Complying with Best Practice in Corporate Governance
Good corporate governance is very important to Clariant. The Clariant Board of Directors has therefore decided to establish the formal role of an Independent Lead Director as long as the Chairman of the Board of Directors simultaneously serves as Executive Chairman. Clariant thereby follows the guidelines of the Swiss Code of Best Practice for Corporate Governance. This stipulates that, in the event of such a dual role, the company must ensure adequate control mechanisms by the Board of Directors appointing a non-executive, experienced member as Lead Director.
The role and responsibility of an Independent Lead Director is to ensure the independence of the Board of Directors from the Chairman, the CEO, and the Group’s management, and to support the Chairman and CEO. The tasks also include supervising Group management, particularly with regard to compliance with the law, the articles of association, regulations, and instructions. The Lead Director becomes the mediator between the Chairman and the Board of Directors as needed. The Lead Director ensures communication by convening and chairing a Board of Directors meeting at the request of a member of the Board of Directors or the CEO. In the absence of the Chairman, the Independent Lead Director chairs meetings of the Board of Directors. Furthermore, the Independent Lead Director is available to members of the Board of Directors to discuss matters they would like to raise in the absence of the Chairman.
My role as Lead Director will end as soon as a new CEO has been appointed and Clariant once again has two people for the positions of CEO and Chairman.
On behalf of the Board of Directors, I would like to take this opportunity to thank you, our shareholders, for the trust you have placed in us.
Independent Lead Director
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