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Corporate Governance Report


Corporate Governance Report

Introduction by the Chairman of the Board of Directors

Dear Shareholders,

On behalf of the Board of Directors of GF, I am pleased to present the 2022 Corporate Governance chapter.

Headwinds were mastered

In 2022, the war in Ukraine had a significant impact on the European economy, including a sharp rise in input costs and interest rates, which could be compensated by well-managed price adjustments. Moreover, the government-mandated lockdowns in most parts of China affected both our facilities and our supply chains in this important market.

With respect to China, only virtual interactions were possible for most of the year. However, we were able to take measures to minimize the impact of this situation, thanks to the high level of flexibility and dedication demonstrated by our local management and employees. Our heartfelt gratitude goes to them.

The April 2022 Annual Shareholders' Meeting was also held virtually for the third time on a statutory basis with dedicated channels opened to allow shareholders to ask questions. We will return to a regular in-person Annual Meeting format in April 2023.

Governance roadshows intensified

During the period under review, we continued to engage in a proactive dialogue with our shareholders and proxy advisors. These discussions were mostly held online and led by our Chairman, who was joined by our Independent Lead Director, the Chairwoman of our Compensation Committee and our Head of Investor Relations.

The feedback and updates we received during these exchanges were very helpful, and centered on topics such as Board recruitment, ESG and compensation. We certainly continue to proactively seek and engage in these dialogues, as they provide us with a valuable external perspective and welcome feedback that supports us in our ongoing development.

Board refreshment and diversity

Following worldwide searches, we have announced that we are proposing Michelle Wen and Monica de Virgiliis as new members of the Board of Directors at the next Annual Shareholders' Meeting on 19 April 2023. Furthermore, Jasmin Staiblin will not stand for re-election due to GF's twelve year-limit on Board tenure, while Riet Cadonau has decided not to stand for re-election for personal reasons.

Michelle Wen brings a wealth of experience in supply chains in several industries, including the automobile sector, a key market especially for GF Casting Solutions. Monica de Virgiliis' long tenure in the semiconductor industry and present responsibilities in the utility business will certainly support GF Piping Systems. Both Michelle Wen and Monica de Virgiliis would ideally complement our board. The skills of all board members are individually disclosed in this report (see Diversity). This serves as a basis for ongoing and future searches.

Risk Management

The regular board risk management workshop took place in December 2022. The results of the workshop were compared to management views and reconciled. The Audit Committee deepened its cybersecurity risk analyses and monitored progress as presented by management.

Board Strategy Meeting

With Innovation as the strategic topic of the year, a two-day seminar was held in September to review GF's innovation roadmap in line with the Strategy 2025.

The management also presented this topic to analysts and investors at GF's sixth Capital Market Day. The event received a very positive feedback. Innovation is a key differentiator for GF. Its link and focus on Sustainability is well in line and congruent with GF's strategy.

Sustainability well-integrated into GF's activities

A key management objective is the share of products and services with environmental or social benefits. Thus drives both R&D and sales activities.

Consequently, GF must also be at the forefront with regards to its environmental journey and the reduction of greenhouse gas (GHG) emissions in its own facilities. In 2022, GF reached an important milestone in this area: the Science Based Target initiative (SBTi) validated the company's science-based targets to reduce GHG emissions along its value chain. These targets are fully aligned with the Paris Agreement to limit global warming to 1.5° C.

In addition, the combined report 2022 will for the first time integrate both financial and sustainability reporting. The Nomination and Sustainability Committee met four times to review and monitor progress on all above-mentioned topics.

Share split to widen scope of investors

A share split in the ratio 1:20 has been implemented in April 2022 in order to facilitate the entry of individual shareholders into GF's capital. The number of shareholders has increased to more than 20’000.

We thank all our investors for their trust in our company. We hope you find this report interesting and informative and look forward to continuing the dialogue with you, our shareholders and stakeholders.


Yves Serra

Chairman of the Board of Directors