SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
Report on Form 6-K dated March 21, 2002
Novartis AG
(Name of Registrant)
Lichtstrasse 35
4056 Basel
Switzerland
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F _
Indicate by check mark whether the registrant by furnishing the information
contained in this form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
Enclosure: Media Release dated March 21, 2002: "Novartis shareholders approve 6%
increase in dividend, and share capital reduction"
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MEDIA RELEASE COMMUNIQUE AUX MEDIAS MEDIENMITTEILUNG
Novartis shareholders approve 6% increase in dividend, and share capital
reduction
Chairman addresses Corporate Governance and compensation
Basel, 21 March 2002 - At their Annual General Meeting in Basel today, the
shareholders of Novartis AG approved all the proposals of the Board of Directors
including a 6% increase in the dividend to CHF 0.90 per share, corresponding to
a total payment of approximately CHF 2.4 billion. The 2,805 shareholders present
represented 848,871,170 votes or 29.4% of the 2,885,204,680 shares issued.
Share capital reduction approved
On 31 January 2002, Novartis completed its second share repurchase program in
which some 61 million shares, with a nominal value of CHF 30.5 million, were
repurchased for approximately CHF 4 billion. The Board therefore proposed, and
the shareholders approved, that the share capital be reduced by CHF 30.5
million.
Amendment of the Articles of Incorporation
The AGM approved three amendments to the Articles of Incorporation: a reduction
of the deadline for submitting agenda items from 60 to 45 days prior to a
General Meeting, the possibility of conducting voting by means of electronic
procedures during the General Meeting, and a reduction in the Board members'
term of office from four to three years.
Board membership
The shareholders elected Dr. Ulrich Lehner, CEO of Henkel AG, to the Board.
Prof. Peter Burckhardt and Pierre Landolt were re-elected for three-year terms.
Heini Lippuner was re-elected for a further two years as he will reach the
statutory age of retirement in 2004. In line with the commitment to good
corporate governance and to ensure the Board's independence, Dr. Hans-Ulrich
Doerig, who is Vice Chairman of the Executive Board and Group Chief Risk Officer
of Credit Suisse Group, is stepping down from the Board of Novartis, eliminating
all interlocking Board memberships.
Chairman's address
2001 review
Chairman and CEO Daniel Vasella began by thanking Novartis Group employees for
their efforts in achieving good results in a year that was marked by difficult
economic conditions and tragic events.
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The Group delivered double-digit sales growth, with sales, net income and free
cash flow all reaching record levels. This was the reward of continued strategic
focus on the core businesses, key markets, the major products driving growth,
and the business unit structure.
For Dr. Vasella, however, the greatest achievement in 2001 was without doubt the
quick and successful launch of Glivec(R)/Gleevec(TM), the innovative treatment
for chronic myeloid leukemia. The achievement was twofold: Novartis not only
produced a medical breakthrough, but it also created an innovative tiered
pricing scheme to ensure that needy patients without medical coverage have
access to this potentially life-saving drug.
This initiative, the discount program for the needy elderly in the USA, a
voluntary freeze on drug prices in Switzerland, the leprosy donation and malaria
programs with the WHO, and the research institute in Singapore for neglected
diseases, are all part of Novartis' contribution to addressing the issues of
access to medicines and good global corporate citizenship.
Corporate Governance
Dr. Vasella then provided a detailed overview of generally accepted rules of
good corporate governance, which are increasingly showing signs of international
convergence. Discussing the various aspects of good corporate governance the
Chairman explained the charters of the Board of Directors and its Committees.
Three of the Board's four Committees consist exclusively of external Directors:
the Audit and Compliance Committee, the Governance Committee, and the
Compensation Committee.
Compensation
In the wake of recent corporate failures and alleged malpractice in Switzerland,
levels of compensation for top managers have been brought into question. In this
context Daniel Vasella gave a detailed overview of the remuneration policy at
Novartis, which has the principle aim of attracting and retaining top talent
worldwide.
As a worldwide leader in pharmaceuticals, a knowledge-based, globalized
industry, Novartis has to offer competitive remuneration packages at all levels,
including in Switzerland, where 72% of its top management are not Swiss
citizens. Competitive increases have also been made for employees on other
levels, including the introduction in Switzerland of a variable salary component
for all associates, where for non-managerial levels, the cumulative increase
compared with 1996 amounts to 13%, almost three times the national average and
considerably higher than the rate of inflation (3.6%) over the same period.
With regard to salary disclosure, Novartis publishes the aggregate compensation
of the Board as well as that of the Executive Committee and Sector Heads. This
level of disclosure fulfils the requirements of the US Securities and Exchange
Commission for foreign listed companies in the US and the draft requirements
proposed by the Admission Board of the Swiss Exchange.
Outlook
In his concluding outlook, the Chairman said: "We shall be pressing ahead
consistently with our current strategy of innovation and growth. For the Group's
Pharmaceuticals sector, we expect sales growth in the region of 10% with stable
margins, even though this year will be marked by increased investments in
research. Provided that we manage to obtain attractive financial returns -
despite the low yield financial market, we expect that net income will once
again reach record levels this year".
This release contains certain "forward-looking statements", relating to the
Group's business, or by discussions of strategy, plans or intentions. Such
statements can be identified by terminology such as "shall be", "expect", "will
once
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again reach", or similar expressions. Such forward-looking statements
reflect the current views of the Group with respect to future events and are
subject to certain risks, uncertainties and assumptions. Many factors could
cause the actual results, performance or achievements of the Group to be
materially different from any future results, performances or achievements that
may be expressed or implied by such forward-looking statements. These
uncertainties relate to product sales, unexpected regulatory delays or
government regulation, and returns on company investments, as well as factors
discussed in the Group's Form 20-F filed with the 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 described herein as anticipated, believed, estimated or
expected.
Novartis AG (NYSE: NVS) is a world leader in healthcare with core businesses in
pharmaceuticals, consumer health, generics, eye-care, and animal health. In
2001, the Group's businesses achieved sales of CHF 32.0 billion (USD 19.1
billion) and a net income of CHF 7.0 billion (USD 4.2 billion). The Group
invested approximately CHF 4.2 billion (USD 2.5 billion) in R&D. Headquartered
in Basel, Switzerland, Novartis Group companies employ about 71 000 people and
operate in over 140 countries around the world. For further information please
consult http://www.novartis.com.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Novartis AG
Date: March 21, 2002 By: /s/ RAYMUND BREU
-------------------------
Name: Raymund Breu
Title: Chief Financial Officer
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