13. Auditors

13.1. Duration of the mandate and term of office of the lead auditor

PricewaterhouseCoopers (PwC) has held the mandate since Clariant Ltd was established in 1995. The principle of rotation applies to the lead auditor, Rolf Johner, who was first appointed in April 2016. The Audit Committee ensures that the position of lead auditor is changed at least every seven years.

13.2. Auditing fees

PricewaterhouseCoopers received a fee of CHF 11.9 million for auditing the 2017 financial statements (2016: CHF 5.8 million). The increase is the result of additional audit procedures in relation to the abandoned merger with Huntsman.

13.3. Additional fees

PricewaterhouseCoopers received a total fee of CHF 1.1 million for additional services (2016: CHF 1.8 million). These services comprise audit-related services of CHF 0.2 million, consulting services of CHF 0.1 million and tax services of CHF 0.8 million.

13.4. Supervisory and control instruments vis-à-vis the auditors

The Audit Committee of the Board of Directors is responsible for overseeing and evaluating the performance of the external auditors on behalf of the Board of Directors and recommends to the Board of Directors whether PwC should be proposed to the Annual General Meeting for reelection. Criteria applied for the performance assessment of PwC include technical and operational competence, independent and objective view, employment of sufficient resources, focus on areas of significant risk to Clariant, ability to provide effective and practical recommendations, and open and effective communication and coordination with the Audit Committee, Corporate Auditing, and management. In 2017, eight joint meetings were held with the external auditor’s representatives. These meetings were attended by members of the Audit Committee, the partner and senior manager of the audit firm, Clariant’s CFO, the Group Accountant, the Head of Corporate Auditing, the General Counsel and partly the Group Officer. Depending on the topics to be discussed, the meetings were also attended by the Group Risk Manager. The auditors communicate audit plans and findings to the Audit Committee and issue reports to the Board of Directors in accordance with article 728b of the Swiss Code of Obligations. The Audit Committee’s approval is required for all services provided by PwC exceeding a fee volume of CHF 0.2 million. These services may include audit and audit-related services, as well as tax and other services. PwC and the report to the Audit Committee on a regular basis regarding the extent of services provided in conjunction with this approval.


Compliance is a key element of Corporate Governance. It refers to compliance with the law and directives as well as with voluntary codes within the company. VIEW ENTIRE GLOSSARY

Executive Committee

Management body of joint stock companies; at Clariant the Executive Committee currently comprises four members. VIEW ENTIRE GLOSSARY