SwissInfo

CORPORATE GOVERNANCE
BarryCallebaut
Annual Report2010/11
Thescope of internal auditing encompasses the examination and evaluation of the
adequacyand effectiveness of the organization’s system of internal control and the
quality of performance in carrying out assigned responsibilities.The internal audit
function reports to the Chairman of the AFRQCC.Significant findings of internal
audits are presented and reviewed in the meetings of the AFRQCC and of the
Board ofDirectors. Inthe last fiscal year, the internal audit team was supported
by athirdparty in one site audit.
The external auditors attended one meeting of the Audit, Finance, Risk,
Quality &Compliance Committee in fiscal year 2010/11.
TheAFRQCC meets as often as business requires,but at least three times per
fiscal year. The meetings usually take place in Zurich. In the last fiscal year, the
committee met four times.The meetings lasted for approximately two hours.One
of the meetings took place in the context of the Board’svisit to the production sites
in San Pedro and Abidjan, both in Côte d’Ivoire. One meeting took place in the
form of aconference call.
Nomination &Compensation Committee
Stefan Pfander (Chairman), Rolando Benedick, James Donald (to takeover Chairmanship
as from December 7, 2011)
The responsibilities of the Nomination&Compensation Committee (NCC)
are tomake recommendations to the Board with respect to the selection, nomination,
compensation, evaluation, and, when necessary,the replacement of keyexecutives.The
NCC establishes jointly with the CEO ageneral succession planning and
development policy. The committee also reviews remuneration paid to members
of the Board ofDirectors,ensures atransparent Board and Executive Committee
nomination process, and is responsible for monitoring and managing potential
conflicts of interest involving executive management and Boardmembers.
TheNCC meets as often as business requires,but at least three times per fiscal
year.The meetings usually take place in Zurich. In the last fiscal year,the committee
met four times.The meetings lasted for approximately two hours. One of the
meetings took place in the context of the Board’s visit to the production sites in
San Pedroand Abidjan, both in Côte d’Ivoire.
Additional information:
www.barry-callebaut.com/
executivecommittee
ExecutiveCommittee
The Executive Committee consists of seven members and is headed by the Chief
Executive Officer. For external activities of each member of the Executive Committee
see the respective curriculum vitae.
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