13.1. Duration of the mandate and term of office of the lead auditor
PricewaterhouseCoopers (PwC) has held the mandate until the Annual General Meeting dated 24 June 2022. KPMG was elected as the new auditor for the financial year 2022 at the Annual General Meeting dated 24 June 2022. The Audit Committee ensures that the position of lead auditor is changed at least every seven years.
13.2. Auditing fees
KPMG received a fee of CHF 3.8 million for auditing the 2022 financial statements, comprising recurring audit services of CHF 3.7 million. (PricewaterhouseCoopers, the former auditor, received a total fee of CHF 4.2 million for auditing the 2021 financial statements.)
13.3. Additional fees
KPMG received a total fee of CHF 0.1 million for additional services in 2022, comprising of tax services of CHF 0.1 million.
(PricewaterhouseCoopers received a total fee of CHF 0.3 million for additional services in 2021.)
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 KPMG should be proposed to the Annual General Meeting for reelection. Criteria applied for the performance assessment of KPMG 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 2022, eight of the nine meetings were held jointly 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 head of Corporate Accounting, the head of Internal Audit, the General Counsel, and partly the Group complianceComplianceCompliance is a key element of Corporate Governance. It refers to compliance with the law and directives as well as with company codes and ethical business practices and behaviors. 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 KPMG exceeding a fee volume of CHF 25 000. These services may include audit and audit-related services as well as tax and other services. KPMG and the Executive Steering CommitteeExecutive Steering CommitteeThe Executive Steering Committee (ESC) is authorized by the Board of Directors to steer the company. It has overall strategic and financial responsibility, including for our profit and loss statement. The ESC consists of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), and the three Business Presidents. report to the Audit Committee on a regular basis regarding the extent of services provided in connection with this approval.
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