Corporate Governance

Lonza is fully committed to good corporate governance. The Lonza principles and rules are laid down in the company's Articles of Association and the Regulations Governing Internal Organization and Board Committees.

Auditors

The external statutory auditor is elected at the Annual General Meeting (AGM) for a term of one year.

Deloitte AG, Pfingstweidstrasse 11, 8005, Zurich, Switzerland, was elected as external statutory auditor of Lonza Group Ltd at the AGM held on 5 May 2023 for the financial year 2024. At the AGM held on 8 May 2024, Deloitte AG has been re-elected as external statutory auditor for the financial year 2025. Fabien Lussu from Deloitte AG has been nominated as lead auditor for the financial year 2024. Lonza’s Audit and Compliance Committee ensures that the lead auditor is rotated at least every seven years.

Capital Structure

Please refer to Lonza’s Articles of Association for more details on:

Share capital
Capital band
Conditional capital
Changes in capital
Shares and participation certificates
Profit-sharing certificates
Limitations on transfer-ability and nominee registrations
Convertible bonds
Options

Changes of Control and Defense Measures

Duty to Make an Offer

According to the Swiss Federal Act on Financial Infrastructures and Market Conduct in Securities and Derivatives Trading (Financial Market Infrastructure Act, FMIA), an investor who acquires more than 33⅓% of all voting rights (directly, indirectly or in concert with third parties) whether they are exercisable or not, is required to submit a takeover offer for all shares outstanding. No special opting-out or opting-up dispositions are contained in the Lonza Articles of Association.