Corporate Governance Report
Introduction by the Chairman of the Board of Directors
On behalf of the Board of Directors of GF, I am pleased to present the 2021 Corporate Governance Report.
Another year under COVID-19 influence
The successive waves of COVID-19 variants once again led to the introduction of home-office measures, where possible, as well as testing and mask mandates at most of our facilities around the world. Amid previously unheard-of supply chain disruptions and price increases, especially for raw materials, tremendous efforts were made in all three divisions of GF to ensure we could continue to serve our customers while protecting the safety of our employees.
Board meetings were held online in the first half of 2021, however, in the second half of the year, it was possible to hold them in person again. The April 2021 Annual Shareholders’ Meeting also had to be organized without the physical presence of our shareholders. Dedicated channels were therefore established to allow shareholders to ask questions, which were answered in writing prior to the Annual Shareholders’ Meeting.
An intense and fruitful dialogue with our stakeholders
Around 20 governance discussions have been held with our investors and proxy advisors, mostly online, led by our Chairman and attended by our Independent Lead Director and our Head of Investor Relations / Sustainability.
The main topics discussed were sustainability, diversity, and the transparency of Board topics, as well as feedback on the actions taken in regards to previous years meetings.
Board refreshment and diversity
The skills of Board Members are individually disclosed in this Corporate Governance Report (see Diversity). This serves as a basis for ongoing and future searches.
As announced in October 2021, following a worldwide search commissioned by GF, Ms. Ayano Senaha, COO of Recruit Holdings Co., Ltd., will be proposed for election to our Board at the Annual Shareholders’ Meeting in April 2022 (see CV of Ms. Ayano Senaha).
Risk Management strengthened, including cybersecurity
The Board’s two-hour risk management workshop was held in November, and was followed up in December with measures on how to mitigate the risks that had been identified. The Audit Committee, which included cybersecurity in its charter, met several times to hear about and monitor the measures taken by our IT systems and cybersecurity experts, acknowledging the opportunities as well as the additional risks related to home-office and to digitalization.
More generally, the Board decided to extend the Audit Committee Charter to overall risk management in order to deepen this topic at the Board level.
Transparency of Boards processes/decisions
In 2021, the Board concluded its annual self-assessment, which showed a high degree of satisfaction with our Board culture of mutual trust, respect, and transparency. Despite COVID-19, it was possible to organize a week-long visit to our customers and GF facilities in the US, marking a highlight during a year that was strongly characterized by the pandemic.
The continuous monitoring of succession and talent management as well as a deep dive on innovation will be the key topics of 2022.
The Independent Lead Director held separate meetings with our CEO as well as with all Board Members without the presence of the Chairman and reported on the clear separation of roles and the smooth and respectful relationship enjoyed by the Chairman and CEO at GF.
Sustainability as the strategic Board topic of the year 2021
A week-long deep dive on this topic was organized in November during the Board’s visit to our US customers and GF facilities.
In particular, the integration of sustainability into GF’s strategy and business model were further deepened with clear goals/road maps for reducing CO2 emissions, enhancing diversity at all levels, and focusing our R&D efforts and investments towards products and services which contribute the most of both sustainability and economic value.
In addition, three Nomination and Sustainability Committee Meetings with a focus on sustainability were held in 2021. At these meetings, GF’s first report according to the Task Force on Climate-related Financial Disclosures (TCFD) was reviewed, the ESG (ESG = Environmental, Social, Governance) objectives of the Executive Committee were discussed and aligned, and the progress made on the company’s ESG goals was assessed. The application to the Science Based Targets initiative (SBTi) and commitment to set a 1.5°C target will be submitted in the first quarter of 2022. GF’s emissions and progress against these targets will be disclosed in the reporting for 2022.
We trust you will find this report interesting and informative, and look forward to continuing our fruitful dialogue.
Chairman of the Board of Directors