level Corporate Responsibility Committee (CRC) chaired by the Syngenta Chairman. The CRC consists of at least three non-executive directors (including the chairman) and the CEO. Meeting twice a year, the CRC acts as the custodian on all corporate responsibility (CR) matters for Syngenta

At senior executive level, the Syngenta Executive Committee directs CR-related standards, strategy, objectives and partnerships. It reviews and advises on the effectiveness of implementation of internal policies.

Syngenta has established a company-wide data collection system, which monitors and reports on performance against agreed metrics.

Read more about our approach to CR

What voting rights do Syngenta's shareholders have?

Each share entitles the holder to one vote. The right to vote can only be exercised by shareholders registered as a shareholder with the right to vote in the Swiss share register. Such shareholders can be represented by their legal representative, by another shareholder having rights to vote, by proxies designated in agreement with or regulations related to nominees, or by the Independent Proxy. Voting instructions for the Independent Proxy can be submitted in writing in a proxy form or, since the 2015 Annual General Meeting, via the internet.

The Annual General Meeting of shareholders is held each year within six months after the end of the company's fiscal year.

An extraordinary general meeting can be requested by an ordinary shareholder meeting, by the external auditors or by one or more shareholders who are holding in aggregate at least 10 percent of the share capital of Syngenta.

For more information on shareholder voting rights at general meetings please see our annual Corporate Governance Report and Compensation Report. Alternatively you can view Syngenta's Articles of Incorporation.

What fees does Syngenta pay to its financial auditor?

In 2016, the Annual General Meeting elected KPMG AG as external auditor to Syngenta AG for the business year 2016. The appointment is for one year and can be renewed annually. In addition to audit services, KPMG AG also provides other audit-related services, tax services and other services.

An overview of the external auditor fees is published in the annual Corporate Governance Report and Compensation Report.

Risk management

What is Syngenta's approach to risk management?

Syngenta's risk management strategy is set by our Syngenta Executive Team (SET) and defines our overall approach to managing risks across the company and individual businesses. It includes a five stage process:

  1. Setting risk strategy - defining the governance and processes to manage risks
  2. Identifying risks – finding, recognizing and describing risk including recognizing sources of risk, their causes and potential consequences
  3. Assessing risks – obtaining a deeper understanding of identified risks by analyzing likelihood and potential impact, and mapping risks to prioritize their treatment
  4. Treating risks – considering activities that influence the likelihood and/or impact of a risk to terminate, reduce, accept or pass-on
  5. Monitoring risks – reviewing key risks on a regular basis to evaluate whether the treatments have influenced the likelihood and/or impact as intended, as well as reviewing other risks at least once a year.

We use a Risk Management Information System to track the outputs of all five stages and monitor all aspects of our risk management process. 

How is risk management governed at Syngenta?

Our Board of Directors and the Syngenta Executive Team (SET) have overall responsibility for risk management and receive regular updates of the status of our key risks across the group. Compliance and Risk Management at Syngenta is overseen by the Core Compliance Group (CCG) which is chaired by the Head of Group Compliance. The CCG includes the Head of Group Risk Management, the Head of Financial Compliance, the Head of Internal Audit, the Head of Health Safety & Environment, and other senior leaders from internal compliance functions. The Group Risk Management team is responsible for ensuring that our approach is robust and that our risk management processes are embedded across the company.

Are environmental and social aspects considered in Syngenta's risk management approach?

We include environmental and social aspects in our risk management processes. These are considered at a Group level for strategic business decisions, and are also included as part of local risk management processes. Environmental and social risks include:

  • Adverse weather, climate and geographical conditions as well as natural hazards
  • Effects of not meeting stakeholder expectations
  • Environmental damages and liabilities
  • Adverse macro-economic situations and population developments
  • National or regional insecurity. 

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