NESTLE MAGGI BAN:CRISIS

MANAGEMENT
SUBMITTED BY- ASHIF NAWAJ KHAN SUBMITTED TO-
ANURAG PANDEY ANJALI PANDEY MR. ARUN DAS
ANURAG SINGH ANURADHA SINGH
ANKITA JAISWAL ANKIT
ANMOL SRIVASTAVA
ANKITA RASTOGI
ARADHANA YADAV
ARPIT PANDEY
Corporate Governance
Our Board of Directors is highly engaged in our long-term, sustainable value creation based on
strong principles of governance and an appropriate tone from the top. It ensures the long-term
health of our company so it can continue to deliver dependable value over time. We invest in
our future as others have done for us in the past.

In 2017, our Board of Directors facilitated the transition to a new Chairman and CEO. At the
same time, it rearticulated the company’s purpose and values to confirm our mission and basic
values in times of change. Nestlé’s purpose remains enhancing quality of life and contributing
to a healthier future. Culture changes, values stay.

The Board also reconfirmed Nestlé’s value creation model delivering both top and bottom line
growth, as well as capital efficiency to drive continuous long-term shareholder value creation. It
stated our commitments to margin expansion, streamlining the portfolio and a prudent
approach toward capital allocation and M&A. It approved a share buyback programme of up to
CHF 20 billion subject to strategic opportunities.
Our Board’s recent actions to create sustained value also included adding four new
independent directors in the past three years; expanding the mission of our Nomination and
Sustainability Committee and strengthening risk oversight by our Audit Committee.
Intense engagement with our shareholders and other stakeholders allowed us to take into
account their views through our Chairman’s Roundtables, roadshows, investor meetings,
analyst and engagement calls, as well as stakeholder convenings.

Our Chairman’s and Corporate Governance Committee liaises between the Chairman and
the full Board and provides advice to the Chairman and CEO. It regularly reviews all aspects
of our governance, as well as the company’s asset and liability management.

Our Nomination and Sustainability Committee puts a strong focus on Board composition,
structure and succession planning. It evaluates candidates for nomination to the Board in the
coming years. It reviews all aspects of our environmental and social sustainability. It is chaired
by our Lead Independent Director.
Our Compensation Committee sets our remuneration principles and submits the proposals for
remuneration of the Board and the Executive Board to the Board and the AGM. It ensures the
alignment of our values, strategies and performance management. Our compensation budgets
and our compensation report are submitted to annual votes by our shareholders.

Our Audit Committee oversees internal and external audit, financial reporting, compliance and
risk management. In 2017, our internal audit function was strengthened, and our risk and
compliance reporting was enhanced.

We further integrated our public reporting on our financial and non-financial performance by
including the highlights from our Nestlé in society report in our Annual Review. We recognize
that for our company to be successful over time and create sustainable value for shareholders,
we must also create value for society, i.e. ‘Create Shared Value’.
CODE OF CONDUCT
• The nestle code of business conduct alongwith additional guidelines
has been adopted by the Board of Directors of Nestle India Limited.
• Code of conduct Prevails under Companies Act,2013, Rules framed
thereunder and the SEBI Regulations,2015.
• The nature of Code is not meant to cover all possible situations that
may occur. It is designed to provide a framrwork of refrence against
which to measure any activities.
SECTION:-
• Compliance with Laws, rules and regulations
• Conflicts of Interest
• Corporate Opportunities
• Outside Directorships and Other Outside Activities
• Families and Relatives
• Antitrust and Fair Dealing
• Confidential Information
• Fraud,Protection of Company Assets, Accounting
• Bribery and Corruption