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 Holcim operates.
The ultimate goal of effective corporate governance is long-term value creation and strengthening of the Group’s reputation. This includes continuous improvement to decision-making processes and management systems through legal, organizational, and ethical directives and terms of reference, as well as measures to enhance transparency. Compliance with internal and external directives, early recognition of business risks, social responsibility for stakeholder groups and open communication on all relevant issues are among the principles of Holcim. Since 2004, the Code of Business Conduct, binding for the entire Group, has been part of the mission statement.
Holcim aims to achieve a balanced relationship between management and control by keeping the functions of Chairman of the Board of Directors and CEO separate. All directors are independent according to the definition of the Swiss Code of Best Practice for Corporate Governance. Since the introduction of a uniform registered share in 2003, the principle of “one share, one vote” applies.
The information published in this chapter conforms to the Corporate Governance Directive of the SIX Swiss Exchange (SIX) and the disclosure rules of the Swiss Code of Obligations. In the interest of clarity, reference is made to other parts of the Annual Report or, for example, to the Group’s website (www.holcim.com). The following sections describe the duties of the Audit Committee, the Nomination & Compensation Committee, and the Governance & Strategy Committee as well as the Organizational Rules.
On November 20, 2013, the Swiss Federal Council approved the Federal Council Ordinance Against Excessive Compensation (OaEC). The OaEC implements key elements of the so-called “Minder Initiative” approved by Swiss citizens on March 3, 2013, which was intended to strengthen shareholder rights and impose board and executive compensation related requirements on Swiss public companies. The OaEC implements various requirements including, among others, a binding (rather than advisory) annual shareholder vote on each of total board compensation as well as total executive committee compensation. It prohibits severance payments, advance compensation and payments related to the acquisition or transfer of enterprises or parts thereof by the respective company or enterprises directly or indirectly controlled by said company. Further, it implements criminal sanctions in certain cases of intentional noncompliance if the offender acted against his or her “better knowledge”. The OaEC also states that the Chairman and the members of the Board of Directors and the Nomination & Compensation Committee members be directly elected by shareholders annually. The measures required for implementation by 2014 have been implemented by Holcim starting from the annual general meeting in 2014. The shareholders’ votes on compensation required by the OaEC must for the first time be obtained at the annual meeting in 2015. The OaEC will be applicable until the Swiss Parliament passes a new law on the subject matter.
Except as otherwise indicated, this Annual Report reflects the legal situation as of December 31, 2014, and mentions only certain of the modifications to be made under the Federal Council Ordinance against Excessive Compensation (OaEC) which is in force and effect since January 1, 2014, subject to transitional periods.