1、Corporate Governance ReportOverviewFinancial ReportESG DisclosuresBusiness ReportGovernance,Compensation&RiskIntegrated Annual Report 20244344 Corporate Governance framework44 ESG Governance45 Group structure and shareholders46 Capital structure47 Board of Directors53 Executive Committee56 Compensat

2、ion,shareholdings and loans57 Shareholders participation rights58 Changes of control and defense measures 59 Management of information and monitoring tools oftheBoard of Directors60 Auditors61 Information Policy61 Blackout periodsCorporate Governance frameworkSandoz is committed to an effective corp

3、orate governance framework that supports its sustainable development and ensures long-term value creation.The principles and rules behind this commitment are described in a number of corporate documents,in particular the Articles of Incorporation,the Organizational Regulations,the Code of Ethics and

4、 various internal policies:S Corporate Governance Report has been established in compliance with all relevant Swiss legal requirements regarding corporate governance,including the SIX Swiss Exchanges Directive on Information relating to Corporate Governance and the standards established in the Swiss

5、 Code of Best Practice for Corporate Governance.General Meeting of ShareholdersExecutive CommitteeExternal Auditor Approves operating and financial review,financial statements and non-financial reporting Decides on appropriation of available earnings and dividend Approves compensation of the Board o

6、f Directors and the Executive Committee Elects Board members,Board Chair and members of the Human Capital and ESG Committee Elects Independent Proxy and External Auditor Adopts and modifies the Companys Articles ofIncorporation For further details|Page 57 Responsible for the operational management o