Supervision and advice
The Supervisory Board performs its duties of supervising and advising the Managing Board with respect both to recurring standard agenda items for Supervisory Board meetings and to specific topics that become relevant at any given point in time.
In view of DSM’s journey to become a focused Health, Nutrition & Bioscience company, as of 1 January 2022 it was decided that Quality should be accorded the same level of attention as Safety in the agendas of Supervisory Board meetings, with each being discussed as the first agenda point in alternate meetings. Another prominent agenda item is an update on business performance, financials, treasury and investor relations topics. As part of this agenda item, the Supervisory Board tracks the company’s financial performance, approves the annual Finance and Capital Expenditure Plan, is updated on capital market expectations and deliberates on any additional treasury topics as needed. In 2022, the Supervisory Board also discussed and approved the usual share buy-back programs to cover commitments under share-based compensation plans and the stock dividend. In addition, a bridge financing facility was approved to cover for the financial aspects related to the announced merger.
In line with our overall Strategy, the Supervisory Board was actively involved in the company’s transition to a focused Health, Nutrition & Bioscience company as well as the discussions leading to the announcement of the intent to merge with Firmenich. The Supervisory Board was also involved in the discussions leading to the acquisition of Prodap, the divestment of DSM’s Protective Materials business, and the announcement of the divestment of DSM’s Engineering Materials business. A post-acquisition review of CSK was performed in 2022 in addition to a post-investment review of Advanced Solar, DSM’s divested solar panel business. The Supervisory Board also discussed DSM’s new climate targets to accelerate the route to net-zero as well as DSM’s progress on its new Food System Commitments.
At the Supervisory Board’s request, the company’s risk assessment procedures were discussed in the full Supervisory Board meeting. The Supervisory Board also discussed the progress made on the development of Bovaer® and the strategic alliance with Elanco in this area. In addition to Bovaer®, the Supervisory Board also reviewed the full Innovation portfolio.
Each year, the Supervisory Board takes a number of days to visit DSM sites in a particular region. This fosters interaction with employees across different areas of the company and provides Supervisory Board members with opportunities for continuing education. This year’s visit was dedicated to DSM’s business in Switzerland. A central theme of the visit was the Supervisory Board’s interactions with our employees at all levels of the organization. The visit deepened the Supervisory Board’s knowledge of DSM’s vitamin A business, the biomass power plant in Sisseln and the Health, Nutrition & Care lab in Kaiseraugst, specifically in the area of sensory science, the skin microbiome and hair care.
The program began with a visit to DSM’s site in Sisseln, where the Site Director welcomed the Supervisory Board and several members of the Executive Committee. The DSM Sisseln site is an important production location, development center and ideas hub within DSM. The Supervisory Board was presented with an overview of the site’s vitamin E production, forward-looking technologies, such as DSM’s bio-based vitamin A, and certain of the site’s development projects. The visit continued with a tour of the bio-based vitamin A facility and the biomass power plant and ended with an interactive lunch with young talents from the site. In the afternoon, the Supervisory Board travelled to Kaiseraugst, where they were welcomed by the President of DSM Switzerland. In Kaiseraugst, the Supervisory Board experienced the new Innovation Campus, including a virtual reality session, followed by a townhall meeting with employees, which resulted in an open and lively discussion between Supervisory Board members and employees. The evening was spent with local senior executives to get to know each other better.
The Supervisory Board spent the next day at the office in Kaiseraugst, where they had another interactive lunch session with talents, followed by a Health, Nutrition & Care deep-dive and a lab tour. During the lab tour, several employees presented current Health, Nutrition & Care development projects in the areas of sensory science, the skin microbiome and hair care/shampoo. At the end of the day, the Swiss Food & Nutrition Valley organized a ‘food market’ where the Supervisory Board was able to meet up with start-ups and associated companies. During the dinner in the evening, the Supervisory Board shared its impressions with the Executive Committee members and evaluated the conversations they had had with several senior executives.