Novartis International AG : Shareholders approve all resolutions proposed by Novartis Board of Directors - Dr. Joerg Reinhardt
Novartis International AG : Shareholders approve all resolutions proposed by
Novartis Board of Directors - Dr. Joerg Reinhardt to succeed as Chairman
following transition period
Novartis International AG / Shareholders approve all resolutions proposed by
Novartis Board of Directors - Dr. Joerg Reinhardt to succeed as Chairman
following transition period . Processed and transmitted by Thomson Reuters
ONE. The issuer is solely responsible for the content of this announcement.
* Shareholders approve 16^th consecutive dividend increase to CHF 2.30 (+2%)
per share for 2012, representing a payout of approximately 65% of net
income from continuing operations
* New compensation system in line with current best practices, approved in
consultative vote, creating strong alignment with shareholder interests
and allowing them to better evaluate performance relative to objectives of
the CEO and members of the Executive Committee
* Dr. Joerg Reinhardt elected as new member of the Novartis Board of
Directors as of August 1, 2013 until the AGM in 2016; to assume Board
Chairmanship August 1, 2013; current Vice Chairman Prof. Dr. Ulrich Lehner
to serve as ad-interim Chairman
* Drs. Verena Briner and Charles Sawyers and Mr. William Winters elected to
the Novartis Board of Directors for three-year terms
* Novartis Board of Directors reaffirms commitment to strengthen efforts
around transparency
Basel, February 22, 2013 - The majority of Novartis shareholders today
followed the Board of Directors' recommendations for all proposed resolutions
at the Group's Annual General Meeting. A total of 2688 shareholders were
present at the meeting held in Basel, representing approximately 1.66 billion
shares or 61.5% of the almost 2.71 billion issued shares of Novartis.
Shareholders approved the sixteenth consecutive dividend increase per share
since the creation of Novartis in 1996, with an increase of 2% to CHF 2.30 for
2012. The dividend payment of CHF 2.30 per share for 2012 compared to CHF 2.25
in 2011, represents a payout ratio of approximately 65% of net income from
continuing operations. Payment for the 2012 dividend will be made with effect
from March 1, 2013.
Shareholders elected Dr. Joerg Reinhardt to the Novartis Board of Directors
effective August 1, 2013 for a three year term. Dr. Reinhardt is designated to
become Chairman of the Board. During the transition period, current
Vice-Chairman Prof. Dr. Ulrich Lehner will lead the Board on an ad interim
basis. The Novartis Board of Directors wishes to thank Dr. Daniel Vasella for
his services and dedication to Novartis for the last 25 years and for leading
the company as either CEO or Chairman of the Board of Directors over the last
17 years transforming the business portfolio to focus on healthcare, building
a world-leading research organization, strong leadership team, and a
reputation that is among the best in the industry and beyond. In honor of his
accomplishments, the Board has further decided to elect Dr. Vasella as
Honorary Chairman of the Board.
"It is with great regret that the Novartis Board of Directors acknowledges the
departure of Dr. Vasella from the Board -- Novartis is thus losing a unique
forward thinker of the industry and an extraordinarily successful business
leader. There could not be more impressive proof of the sustainability of Dr.
Vasella's corporate strategy than that we were able to increase the dividend
sixteen times in succession regardless of economic and regulatory challenges,"
said Dr. Ulrich Lehner, Vice-Chairman and Chairman ad-interim for Novartis.
"While the Board and Dr. Vasella agreed to cancel the proposed non-compete
agreement and to forgo all compensation linked to it, we are happy in the
knowledge that Dr. Vasella will remain committed to the company that he has
shaped like no other for the next few years. We are committed to addressing
the needs of our shareholders and stakeholders, and will further strengthen
our efforts to provide full transparency whenever possible, as demonstrated by
the changes to our compensation system."
"Since Novartis was created in 1996 it has persistently honed in on the
markets and technologies that hold sustainable growth potential. Our ability
to consistently introduce new and more effective, or more cost-effective,
drugs is strategically important to our business success and to carrying out
our primary mission. Research and development remain essential core
competencies when it comes to fulfilling this mission. I am confident in the
leadership of Joe Jimenez and his top team, the company's strategy with its
commitment to innovation, and the course charted to strengthen Novartis as one
of world's leading healthcare companies," said Dr. Daniel Vasella, outgoing
Chairman of Novartis. "After 25 years with the company, the time is right for
me to ensure a smooth transition. Dr. Joerg Reinhardt is a very experienced
healthcare executive with deep knowledge of the company and the industry, and
shares a clear commitment to innovation. I wish him much success in this new
role."
During the Annual General Meeting, Novartis CEO Joseph Jimenez renewed the
company's commitment to its strategy and strategic priorities. "When Dr.
Vasella became CEO of Novartis, he reinforced that patients should be at the
center of all we do, and he focused on research and development leading to
breakthrough innovations such as Glivec". Jimenez said.
Consultative vote on revisions to the compensation system
Shareholders also approved, in a consultative vote, the proposed changes of
the Novartis Board of Directors to the Novartis compensation system for the
CEO and the members of the Executive Committee, effective from January 1,
2014. Changes to the compensation system will further enhance alignment of
performance with the interests of shareholders and foster long-term value
creation. The new compensation system being a simplified structure, will allow
shareholders to better evaluate long and short-term performance relative to
objectives. Retrospective performance measures and payout percentages will be
disclosed in subsequent compensation reports. The approved revisions to the
compensation system are in line with current best practices of other leading
international companies.
Election of new members to the Novartis Board of Directors
In addition to Dr. Reinhardt, shareholders elected Dr. Verena Briner, Dr.
Charles Sawyers and Mr. William Winter to the Novartis Board of Directors for
three-year terms. Dr. Joerg Reinhardt graduated with a Ph.D. in pharmaceutical
sciences from Saarland University, Saarbruecken, Germany. He joined Sandoz
Pharma Ltd in 1982 and held positions of increasing responsibility in R&D for
the company in Switzerland. In 1994, he was named Head of Development for
Sandoz Pharma Ltd. After the merger that created Novartis in 1996, Dr.
Reinhardt became Head of Preclinical Development and Project Management for
Novartis, and assumed the position of Head of Pharmaceutical Development in
1999. From 2006 to 2008, he served as Head of the Vaccines and Diagnostics
Division. In 2008, he became Chief Operating Officer of the Novartis Group, a
position he held until January 31, 2010. From 2000 to 2010, Dr. Reinhardt also
served as Chairman of the Board of the Genomics Institute of the Novartis
Foundation in the US. Since August 15, 2010, Dr. Reinhardt has been Chairman
of the Board of Management of Bayer HealthCare AG and Chairman of the Bayer
HealthCare Executive Committee. He will step down from these positions at
Bayer prior to August 1, 2013. He is a member of the Council of the
International Federation of Pharmaceutical Manufacturers and Associations
(IFPMA). Dr. Reinhardt was born in 1956. He is a German citizen.
Dr. Verena A. Briner is Professor of Internal Medicine at the University of
Basel and Chief Medical Officer and Head of the Department of Medicine of the
Lucerne Cantonal Hospital, Switzerland. She obtained her M.D. degree at the
Medical School of the University of Basel in 1978 and completed residencies in
several Swiss hospitals as well as at the Health Sciences Center of the
University of Colorado, Denver, US. She holds a specialized degree of the
Swiss Medical Association in Internal Medicine and in Nephrology and is a
member and a past president of the Swiss Society of Internal Medicine. She has
received several prestigious scholarships and scientific grants, including the
President's Grant of the Society of General Internal Medicine in 2011. Dr.
Briner is an internationally recognized specialist in internal medicine and a
prolific researcher. She is member of several medical and ethical institutions
and commissions, including the Board of the Foundation for the Development of
Internal Medicine in Europe, the Senate and the Board of the Swiss Academy of
Medical Sciences and the sounding group of the Centre for Technology
Assessment TA-SWISS for personalized medicine. She is an honorary fellow of
the American College of Physicians, the European Federation of Internal
Medicine, the Polish Association of Internal Medicine and the Swiss Society of
General Internal Medicine. Dr. Briner was born in 1951. She is a Swiss
citizen.
Dr. Charles L. Sawyers is Chair of the Human Oncology and Pathogenesis Program
at Memorial Sloan-Kettering Cancer Center in New York, US, and Professor of
Medicine and of Cell and Developmental Biology at the Graduate School of
Medical Sciences at Weill-Cornell University, US. He is also an Investigator
of the Howard Hughes Medical Institute, Maryland, US. He obtained his M.D.
degree at the Johns Hopkins School of Medicine, completed his residency in
Internal Medicine at the University of California in San Francisco, US, and
his hematology-oncology fellowship training at the University of California in
Los Angeles, US. Dr. Sawyers is an internationally acclaimed cancer
researcher. His research has focused on characterizing signal transduction
pathway abnormalities in various cancers, including chronic myeloid leukemia
and prostate cancer, and developing molecularly targeted cancer drugs for both
diseases. In particular, he co-developed Novartis' targeted cancer drug,
Gleevec/Glivec. Prior to joining Memorial Sloan-Kettering Cancer Center in
2006, he worked at Jonsson Comprehensive Cancer Center of the University of
California, Los Angeles, US, for nearly 18 years. Dr. Sawyers has received
numerous honors and awards, including the Lasker-DeBakey Clinical Medical
Research Award, often considered America's Nobel Prize, in 2009. He is past
President of the American Society for Clinical Investigation, President-Elect
of the American Association of Cancer Research and serves on President Obama's
National Cancer Advisory Board. He is a member of the US National Academy of
Sciences and Institute of Medicine. Dr. Sawyers was born in 1959. He is a US
citizen.
William T. Winters is CEO and Chairman of Renshaw Bay, London, an alternative
asset management and advisory company founded in partnership with Mr. Johann
Rupert's Reinet Investments and Lord Jacob Rothschild's RIT Capital Partners.
He was a member of the UK Independent Commission on Banking which made its
recommendations to the Government on the structure of the UK financial
industry in September 2011. He recently completed a review which was presented
to the Court of the Bank of England in October 2012, covering the Bank's
framework for providing liquidity to the banking system as a whole. Mr.
Winters left JPMorgan in 2010, having served as the Co-CEO of the JPMorgan
Investment Bank since 2003. He had joint responsibility for the firm's global
businesses across sales, trading, research, capital raising, lending and
associated risk management. Having joined JPMorgan in 1983, he held management
roles across several market areas and in corporate finance. He moved from New
York to London in 1992. Mr. Winters received an MBA from the Wharton School at
the University of Pennsylvania and a Bachelor's degree in International
Relations from Colgate University. He is a member of the Boards of the
International Rescue Committee, Colgate University, the Young Vic Theatre and
The Print Room. Mr. Winters was born in 1961. He is a dual UK/US citizen.
Disclaimer
The foregoing release contains forward-looking statements that can be
identified by terminology such as "to succeed," "to assume," "commitment,"
"will," "effective," "strategy," "committed," "potential," "mission,"
"confident," "priorities," "would," or similar expressions, or by express or
implied discussions regarding the potential future impact on Novartis of the
matters described in this release, including matters involving the transition
to new leadership, and involving executive compensation. You should not place
undue reliance on these statements. Such forward-looking statements reflect
the current views of management regarding future events, and involve known and
unknown risks, uncertainties and other factors that may cause actual results
to be materially different from any future results, performance or
achievements expressed or implied by such statements. There can be no
guarantee as to the ultimate outcome of the matters described in this release.
In particular, management's expectations regarding these matters could be
affected by, among other things, the public reaction to these matters; the
potential impact of these matters on executive compensation at Novartis;
competition in general; the impact that the foregoing factors could have on
the values attributed to the Novartis Group's assets and liabilities as
recorded in the Group's consolidated balance sheet, and other risks and
factors referred to in Novartis AG's current Form 20-F on file with the US
Securities and Exchange Commission. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, believed, estimated
or expected. Novartis is providing the information in this press release as of
this date and does not undertake any obligation to update any forward-looking
statements contained in this press release as a result of new information,
future events or otherwise.
About Novartis
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