山德士Sandoz 2025年企业治理报告「瑞士证券交易所」（英文版）（20页）.pdf

1、Corporate Governance Report50 Corporate Governance framework50 ESG governance51 Group structure and shareholders52 Capital structure54 Board of Directors60 Executive Committee63 Compensation,shareholdings and loans64 Shareholders participation rights65 Changes of control and defense measures 66 Mana

2、gement of information and monitoring tools oftheBoard of Directors67 Auditors68 Information policy68 Blackout periodsIntegrated Annual Report 202549Financial ReportESG DisclosuresBusiness ReportCompensation ReportRisk Management ReportCorporate Governance ReportOverviewCorporate Governance framework

3、Sandoz is committed to an effective corporate governance framework that supports its sustainable development and ensures long-term value creation.The principles and rules behind this commitment are described in a number of corporate documents,in particular the Articles of Incorporation,the Organizat

4、ional Regulations,the Code of Ethics and various internal policies:S Corporate Governance Report has been established in compliance with all relevant Swiss legal requirements regarding corporate governance,including the SIX Swiss Exchanges Directive on Information relating to Corporate Governance an

5、d the standards established in the Swiss Code of Best Practice for Corporate Governance.General Meeting of ShareholdersExecutive CommitteeExternal Auditor Approves the management report,the consolidated financial statement and the reporting on non-financial matters Decides on appropriation of availa

6、ble earnings and dividend Approves compensation of the Board of Directors and the Executive Committee Elects Board members,Board Chair and members of the Human Capital and ESG Committee Elects Independent Proxy and External Auditor Adopts and modifies the Companys Articles ofIncorporation For furthe