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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. 152
CORPORATE GOVERNANCE BarryCallebaut Annual Report2010/11 Name Function Nationality Member since JuergenSteinemann Chief ExecutiveOfficer German 2009 Victor Balli Chief Financial Officer Swiss 2007 Massimo Garavaglia Western Europe Italian 2004 David S. Johnson Americas U.S. 2009 StevenRetzlaff Global Sourcing &Cocoa U.S./Swiss 2008 Dirk Poelman Chief Operations Officer (COO) Belgian 2009 Hans P. Vriens Chief Innovation Officer (CIO) Dutch 2009 Juergen Steinemann (1958) was appointed Chief Executive Officer of Barry Callebaut AG in August 2009. Before joining Barry Callebaut, Juergen Steinemann served as amember of the Executive Board ofNutreco and as Chief Operating Officer since October 2001.Nutreco,quoted on the Official Market of Euronext Amsterdam, is an international animal nutrition and fish feed company,headquartered in the Netherlands. From 1999 to 2001,Juergen Steinemann served as CEO of Unilever’sformer subsidiary Loders Croklaan, which produced and marketed specialty oils and fats for the chocolate, bakery and functional foods industry. Between 1990 and 1998, Juergen Steinemann was with the former Eridania Beghin-Say Group, where he held various senior positions in business-to-business marketing and sales,ultimately in the “Corporate Plan et Stratégie” unit at the head office in Paris. Juergen Steinemann graduated from his economics/business studies at the European Business School in Wiesbaden, Germany,London, and Paris in 1985. JuergenSteinemann Chief ExecutiveOfficer, German national Victor Balli (1957) was appointed Chief Financial Officer and member of the Executive Committee of Barry Callebaut AG in February 2007. Before joining Barry Callebaut, Victor Balli was with Minibar since 1996. He began his career at Minibar as CFO and additionally held the position of CEO EMEA as of 2005. During this time,healso served as executive director and board member of several group companies of Niantic,afamily investment holding.From 1991 to 1995, he worked as aPrincipal with Adinvest AG,acorporate finance advisory company with offices in Zurich, San Francisco,New York, and London. From 1989 to 1991, Victor Balli served as Director of Corporate Finance with Marc Rich &Co. Holding in Zug.Hestarted his professional career in 1985 working as a Financial Analyst&Business Development Manager with EniChem International SA in Zurich and Milan. Victor Balli holds aMaster’s degree in Economics from the University of St.Gallen and aMaster’s degree as aChemical Engineer from the Swiss Federal Institute of Technology in Zurich. Victor Balli Chief Financial Officer, Swiss national 153
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