Nestlé Proposes Two Distinguished Leaders for Election to Its Board of Directors
Nestlé has announced that it will propose the election of two highly accomplished leaders—Ma. Fatima D. (Fama) Francisco and Thomas Jordan—to its Board of Directors. The elections are scheduled to take place at the company’s Annual General Meeting (AGM) on April 16, 2026. Alongside these nominations, the Board has approved a series of governance enhancements designed to strengthen oversight, deepen engagement, and further align board structures with the company’s long-term strategic priorities.
The proposed appointments reflect Nestlé’s continued commitment to refreshing its Board with leaders who bring diverse expertise, global experience, and complementary skill sets that can contribute meaningfully to the company’s growth and resilience in a dynamic global environment.
Profiles of the Proposed Board Nominees
Ma. Fatima D. (Fama) Francisco
Ma. Fatima D. Francisco currently serves as Chief Executive Officer of Procter & Gamble’s Global Baby, Feminine and Family Care sector at Procter & Gamble. In this leadership role, she oversees a significant portfolio of globally recognized consumer brands and is responsible for driving innovation, growth strategies, operational excellence, and brand development across international markets.
Francisco brings decades of experience in the consumer goods industry, with deep knowledge of brand management, consumer behavior, and global market expansion. Her expertise in navigating complex consumer trends and delivering product innovation at scale is expected to enhance Nestlé’s consumer insights and reinforce its competitive positioning across categories.
Her leadership experience in managing large-scale global operations, combined with a strong focus on customer-centric strategies, aligns closely with Nestlé’s ambitions to remain at the forefront of evolving consumer preferences. Her perspective will further strengthen the Board’s understanding of consumer engagement, digital transformation, and product innovation in fast-moving markets.
Thomas Jordan
Thomas Jordan previously served as Chairman of the Governing Board of the Swiss National Bank (SNB), Switzerland’s central bank. During his tenure, he played a central role in shaping monetary policy and overseeing financial stability in Switzerland during periods of global economic uncertainty.
Jordan brings extensive experience in macroeconomics, financial markets, risk management, and regulatory oversight. His deep understanding of global economic trends, currency dynamics, and financial governance will enhance Nestlé’s strategic and financial decision-making capabilities.
His background in managing complex economic challenges and maintaining institutional stability offers valuable insights for a multinational company operating across diverse global markets. Jordan’s expertise is expected to contribute significantly to the Board’s oversight of financial risk, capital allocation, and long-term economic strategy.
Governance Strength as a Foundation for Long-Term Success
Commenting on the nominations and governance updates, Pablo Isla, Chair of Nestlé’s Board of Directors, emphasized the importance of strong corporate governance in sustaining the company’s long-term performance.
He highlighted that Nestlé’s governance framework has been strengthened across multiple dimensions in recent years. The company now operates with an independent Chair, a Lead Independent Director, two Vice Chairs, and a newly appointed CEO—creating a leadership structure that enhances accountability, oversight, and strategic clarity.
According to Isla, the proposed appointments of Francisco and Jordan further reinforce the Board’s capabilities by combining consumer goods expertise with macroeconomic and financial leadership. Their respective backgrounds are expected to deepen the Board’s engagement with key strategic themes, including consumer innovation, financial discipline, and global economic resilience.
The nominations also reflect Nestlé’s long-standing practice of regularly refreshing its Board to broaden diversity of perspectives, experience, and expertise. By integrating leaders from different sectors and professional backgrounds, the company aims to strengthen decision-making processes and ensure that governance structures remain adaptive to evolving business realities.
Enhancements to Board Procedures and Committee Structure
In addition to proposing new Board members, Nestlé has conducted a comprehensive review of its governance practices and committee structures. As a result of this review, several structural enhancements will come into effect following the AGM in April 2026.
These changes are designed to increase Board engagement, improve efficiency, and better leverage the diverse skills and expertise of directors.
Increased Board Engagement
One of the key updates includes the introduction of additional Board meetings. The objective is to promote deeper engagement among directors, facilitate more thorough discussions on strategic matters, and enhance oversight of operational and financial performance.
By increasing meeting frequency, Nestlé aims to ensure that the Board remains closely aligned with management and can proactively address emerging risks and opportunities in a rapidly evolving global business environment.
Creation of the Science, Technology and Sustainability Committee
Nestlé’s current Sustainability Committee will be expanded and renamed the Science, Technology and Sustainability Committee. This newly structured committee will have a broader mandate that extends beyond environmental and social sustainability.
In addition to advising on sustainability strategy and performance, the committee will now support the company’s approach to science and technology. This reflects Nestlé’s recognition that scientific innovation, research and development, and technological advancement are central to its long-term competitiveness.
By combining sustainability with science and technology oversight, the Board aims to ensure that innovation initiatives are aligned with environmental responsibility, product quality, and long-term value creation.
Dissolution of the Chair’s and Corporate Governance Committee
The existing Chair’s and Corporate Governance Committee will be dissolved as part of the governance restructuring. Its responsibilities will be redistributed to strengthen clarity and accountability across the Board’s committees.
- Finance-related responsibilities will be transferred to a newly established Audit and Finance Committee.
- Corporate governance responsibilities will move to a newly combined Nomination and Corporate Governance Committee.
This reallocation of duties is intended to streamline committee functions, reduce overlaps, and enhance specialization in key governance areas.
Establishment of the Audit and Finance Committee
The new Audit and Finance Committee will oversee financial reporting, internal controls, risk management, and capital allocation matters. By consolidating financial oversight within a dedicated committee, Nestlé aims to reinforce financial discipline and enhance transparency.
This structural change reflects the increasing complexity of global financial reporting standards and the importance of robust oversight in maintaining investor confidence and regulatory compliance.
Formation of the Nomination and Corporate Governance Committee
The newly combined Nomination and Corporate Governance Committee will assume responsibility for Board composition, succession planning, governance policies, and compliance with governance best practices.
By integrating nomination and governance functions into a single committee, Nestlé seeks to ensure closer alignment between Board renewal processes and overall governance standards.
Continuity of the Compensation Committee
The Compensation Committee will continue to fulfill its statutory responsibilities. Its mandate remains unchanged, ensuring continued oversight of executive remuneration policies, performance incentives, and alignment of compensation structures with long-term shareholder value.
Broader Committee Participation by Board Members
Under the updated governance framework, each Board member will, in principle, serve on two committees. This approach is designed to increase participation, promote cross-functional insights, and ensure that directors contribute meaningfully across multiple governance domains.
By involving directors in more than one committee, Nestlé intends to foster more integrated oversight and well-informed recommendations to the full Board. While committees provide detailed analysis and preparatory work, the Board as a whole retains ultimate responsibility for governance decisions.
This enhanced participation model is expected to improve collaboration among directors and create stronger linkages between strategy, finance, innovation, sustainability, and governance oversight.
Commitment to Continuous Improvement
The proposed Board nominations and governance updates reflect Nestlé’s ongoing commitment to continuous improvement in corporate governance. In an increasingly complex global business environment, effective oversight structures are essential to balancing growth ambitions with responsible management.
By integrating leaders with complementary expertise and refining committee structures to better align with strategic priorities, Nestlé aims to position itself for sustained long-term success.
The upcoming AGM on April 16, 2026, will mark an important milestone in this governance evolution, as shareholders vote on the proposed appointments and the Board begins implementing the updated framework designed to enhance accountability, engagement, and strategic clarity across the organization.
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