Novartis AG (SWX:NOVN)
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Apr 28, 2026, 5:30 PM CET
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AGM 2021

Mar 2, 2021

Speaker 1

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 corona pandemic, this Annual General Meeting is taking place in digital form and without shareholders being present based on the COVID-nineteen 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.

However, we very much regret this situation very much because 2021 marks the 25th anniversary of Novartis' existence. An Annual General Meeting in the Saint Jacob 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 but have elapsed. However, 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 Ziba Gaige. Together with me on stage, we have Mr. Vas Narasimhan, our Chief Executive Officer Mrs.

Charlotte Palmer, Secretary to the Board and Peter Andreas Saan, 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 Palmer, secretary to the Board, as keeper of the minutes, and I decide that Mrs. Palmer at today's Annual General Meeting will also act as the teller.

The Annual General Meeting was duly convened by publication in the Swiss Commercial Gazette Edition No. 23 on the 3rd February 2021, which included the complete agenda. Furthermore, according to Article 27 of the COVID 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. And 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. Palmer 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, 1,475,000,000,000 and 50,947 shares, which is equivalent to 59.79 percent of the 2,467,600 and 20 issued shares.

Thank you very much, Mrs. Palmer. 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 asked to form and in line with COVID-nineteen 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 1, 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 a brief 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 wish nothing to add 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. 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-nineteen, 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.

Speaker 2

As we look back on the past year, a year that has shaken the very foundations of society and impacted health care 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 70,000,000,000 doses of medicine To over 750,000,000 patients who rely on them around the world. When it comes to responding to COVID-nineteen, 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, and that approach will remain after the pandemic.

We also transform 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 And we're using new digital solutions and taking a multichannel approach to engage with patients and health care providers. The broader global pandemic response is by far the largest and fastest mobilization of global scientific capabilities Against the 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. And earlier this year, we announced plans to 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 and D efforts to develop pan coronavirus treatments, we will keep doing our part. As you know from our annual results, Novartis delivered solid financial performance last year despite the widespread disruptions to health care systems and societies, our net sales grew 3%, our core operating income grew 13% 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. 3 years ago, alongside 5 strategic priorities, We set out to focus our company and our capital, accelerate certain geographies and strengthen our core therapeutic areas, And 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 5 strategic priorities. We delivered transformative innovation last Novartis had several important approvals and launches across pharmaceuticals and oncology, including the approval of Kasympa and TABRECTA in the U.

S. As well as Lefebo 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 7 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-one 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 3 years. Cosentyx and Entresto continue to drive top line growth, delivering US6.5 billion dollars in sales in 2020. And 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, and 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 part of the company and resolving legacy litigations from decades prior.

We've enhanced our climate commitment, aiming to reach full carbon neutrality by 2,030. And we introduced the health care industry's first ever sustainability linked bond Tied to access to medicines. We are emerging as a leader in environmental, social and governance 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.

Speaker 1

Now as for item 1, prior to the AGM, a number of questions have been submitted to the Board. The first input comes from Mr. Rolf Kurat, who represents Aktares. In his letter, Mr. Kurat is explaining 3 phenomena, which he deems highly relevant for Novartis, global warming, the COVID-nineteen 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, Actharis is acknowledging the ambitious targets Novartis have, the ambitious targets to strengthen resources, the efficiency of resources and the reduction of greenhouse However, Actharis would welcome it if Novartis involved shareholders even more at the Annual General Meeting. Octares thus tables the question whether Novartis would be willing as of the Annual 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 counter proposal 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 code of obligations. As regards 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 964, quarter of the Swiss Code of Publication, 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 Actores acknowledges our contribution to fighting the pandemic. Mr.

Kurat 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-nineteen and what importance these activities will have for Novartis. Now as regards our fight against COVID-nineteen, 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-nineteen.

I would still like to mention the most important programs again and blissfully 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 5 different areas. In addition to supporting our members of staff, which I'm going to talk about again under item 3, our efforts to slow the pandemic also include drug approval programs, clinical studies, price commitments, cooperations with partners as well as financial aids for communities in distress. Amongst other things, we have started 3 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 2 other studies delivered negative results, but made an important contribution to the scientific understanding of COVID-nineteen. Furthermore, We cooperate with the Swiss Biotech company, Molecular Partners, in developing and producing innovative therapy approaches for possible use against COVID-nineteen. Novartis is also very committed in cooperation. Novartis is a member of 2 important research initiatives: number 1, the COVID-nineteen therapeutics accelerator coordinated by the Bill and Melinda Gates Foundation, Welcome and Master And number 2, a partnership to fight COVID-nineteen 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 in Berkeley. Also, we have installed a COVID-nineteen response fund up to US40 $1,000,000 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 3rd topic Actharis 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. However, there are many practical ways of slowing down the development of resistances and to minimize negative consequences. However, 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 2 to 4 new antibiotics by the year 2,030. We now move on to the next questions. The independent proxy, Peter Andreas Saan, informed me that Mr. Sulser, a long term shareholder of Barthes has given him questions on compliance.

Mr. Tsang, could I ask you to present Mr. Sulzer's questions?

Speaker 3

Thank you, Doctor. Reinhart. In his letter, Mr. Andre Solser expressed his disappointment with the high fines. In excess of $1,000,000,000 Novartis had to pay for cases of corruption and bribery in the United States of America.

And he also referred to a pending case in France. In his view, this case might cost Novartis another €200,000,000 Mr. Sulser is of the opinion that the Board of Directors has neglected its oversight duties and has clearly failed. Mr. Sulser asks you to take note that this money is now missing the company and The shareholders.

And 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. Soultzer asked the following two questions. 1st, how is it possible And why is the Board of Directors has the Board of Directors neglected its oversight duties in such a blatant manner? 2nd, what lessons is the Board of Directors learning in order to prevent such regrettable events?

Thank you, Mr. Zahn, and I would also like to thank Mr. Sulser for his statement. Let me first of all say that I and the entire Board of Directors and all our associates I hardly 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 And Mr.

Sulser is referring to the antitrust case regarding Lucentis and Novastin. 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, but we are going to great lengths to make sure that our ethics and compliance program systematically secures effective prevention and correct behavior. As of the 1st 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 80 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.

Speaker 2

Gelandank, hei Reinhart. I'd like to emphasize that ethical business conduct is something we're work we've worked to integrate at the heart of Novartis. Our purpose is to reimagine medicine to improve and extend lives. And 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 the 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 speak up office continues to provide a safe place for associates to raise concerns about potential management a potential misconduct while being protected against retaliation. And we continue to invest in our 3rd party risk management program. So 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 3rd party risk management program.

So 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.

Speaker 3

Well, the final a question on item 1 is from Mrs. Polly LeCussoy from Federated Hammers. She stated on behalf of the institutional investor that she represents that account for 1.2% of the share capital. First of all, Mrs. Lecourcenois expresses her enthusiasm about the strategy that was presented by Novartis in 2018, it was doing well.

And Secondly, with regard to the resilience of the company in the current crisis, since she touches upon 3 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, 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. Le Cusseunnois reminded of the fact that at last year's AGM, people demanded 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. And in conclusion, she draws attention to the matter of biodiversity. The loss of biodiversity was advancing at unheard of speed. Up to 1,000,000,000 these are in danger of becoming extinct.

And in 2020, the World Economic Forum, for the first time ever, counted the loss of biodiversity among the 5 major risks in the world. Hermes wishes for Novartis to contribute to worldwide efforts In reversing to reverse the loss of biodiversity by 2,030. Now with regard to this final point, two questions well 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, and 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 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.

Speaker 1

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. Fast, please.

Speaker 2

Billendank, Reinhard. 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 2,030. 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 Jane, 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.

Speaker 3

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 Novartisage, the financial statements of I hear with note that the board's proposal has been approved. This brings us to item 2, discharge from liability to the members of the Board of Directors and the Executive Committee. The Board of Directors has propose to discharge its members and the members of the executive committee for the 2020 financial year.

On item 2, we have not received any statements or questions or comments in the run up to the AGM. Let's move on to the result of the vote. No one involved in the management 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 3, appropriation of available earnings of Novartis Argaeus the balance sheet and declaration of dividend for 2020. You will find a detailed report on the course of business in our annual report, and we have provided additional information under item 1, available appropriation of available earnings as proposed by the Board this 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 5 to CHF 3 per entitled share. Should this proposal be approved, the dividend would be paid out from March 8, 2021. In the run up to the AGM, we have received a question From Mrs. Debois Sansou on item 3. Mrs.

Sansou emphasizes in her letter that Switzerland was severely hit by the COVID-nineteen pandemic, and she mentions that she finds it inappropriate for Novartis to pay a dividend if Novartis had received state support. And 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. Narasimam, could you answer that question, please?

Speaker 2

Mr. Langdonk, Reinhard. Let me first mention that I share Ms. Sung Soo's concern for all of those who are suffering hardship as a 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-nineteen related dismissals in 2020 or put workers on reduced 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. And 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.

Speaker 3

We have not received any further questions in item 3. This brings us on to the results of the vote, and I hear with note that the board's proposal has been approved.

Speaker 1

We now move on to Item 4, reduction of share capital. Item 4 proposes the cancellation of the shares repurchased in 2020 under the 8th 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 Directors 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 1,233,460,460 to CHF 1,200 and CHF17,210,460 through cancellation of 32,640,000 own shares repurchased in 2020.

And the board further proposes to amend Article 4, paragraph 1 of the articles of operation to read as follows. The share capital of the company is CHF 1,217,210 CHF1460 fully paid in and divided into CHF2,434,420,900 and you register shares, each share has a nominal value of PLN 50. Prior to the Annual General Meeting, no questions have been submitted on item 4, which brings us to the result. I note that the Board's proposals have been approved. We now move on to item 5, 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 to repurchase shares as deemed appropriate from time to time up to a maximum of CHF 10,000,000,000 between the AGM 2021 and the AGM 2024. Any shares repurchased under this authority are to be canceled, and the corresponding share capital will then be submitted to the shareholders for approval. The repurchased shares will therefore not fall within the scope of 10% of the 10% limit on a company's own shares pursuant to Article 6 Type 9 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, and 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 5. 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 6, 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 the 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. BrasewaterhouseCoopers has audited Novartis' compensation report and does not wish to make any additional statements in this respect.

On item 6, 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 the 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 91,000,000 to be paid, promised or granted during or in respect of financial year 2022. I note that the board's proposal has been approved. And 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 nonbinding advisory vote. Again, I note that the Board's proposal has been approved.

Let me now move on to item 7, reelections 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 Srikanth Datta, who has decided not to stand for reelection again. Professor Datta 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 2,009 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 Datta 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 7. We therefore proceed to the election results. The Board of Directors proposes my reelection as a member and Chairman of the Board of Directors and the reelection 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 8, reelections to the compensation committee, election of a new member to the compensation committee. The Board of Directors proposes the this proposes the reelection of Patrice Bullard, Richard Heller, Enrico Varney and William Winters as well as the election of Simon Maroney as members of the compensation committee, each until the end of the next Annual General Meeting. The Board of Directors intends to designate Simon Maroney 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 Vani for his many years of service as Chairman of No questions have been submitted on item 8 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 reelection.

Speaker 3

This brings us to item 9, reelection of the auditors. Based on Article 28 of the articles of incorporation, we need to elect the auditors annually. As we stated in our 2020 annual report, our Audit and Compliance Committee conducted a request for proposals procedure. And 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 For the Annual General Meeting today, the Board of Directors, however, proposes or has proposed reelection of PricewaterhouseCoopers as auditors of the financial year beginning on the 1st January 2021 and PricewaterhouseCoopers is standing for reelection, we have not received any questions on item 9 in the run up to the AGM. Let's proceed to the results of the vote.

I hear with note that PricewaterhouseCoopers AG have been reelected. Moving on to item 10, reelection of the independent proxy. The Board of Directors has proposed reelection of Mr. Peter Andreas is an 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 reelected. This brings us on to Item 11, amendment 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 interests 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 reelections. 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 interest 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, so let's proceed to the results of the note. 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 1, 2022, and I do hope that I will be able to welcome you under normal circumstances.

Herewith formally close the Annual General Meeting today.

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