How We Do Business
The SGS Corporate Governance framework aims to achieve an efficient allocation of resources and clear mechanisms for setting strategies and targets, in order to maximize and protect shareholder value. SGS strives to attain this goal by defining clear and efficient decision-making processes, fostering a climate of performance and accountability among managers and employees alike and aligning employees’ remuneration with the long-term interests of shareholders.
SGS SA, registered in Geneva (CH), also referred to as the ‘Company’, controls directly or indirectly all entities worldwide belonging to the SGS Group, which provides independent inspection, verification, testing, certification and quality assurance services. The shares of SGS SA are listed on the SIX Swiss Exchange and are traded on SIX Europe (Swiss Security Number: 249745; ISIN: CH0002497458). The share capital of SGS SA is CHF 7,495,032 as of 31 December 2022 and comprises 7,495,032 fully paid-in, registered shares of a par value of CHF 1. On 31 December 2022, SGS SA held 125,978 treasury shares through an affiliate company (2021: 3,360). On 21 June 2022, the Group announced a share buyback program for the purposes of capital reduction, which ended on 21 December 2022. Under the program, SGS SA repurchased 113,499 shares on a second trading line on SIX Swiss Exchange (equivalent to 1.51% of the current share capital of SGS SA), for a total amount of CHF 250 million, at an average purchase price of CHF 2,202.66 per share. On 31 December 2022, market capitalization was approximately CHF 16.114 million (2021: CHF 22.837 million). The operations of the Group are divided into seven regions, each led by a Chief Operating Officer responsible for the SGS businesses in that region and for the local implementation of group policies and strategies.
To the knowledge of the Company the shareholders owning more than 5% of its share capital as at 31 December 2022, or as the date of their last notification as per Article 20 of the Swiss Stock Exchange Act (SESTA) were Groupe Bruxelles Lambert (acting through Serena SARL and URDAC) with 19.11% (December 2021: 19.11%) of the share capital and voting rights of the Company, and BlackRock Inc. with 5.18% (December 2021: less than 5%). As at 31 December 2022, the SGS Group held 1.68% of the share capital of the Company (December 2021: 0.04%). During 2022, the Company has published regularly on the electronic platform of the Disclosure Office of the SIX Swiss Exchange Ltd all disclosure notifications received from shareholders of transactions subject to the disclosure obligations of Article 20 SESTA. During 2022, the Company has published a total of 2 reports regarding the composition of its significant shareholders to the Disclosure Office of the SIX Swiss Exchange Ltd at www.sgs.com/en/investor-relations.
Neither SGS SA nor its direct and indirect subsidiaries have any cross-shareholding in any other entity, whether publicly traded or privately held.
Operational Group Structure
The operations of the Group are divided into seven regions, each led by a Chief Operating Officer responsible for the SGS businesses in that region and for the local implementation of Group policies and strategies.
At 31 December 2022, geographic operations were organized as follows:
- North America
- Latin America
- Africa & Western Europe
- North & Central Europe
- Eastern Europe & Middle East
- North East Asia
- South East Asia & Pacific
The Group is structured into five divisions with each responsible for the global development of group activities within its own sphere of specialization and the execution of strategies with the support of the Chief Operating Officers.
At 31 December 2022, the business divisions were organized as follows:
- Connectivity & Products (C&P)
- Health & Nutrition (H&N)
- Industries & Environment (I&E)
- Natural Resources (NR)
- Knowledge (Kn)
Each division was led by an Executive Vice President. Chief Operating Officers and Executive Vice Presidents are members of the Operations Council, the Group’s most senior management body.
Our Board of Directors reviews risks to ensure that the Company has a solid strategic approach to mitigating them (see page 94). However, the ultimate responsibility for identifying risks and integrating their management into key business planning processes sits with our Operations Council. The Group Risk Steering Committee oversees our Risk Management Framework, chaired by the CEO. The committee comprises executive members, including the Chief Financial Officer and Chief Compliance Officer, together with representatives from departments including Risk Management, Human Resources, Operational Integrity and Sustainability. As well as biannual meetings, the Committee meets as necessary, and reports directly to the Board. Accountability for managing risk rests with our ‘Risk Champions’ who are charged with assessing risk in the jurisdictions for which they have responsibility. In addition, SGS integrates a broad array of risk categories (see the charts below) directly into the management process (under the oversight of ‘Global Risk Category Owners’), resulting in a robust and comprehensive approach.
During the year, SGS has worked to enhance and streamline its Risk Management Framework, to better address the main prevailing risks facing the organization. As a result, a number of risk categories have been redefined, including specific risks contained in these categories, to emphasize where the focal points, and resources to address these risks, should be placed. More information can be found in the 'Risk intelligence' section in the 2022 Integrated Report, pages 42-50.
Africa and Western Europe
North & Central Europe
Eastern Europe and Middle East
South and Central America
North East Asia
South East Asia & Pacific