Novartis AG (SWX:NOVN)
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AGM 2021

Mar 2, 2021

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

Distinguished shareholders, ladies and gentlemen, good afternoon. A very warm welcome to the 25th Ordinary Annual General Meeting, which in many ways is going to be a first. Let me give you some primary information. We already informed you in the invitation document for this AGM that due to the coronavirus pandemic, this annual general meeting is taking place in digital form and without shareholders being present, based on the COVID-19 Ordinance 3 of the Swiss government. We're all aware of the reasons for this decision, and we completely support the restrictions imposed by the authorities. We very much regret this situation because 2021 marks the 25th anniversary of Novartis's existence.

An annual general meeting in the St. Jakob Hall would have been a more appropriate setting to celebrate the founding of our company together with you and to look back on the successes of the 25 years that have elapsed. We hope that you will enjoy the webcast, which you can follow either in German or English, and we hope that we will be able to give you a lasting impression of the 2020 business year and show you what has happened ever since the merger of Sandoz and Ciba-Geigy. Together with me on stage, we have Mr. Vas Narasimhan, our Chief Executive Officer, Mrs. Charlotte Pamer, Secretary to the Board, and Peter Andreas Zahn, the Independent Proxy. We also have representatives of our auditors, PricewaterhouseCoopers, here with us, as well as the Notary Public, Mrs. Andrea Schmutz.

I hereby appoint Charlotte Pamer, Secretary to the Board, as keeper of the minutes. I decide that Mrs. Pamer at today's annual general meeting will also act as the teller. The annual general meeting was duly convened by publication in the Swiss Official Gazette of Commerce, edition number 23 on the 3rd of February 2021, which included the complete agenda. According to Article 27 of the COVID-19 Ordinance 3, all shareholders were informed that they can exercise their voting rights exclusively through the independent proxy. Prior to today's annual general meeting, Novartis offered a virtual speaker's desk to all shareholders to ask questions to the board. As we go through the meeting, we will address all questions we have received. The annual general meeting will pass resolutions with an absolute majority of represented votes, unless statutes or the law provide otherwise.

Mrs. Pamer will now give you the attendance and the share votes represented. At today's annual general meeting, no shares are represented by shareholders in person. The independent proxy, therefore, represents all represented shares, 1,475,050,947 shares, which is equivalent to 59.79% of the 2,467,060,920 issued shares. Thank you very much, Mrs. Pamer. Voting and election results will be calculated based on the instructions issued to the independent proxy and will always be announced for every agenda item separately. I note that today's annual general meeting has been duly and timely convened and in accordance with the statutes as to form, and in line with COVID-19 Ordinance 3 of the Swiss government. The AGM is therefore able to pass resolutions on all items on the agenda.

This brings us to item one, approval of the operating and financial review of Novartis AG, the financial statements of Novartis AG, and the group consolidated financial statements for the 2020 financial year. The annual and statutory reports have been available for inspection at the company's headquarters and were also available online. Furthermore, we also published an annual review, which in abridged form basically presents our performance in the past business year and informs about the progress in implementing our priorities. You were also able to receive this document as a printed copy. PricewaterhouseCoopers has audited the annual financial statements and the consolidated financial statements and has informed us that they have nothing to add to their comments. Since this AGM is being held digitally, we decided to provide a resume of 2020 in digital form as a video.

We would like to make better use of digital communication and also provide a more comprehensive visual impression of what we have achieved in 2020.

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Joerg Reinhardt
Chairman of the Board of Directors, Novartis

Well, ladies and gentlemen, I hope this video was a fair summary of what we did in 2020, and I hope it also made the webcast a little bit more entertaining. Our Chief Executive Officer, Mr. Narasimhan, has also decided to prepare a video statement based on the extraordinary situation around COVID-19, and his statement also includes some additional remarks on our achievements in 2020. In his address, he will focus more on our strategy and give some examples on progress with our strategic priorities.

Vas Narasimhan
CEO, Novartis

[Non-English content] As we look back on the past year, a year that has shaken the very foundations of society and impacted healthcare systems and populations around the world, I'm proud of the ways Novartis was able to continue to deliver on our purpose. From a financial and operational standpoint, and when you look at our progress across our five priorities, our performance demonstrates the agility and resilience of our organization. Our associates worked tirelessly through the crisis, bringing over 70 billion doses of medicine to over 750 million patients who rely on them around the world. When it comes to responding to COVID-19, Novartis has taken an associate-first approach, prioritizing health and job safety.

We created a global program that gives associates the freedom to decide where and how they work, that approach will remain after the pandemic. We also transformed the ways we connect with each other and our partners. Our Novartis Business Services organization, recently renamed Customer and Technology Solutions, impressively transitioned over 80,000 associates to fully digital working models within a matter of days when the pandemic struck. We're using new digital solutions and taking a multi-channel approach to engage with patients and healthcare providers. The broader global pandemic response is by far the largest and fastest mobilization of global scientific capabilities against a public health crisis. Novartis has played an important role in that response, including efforts to develop therapeutics and to support ongoing scientific collaboration.

Alongside Bill Gates, I co-chair a consortium of life sciences companies that came together to respond to the pandemic as a more united front. Earlier this year, we announced plans to help manufacture the Pfizer-BioNTech mRNA vaccine to boost global supply. From our first-of-its-kind not-for-profit portfolio of medicines through Sandoz to our collaboration with the Africa Medical Supplies Platform and our R&D efforts to develop pan-coronavirus treatments, we will keep doing our part. You know from our annual results, Novartis delivered solid financial performance last year, despite the widespread disruptions to healthcare systems and societies. Our net sales grew 3%, our core operating income grew 13% in constant currencies, and our Innovative Medicines core operating income margins reached 35%. We've driven sustained growth on the top and bottom line with respect to our Innovative Medicines margin now over multiple years.

We believe our strategy remains the right one for Novartis. Three years ago, alongside five strategic priorities, we set out to focus our company and our capital, accelerate certain geographies, and strengthen our core therapeutic areas. We've made great strides since then. We've transformed Novartis into a 100% focused medicines company. We've strengthened and advanced our industry-leading pipeline. We continue to generate solid cost savings, and we're becoming a leader with respect to ESG and at the intersection of data science, technology, and health. I want to highlight some concrete areas of progress across our five strategic priorities. We delivered transformative innovation last year. Novartis had several important approvals and launches across pharmaceuticals and oncology, including the approval of Cosentyx and Tabrecta in the U.S., as well as Leqvio in the European Union.

Our teams are pushing the cutting edge of science to develop the next wave of medicines for patients. The strength and transformative nature of our pipeline covers over 165 projects in development across our seven franchises, including 20 advanced therapies. It's one of the most robust and promising pipelines in the industry, and we recently signed an agreement to in-license a PD-1 inhibitor from BeiGene to expand our oncology portfolio. When you look at our commitment to embrace operational excellence, we've delivered consistent sales, core operating income, and margin growth over the last three years. Cosentyx and Entresto continue to drive top-line growth, delivering $6.5 billion in sales in 2020. Our ongoing programs to create nimble business services and technical operations organizations have strongly contributed to margin expansion.

When it comes to unleashing the power of our people, last year, we achieved record-high engagement scores in terms of our culture, reaching 80% engagement, up 6% from the year prior. We're embracing our inspired, curious, and unbossed culture, one of the key elements enabling us to weather the ongoing crisis. We're set to make progress this year as we roll out a new performance management approach for our teams. We know that culture drives performance, and our new approach will ensure our associates are empowered and supported as we execute on our priorities. We achieved important progress in building trust with society, including embedding a new code of ethics at the heart of the company and resolving legacy litigations from decades prior. We've enhanced our climate commitment, aiming to reach full carbon neutrality by 2030.

We introduced the healthcare industry's first-ever sustainability linked bond tied to access to medicines. We are emerging as a leader in environmental, social, and ESG topics, and we will keep moving forward on that journey. More and more, our investments to go big on data science and digital technology are also paying off. Our SENSE Insight Center, which monitors more than 500 clinical trials in over 70 countries in real time, enabled us to manage disruptions the pandemic created. Additionally, more than 35,000 remote monitoring visits took place from March to the end of 2020 to keep our trials moving forward. On the commercial front, we have brought together major programs to deliver hyper-personalized customer engagement at scale. We remain committed to harnessing the power of data science and technology to reimagine medicine.

Looking ahead, our position as a focused medicines company, our strategy, our resilience, our deep sense of purpose are what will enable Novartis to reimagine medicine and improve human life on this planet. We know the pandemic will remain with us in the months ahead, and we'll stay agile and resilient through the disruption to build on the progress I've shared today and to ensure our patients receive the medicines they need. Thank you for your continued investment in Novartis and for joining us on this grand journey to keep reimagining medicine. Please be well.

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

As for item one, prior to the AGM, a number of questions have been submitted to the board. The first input comes from Mr. Rolf Kurath, who represents Actares. In his letter, Mr. Kurath is explaining three phenomena which he deems highly relevant for Novartis: global warming, the COVID-19 pandemic, and the silent pandemic of antibiotic resistance. He claims that Novartis is called upon to do more in these areas. As regards climate change, Actares is acknowledging the ambitious targets Novartis have, the ambitious targets to strengthen resources, the efficiency of resources, and the reduction of greenhouse gases. Actares would welcome it if Novartis involved shareholders even more at the annual general meeting.

Actares thus tables the question whether Novartis would be willing, as of the An nual General Meeting 2022, to present the report on non-financial issues according to Article 964 of the Swiss Code of Obligations to the AGM in form of a consultative vote. Let me stress that today already, the information Novartis is publishing with its society report already complies with the government's counterproposal to the referendum on corporate responsibility. In fact, in some areas, it goes beyond these requirements. We therefore expect only minor changes to our reporting system in order to fully comply with the revised Swiss Code of Obligations. As regards to the question of a possible separate consultative vote, let me state the following. We welcome active contributions on the part of our shareholders in principle.

However, with regard to the introduction of Article 964a of the Swiss Code of Obligations, which stipulates the details of approving the report, there are still a number of issues unresolved. At this stage, we do not want to preempt the outcome of the discussion on these questions. For this reason, there are no plans at the present time to present to the AGM a separate and consultative vote on our report with regards to the introduction in 2022. However, and irrespective of formal considerations, we will certainly make sure that Novartis provides state-of-the-art and transparent reporting also with regard to issues of climate change and environmental protection. I now move on to the fight against the pandemic.

While Actares acknowledges our contribution to fighting the pandemic, Mr. Kurath is also criticizing that Novartis has reduced its investment in research and development by 4%, suggesting that Novartis does not consider the fight against the pandemic and its economic repercussions a business opportunity. He therefore raises the question, what contribution Novartis is planning to make on prevention and the fight against COVID-19, and what importance these activities will have for Novartis? As regards our fight against COVID-19, I would like to provide you with some more context. Mr. Narasimhan and myself already made important points in this respect in our video messages, and we explained what Novartis is doing with regard to COVID-19. I would still like to mention the most important programs again and explicitly refer to the fact that these activities are far from being completed but will be continued in the future.

We can put Novartis efforts in five different areas. In addition to supporting our members of staff, which I'm going to talk about again under item three, our efforts to slow the pandemic also include drug approval programs, clinical studies, price commitments, cooperations with partners, as well as financial aid for communities in distress. Amongst other things, we have started three placebo-controlled phase III studies with our own drug candidates to test promising substances. One study had to be stopped as a result of challenges in recruiting patients. The two other studies delivered negative results but made an important contribution to the scientific understanding of COVID-19. Furthermore, we cooperate with a Swiss biotech company, Molecular Partners, in developing and producing innovative therapy approaches for possible use against COVID-19. Novartis is also very committed in cooperation. Novartis is a member of two important research initiatives.

Number one, the COVID-19 Therapeutics Accelerator, coordinated by the Bill & Melinda Gates Foundation, Wellcome, and Mastercard. Number two, a partnership to fight COVID-19, supported by the Innovative Medicines Initiative. With regard to prevention and management of future pandemics, we've started developing the first oral substances, which are potentially effective against any coronavirus. Here again, we're working together with external partners such as the University of California, Berkeley. Also, we have installed a COVID-19 response fund up to $40 million in order to support local communities particularly affected by the pandemic. With the money from this fund, Novartis has already financed more than 80 specific projects in 60 different countries. The third topic Actares is mentioning is antibiotic resistance and would like to know how Novartis sees the ever-spreading antibiotic resistance and what the company is doing to mitigate these risks.

Let me state at this point that Novartis considers antibiotic resistance a major threat for global health and does everything it can to assume a leading role in fighting antibiotic resistance. Antibiotic resistances are a natural phenomenon, which means that it will not be possible to completely control them. There are many practical ways of slowing down the development of resistances and to minimize negative consequences. The success will very much depend on the coordination of cooperation between the different players. We believe that Novartis has the strength we can use. We are pursuing a number of different interdisciplinary initiatives. We're also a co-founder of the AMR Action Fund. This is a partnership between pharmaceutical companies, philanthropic organizations, development banks, and multilateral organizations, and is geared at developing and accelerating the development of antibiotics and to provide two to four new antibiotics by the year 2030.

We now move on to the next questions. The Independent Proxy, Peter Andreas Zahn, informed me that Mr. Sulzer, a long-term shareholder of Novartis, has given him questions on compliance. Mr. Zahn, could I ask you to present Mr. Sulzer's questions?

Peter Andreas Zahn
Independent Proxy, Novartis

Thank you, Dr. Reinhardt. In his letter, Mr. André Sulzer expressed his disappointment with the high fines. In excess of $1 billion, Novartis had to pay for cases of corruption and bribery in the United States of America. He also referred to a pending case in France. In his view, this case might cost Novartis another EUR 200 million. Mr. Sulzer is of the opinion that the Board of Directors has neglected its oversight duties and has clearly failed. Mr. Sulzer asks you to take note that this money is now missing the company and the shareholders. He stated that he would have personally welcomed if you, as a token of your responsibility, had renounced on part of your compensation and had drawn consequences for the benefit of the company. Mr. Sulzer asked the following two questions.

First, how is it possible and why has the Board of Directors neglected its oversight duties in such a blatant manner? Second, what lessons is the Board of Directors learning in order to prevent such regrettable events.

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

Thank you, Mr. Zahn, and I would also like to thank Mr. Sulzer for his statement. Let me first of all say that I and the entire Board of Directors and all our associates highly regret the high fines that we had to pay. We have high standards in our company, and we always want to act responsibly and do the right thing. The fines that we paid in the U.S. were paid to settle protracted investigations in cases in which the reproaches Novartis was faced with date back years.

Settling these cases, we got a clean slate again, which from the point of view of the company and our shareholders, we consider a reasonable solution. With regard to the situation in France, I would assume that Mr. Sulzer is referring to the antitrust case regarding Lucentis and Avastin. Let me mention that this is a pending case, and Novartis is denying the accusations. I myself am aware, just as much as the Board of Directors, how important ethically correct behavior is in our business. Please bear in mind that given the size of our organization, with more than 110,000 associates worldwide, you can never exclude individual cases of misbehavior, misconduct. We're going to great lengths to make sure that our ethics and compliance program systematically secures effective prevention and correct behavior.

As of the 1st of September 2020, we set up the code of ethics at Novartis that applies to all associates around the world and is binding for them. It was worked out with far-reaching cooperation from our associates and based on the latest findings from behavioral psychology. It provides aids for decision-making in difficult cases, and more than 98% of our associates around the world have conducted training in the field of the code of ethics. I would now like to ask Mr. Narasimhan to add a few things.

Vas Narasimhan
CEO, Novartis

[Non-English content] Reinhardt. I'd like to emphasize that ethical business conduct is something we've worked to integrate at the heart of Novartis. Our purpose is to reimagine medicine to improve and extend lives. Our core values are inspired, curious, unbossed, and integrity. As I share often with our associates, we believe it is never acceptable to sacrifice ethics in the interest of reaching financial or other targets. We are continuing to invest in our global ethics and compliance programs, and we devote substantial time and resources in our efforts to ensure that Novartis business is conducted in a manner that not only meets legal standards, but that also meets ethical expectations. Let me share a couple of additional points that demonstrate our efforts in this critically important area. We're continuing to revolve our enterprise risk management process.

This process includes risk workshops with the leadership teams of many Novartis units at global and country levels. These discussions enable us to gain a holistic and integrated view of relevant risks, including compliance risks, across the entire Novartis enterprise. In 2020, a central independent worldwide compliance monitoring team was established, conducting reviews and proactively identifying areas for improvement. Over the last couple of years, we've consistently and considerably expanded the size of our ethics, risk, and compliance function, which today comprises over 500 associates worldwide. Our SpeakUp Office continues to provide a safe place for associates to raise concerns about potential misconduct while being protected against retaliation. We continue to invest in our third-party risk management program. We're not just looking at our own organization, but aiming to ensure that the suppliers and service providers we work with adhere to ethical business standards.

In 2020, for example, we continued to integrate human rights due diligence into our third-party risk management program. As you can see, we're doing a lot at Novartis to prevent misconduct and ensure that we're conducting our business legally and ethically, which we all know is so important to strengthen our reputation and importantly, build trust with society.

Peter Andreas Zahn
Independent Proxy, Novartis

The final question on item one is from Mrs. Pauline Lecoursonnois from Federated Hermes. She stated on behalf of the institutional investor that she represents that account for 1.2% of the share capital. First of all, Mrs. Lecoursonnois expresses her enthusiasm about the strategy that was presented by Novartis in 2018 was doing well. Secondly, with regard to the resilience of the company in the current crisis. Since she touches upon three subject matters that she considers to be key to long-term success of Novartis: efficiency of the Board of Directors, independence and quality of the auditors, and biodiversity.

As regards the Board of Directors and the auditors, she also refers to an earlier exchange between Hermes and Novartis, and welcomes the Board of Directors' willingness to introduce further improvement, such as the introduction of a term limit of 12 years for members of the Board of Directors, the creation of the role of the lead independent director, and a fully independent audit and compliance committee. It is expected that the process of renewing the Board of Directors will lead to further improvement of diversity, including gender-specific and ethnic diversity. Mrs. Lecoursonnois reminded of the fact that at last year's AGM, people demanded a rotation of the auditors, and she said she was pleased to see that there was a request for proposal and that the intention is to replace PwC at the 2022 AGM and to propose KPMG as its successor.

She thanks the audit and compliance committee for this. In conclusion, she draws attention to the matter of biodiversity. The loss of biodiversity was advancing at unheard-of speed. Up to 1 billion of species are in danger of becoming extinct. In 2020, the World Economic Forum, for the first time ever, counted the loss of biodiversity among the five major risks in the world. Hermes wishes for Novartis to contribute to worldwide efforts to reverse the loss of biodiversity by 2030. Now, with regard to this final point, two questions were put. The first question is: Has the Board of Directors taken into account the risks related to the impact of the company on nature and its dependence on it? Well, the brief answer is yes.

In 2020, the Board of Directors and the executive committee have identified a significant loss of biodiversity as a strategic risk in the field of environment. Natural ecosystem is an important source for drugs, this is why biodiversity needs to be taken into account in the risk management program that the Board of Directors regularly reviews. Novartis is going through another materiality assessment currently, taking into account a number of external stakeholders, and creating a basis for our priorities, reviewing our priorities in the environmental field. Matters of ecological sustainability, including the loss of biodiversity, are part of this debate and will be taken into account when the materiality assessment is completed. Regarding the second question, let me move on in English.

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

I would like to invite Mr. Narasimhan to answer the second question from Hermes, namely, to accompany the 2030 carbon neutrality goal, when will Novartis commit to a net positive impact on biodiversity across the full value chain? Vas, please.

Vas Narasimhan
CEO, Novartis

[Non-English content] Reinhardt. Our attention is focused right now on mobilizing a comprehensive environmental sustainability strategy to deliver on our ambitious carbon neutrality, plastic neutrality, and water sustainability targets by 2030. With the establishment of a global environmental sustainability office and the appointment of a chief sustainability officer, we believe we are putting in place the infrastructure, processes, and systems to coordinate the delivery of these targets across the entire Novartis business, including working in partnership with our suppliers across the value chain. We will ensure that we are organized and equipped to deliver our current commitments before we extend those commitments to include net positive impact on areas like biodiversity across the full value chain. We're going to review our position regarding our climate commitments regularly to ensure we are setting credible, ambitious targets for our business, which will help protect the natural world.

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

Thank you, Vas. Let's now proceed to the results of the vote. The Board of Directors proposed approval of the operating and financial review of Novartis AG, the financial statements of Novartis AG, and the group consolidated financial statements for the 2020 financial year. I herewith note that the board's proposal has been approved. This brings us to item two, discharge from liability of the members of the Board of Directors and the executive committee. The Board of Directors has proposed to discharge its members and the members of the executive committee for the 2020 financial year. On item two, we have not received any statements or questions or comments in the run-up to the AGM. Let's move on to the results of the vote.

No one involved in the management of the business in any way has participated in this vote, and I note that the board's proposal has been approved. This brings us on to item three, appropriation of available earnings of Novartis AG as per balance sheet and declaration of dividend for 2020. You will find a detailed report on the course of business in our annual report. We have provided additional information under item one, appropriation of available earnings as proposed by the Board of Directors. It can be found in the invitation to the AGM and on page A11 of the annual report. The board has proposed an increase in the dividend by CHF 0.05 to CHF 3 per entitled share. Should this proposal be approved, the dividend would be paid out from March the 8th, 2021.

In the run-up to the AGM, we have received a question from Mrs. Dubois Sansu on item three. Mrs. Sansu emphasizes in her letter that Switzerland was severely hit by the COVID-19 pandemic, and she mentions that she finds it inappropriate for Novartis to pay a dividend if Novartis had received state support. She also mentions that out of solidarity, she has decided to donate her dividend and that she was calling upon directors and other shareholders to do the same. Her question is as to whether Novartis has introduced short-time work related to the pandemic or received relief money from the state. Mr. Narasimhan, could you answer that question, please?

Vas Narasimhan
CEO, Novartis

Let me first mention that I share Ms. Sansu's concern for all of those who are suffering hardship as a consequence of the COVID-19 pandemic. I would like to commend her for her personal decision to donate her dividends to charity. Our Chairman and I have already summarized the many efforts that Novartis and our associates are undertaking to cope with and ultimately overcome the pandemic. In response to your question, I'm proud to let you know that Novartis took the decision not to apply for any government aid, even where we would qualify under the pandemic response plans and related economic measures of various countries. Furthermore, Novartis did not make any COVID-19 related dismissals in 2020 or put workers on reduced hours. We've offered our workforce a broad range of support measures throughout the pandemic.

We've announced a new global policy to give office-based associates more flexibility to choose how, where, and when they work. We took additional measures to support our associates and their families as they adapted to new and often very difficult conditions, such as working remotely, educating children at home, and caring for loved ones. We provided additional paid leave and enhanced childcare support for associates in critical roles who needed to be on-site because they work in our research labs or in our manufacturing facilities.

Joerg Reinhardt
Chairman of the Board of Directors, Novartis

We have not received any further questions on item three. This brings us on to the results of the vote, and I herewith note that the Board's proposal has been approved.

We now move on to item four, reduction of share capital. Item four proposes the cancellation of the shares repurchased in 2020 under the eighth share repurchase program, as well as the reduction of share capital. PricewaterhouseCoopers AG has confirmed in a special report prepared for the annual general meeting that from today's perspective, the claims of creditors remain fully covered even after the proposed reduction in share capital. The board of director proposes to state, in accordance with the special report of PricewaterhouseCoopers, that from today's perspective, the claims of creditors are fully covered even after the proposed reduction of share capital to reduce the share capital by CHF 16,320,000 from CHF 1,233,530,460 to CHF 1,217,210,460 through cancellation of 32,640,000 own shares repurchased in 2020.

The Board further proposes to amend Article 4, Paragraph 1 of the Articles of Incorporation to read as follows: "The share capital of the company is CHF 1,217,210,460, fully paid in and divided into 2,434,420,920 registered shares. Each share has a nominal value of CHF 0.50." Prior to the Annual General Meeting, no questions have been submitted on item four, which brings us to the result. I note that the Board's proposal have been approved. We now move on to item five, further share repurchases. The AGM has just approved the cancellation of own shares repurchased in 2020. Novartis AG is using the available capital to finance internal growth, organic growth, to issue an appealing dividend, and to use the capital for acquisitions or the repurchase of shares.

Share buyback programs make it possible for the Board of Directors to pay capital back to shareholders. The Board of Directors proposes that shareholders authorize the Board of Directors to repurchase shares as deemed appropriate from time to time, up to a maximum of CHF 10 billion between the AGM 2021 and the AGM 2024. Any shares repurchased under this authority are to be canceled, and the corresponding share capital reductions will then be submitted to the shareholders for approval. The repurchased shares will therefore not fall within the scope of the 10% limit on a company's own shares pursuant to Article 659 of the Swiss Code of Obligations. While the law does not require us to ask the AGM for authorization, we want to ensure good governance and transparency.

Therefore, in line with our policy so far, we have decided to still present this motion for approval to the AGM. If the Board of Directors makes use of the authorization to buy back shares, you will be able to vote on the cancellation of the repurchased shares and on the reduction of share capital. Prior to the annual general meeting, no questions have been submitted on item five. We therefore proceed to the result of the vote. Again, I note that the proposal of the board has been approved. We move on to item six, votes on the compensation of members of the Board of Directors and the executive committee.

The Board of Directors proposes approval of a maximum aggregate amount of compensation for the Board of Directors and a maximum aggregate amount of compensation for the executive committee, covering the period from the 2021 Annual General Meeting and the 2022 Annual General Meeting. There will also be a consultative vote on the compensation report 2020. PricewaterhouseCoopers has audited Novartis compensation report and does not wish to make any additional statements in this respect. On item six, no questions have been submitted prior to the annual general meeting. We therefore proceed to the voting results with regard to compensation of the Board of Directors. The Board of Directors proposes approval of a maximum aggregate amount of compensation for the Board of Directors of CHF 8,600,000, covering the period from the 2021 Annual General Meeting to the 2022 Annual General Meeting. I note that the Board's proposal has been approved.

Let's move on to the result of the vote on the compensation of the Executive Committee. The Board of Directors proposes approval of a maximum aggregate amount of compensation for the Executive Committee of CHF 91 million to be paid, promised, or granted during or in respect of the financial year 2022. I note that the Board's proposal has been approved. We now move on to the voting result on the compensation report. The Board of Directors proposes endorsement of the 2020 compensation report in this non-binding advisory vote. Again, I note that the Board's proposal has been approved. Let me now move on to item seven, re-elections of the Chairman and the Members of the Board of Directors. At this stage, I would like to express my gratitude on behalf of the entire company to Professor Srikant Datar, who has decided not to stand for re-election again.

Professor Datar joined the Novartis Board of Directors in 2003. Ever since his election, he made valuable contributions to the company and supported Novartis in developing its policies with regard to managing governance, finance, and risk matters. For many years, he was a member of the Audit and Compliance Committee, which he chaired between 2009 and 2016. He was also a member of the Compensation Committee and the Risk Committee, which he chaired from 2017 to 2020. Not least on behalf of our shareholders, I would like to thank Professor Datar for his intensive commitment and for his valuable contributions to the company over many, many years, and we wish him all the best for the future. Prior to the annual general meeting, no questions have been submitted on item seven. We therefore proceed to the election results.

The Board of Directors proposes my re-election as member and chairman of the Board of Directors and the re-election of the remaining 12 members of the Board of Directors, each until the end of the next annual general meeting. I note that the proposals by the board have all been approved. I would like to congratulate everyone elected and wish you all the best. We now move on to item eight, re-elections to the Compensation Committee, election of a new member to the Compensation Committee.

The Board of Directors proposes the re-election of Patrice Bula, Bridgette Heller, Enrico Vanni, and William Winters, as well as the election of Simon Moroney as members of the Compensation Committee, each until the end of the next annual general meeting. The Board of Directors intends to designate Simon Moroney as Chairman of the Compensation Committee, subject to his election as a member of the Compensation Committee. I would like to express my gratitude to Enrico Vanni for his many years of service as Chairman of the Compensation Committee. No questions have been submitted on item eight prior to the annual general meeting, and we, therefore, proceed to the election results. I note that all proposals by the board have been approved. I would like to congratulate everyone on their election or re-election. This brings us to item nine, re-election of the auditors.

Based on Article 28 of the Articles of Incorporation, we need to elect the auditors annually. Based on the results of this procedure, the Board of Directors intends to propose to the AGM in 2022 election of KPMG as statutory auditors for the 2022 financial year. For the annual general meeting today, the Board of Directors, however, proposes or has proposed re-election of PricewaterhouseCoopers as auditors of the financial year beginning on the 1st of January 2021, and PricewaterhouseCoopers is standing for re-election. We have not received any questions on item nine in the run-up to the AGM. Let's proceed to the results of the vote. I herewith note that PricewaterhouseCoopers AG have been re-elected. Moving on to item 10, re-election of the independent proxy.

The Board of Directors has proposed re-election of Mr. Peter Andreas Zahn, attorney at law of Basel, as Independent Proxy until the end of the next annual general meeting. We have not received any comments or questions on item 10 in the run-up to the AGM. Let's proceed to the results of the vote. I note that Mr. Peter Andreas Zahn has been re-elected. This brings us on to item 11, amendment to Article 20, Paragraph 3 of the Articles of Incorporation. The Board of Directors proposes to introduce a term limit of 12 years for members of the Board of Directors, replacing the current age limit of 70 years. Under this new rule, the Board of Directors may still, under special circumstances and if deemed in the best interest of the company, recommend exceptions to the term limit to the general meeting of shareholders.

The proposed amendment supports our commitment to refresh the board on an ongoing basis and will apply to all future re-elections. It also follows international best practice, which increasingly asks for an overall tenure of no more than 12 years. Accordingly, the Board of Directors has proposed to replace Article 20, Paragraph 3 of the Articles of Incorporation of Novartis AG with the following new wording. "A member shall not serve on the board for more than 12 years. The Board of Directors may, under certain circumstances and if deemed in the best interests of the company, recommend exceptions to this rule to the general meeting of shareholders." In the run-up to the AGM, we have not received any questions or comments on this item. Let's proceed to the results of the vote. I note that the board's proposal has been approved.

We have completed all the items on the agenda and coming to the end, the conclusion of the annual general meeting today. I would like to thank you for the trust you have expressed by your votes and elections. We are planning to hold the next annual general meeting on March the 1st, 2022. I do hope that I will be able to welcome you under normal circumstances. I herewith formally close the annual general meeting today.