Frequently asked questions

Top 10 questions from shareholders and our responses

Last updated: April 2024

What is your position on over-boarding at Board level?

• We review the external mandates of our Board members regularly and ensure that they are compliant with the Novartis articles of association, which allow for up to four additional mandates in other listed companies (whereas chair positions count as two mandates).
• Any potential mandate in listed and non-listed companies requires pre-approval, where Novartis assesses the overall mandates of a Board member as well as potential conflicts of interest.
• We pay close attention to external commitments and time required for travel and the attendance record of our Board members. All Board members had 100% attendance rate in 2023 (for more information please see p. 136 of Annual Report).

What is the specific ESG experience of Board Members?

• The Board has ultimate responsibility for our ESG strategy and has delegated certain duties and responsibilities related to ESG to some of its committees. Most importantly, the Governance, Sustainability and Nomination Committee (GSNC) oversees the ESG strategy and governance, and the Audit and Compliance Committee (ACC) is responsible for internal controls and reviews non-financial performance indicators. More information can be found in our Integrated Report (page 68).
• Several of our Board members have direct ESG experience, as noted on our website and in our Annual Report (as of 2023: 61%).
• We have an active program of Board education on key topics including ESG. In 2023, the full Board attended an education session, jointly organized by the ACC and GSNC, on the evolving regulatory landscape in ESG. We will continue to invest in the education of our Board members through additional sessions in 2024 and beyond, addressing material topics such as “Impact of Climate Change on Health and Business”. These sessions will be supported by key experts in the respective fields.

What is your policy on Board gender diversity?

• The Governance, Sustainability and Nomination Committee (GSNC) assesses the Board’s competencies and skills annually to ensure that an appropriate balance of skills, expertise, experience and diversity is represented. Diversity is also a consideration when discussing existing Board composition and future candidates.
• We have pledged to continuously advance our efforts to promote gender parity in the composition of our Board of Directors (at 50% within a range of +/- 10%).
• While we are pleased with the support of the re-election of all members of our Board of Directors at our recent AGM, we acknowledge feedback from investors regarding providing more clarity on our future direction and commitment to gender parity.

How do you protect IP using AI?

• We have a comprehensive approach to protecting IP that combines legal, technical, and operational measures. To protect our proprietary information and IP shared with third parties, we ensure that transactional requirements are in place. For example, these requirements include confidentiality obligations, appropriate data ownership provisions, and restrictions on use and data access.
• We continue to rely on patents, trademarks, copyright, and other intellectual property rights to protect our innovative and creative works to support our business model and objectives.

Can you share Novartis approach to ethical clinical trials?

• We are seeking input and preferences from the patient community early in the drug development process and continuously improving how we share information with patients before, during and after clinical trials. Novartis commitment to patients and caregivers can be found here.
• We are also aiming to improve access to and participation in clinical trials by using insights from the patient community in trial design, exploring technology-enabled solutions, and implementing strategies to ensure that our trials reflect the diversity of patients.
• We remain committed to clinical trials transparency to advance public health. After completion, we publish clinical trials results on clinicaltrials.gov and EudraCT, including requesting that all Investigator Initiated Trials (IITs) supported by Novartis make results public.
• After successful completion of clinical programs, we register our new medicines in every country where patients have participated in trials. Where a medicine is registered and not commercially available, we commit to providing it, as permitted by local legislation, to patients who participated in trials to ensure their treatment is not interrupted.

Why did the number of Speak Up cases increase in 2023 vs. 2022?

• Speak Up cases either come directly from reporters to our “SpeakUp office” or through internal controls or detection mechanisms (e.g. Finance/Compliance/IT teams conducting the monitoring).
• The increase was driven by the latter – improvement in detection mechanisms. In mid-2022, our IT function enhanced its protective measures and monitoring systems. Data security cases are classified as high risk, and also have a high substantiation rate due to the automated detection measures.
• The number of substantiated cases indicates the detection measures were effective at identifying security breaches. In addition, regular mandatory training on information management, data privacy and data use is in place to raise awareness. We also believe that the increase in no. of cases is partly a result of our ongoing campaign to encourage reporting.

What are your expectations with respect to Novartis ranking for the 2024 Access to Medicines Index (ATMI)? Can you remind us why your ATMI ranking declined in 2022 vs. 2020?

• We acknowledge that third-party ESG ratings are important because they provide an independent assessment of companies, which can be useful for investors. We are pleased to have had a leading ranking in ATMI over the last decade. We believe that this is a by-product of our consistent efforts towards improving access to medicines in low- and middle-income countries (LMICs).
• Our 2022 ATMI rating declined from second to fourth due to the negative impact of a legacy Alcon issue that occurred between 2011 and 2016 (Alcon was spun off in 2019). We recently submitted our responses for the 2024 ATMI cycle to the Access to Medicines Foundation (ATMF), with results expected to be published in Q4 2024. Due to the approach to scoring by the ATMF and new indicators/requirements, we cannot predict what our 2024 rating will be.
• Novartis remains dedicated to providing access to patients in LMICs, as evidenced by our reaching 284 million patients globally with our innovative medicines (out of which 33.2 million are through access approaches in LMICs).

Can you provide an update on your SBTi net zero targets?

• We have a near-term target approved by the Science Based Targets initiative (SBTi). We have committed to reach carbon neutrality by 2030 across Scopes 1, 2 and 3 and to achieve net-zero across our value chain by 2040. Our 2025 target is to become carbon neutral in our own operations from energy (Scopes 1 and 2).
• We are in the process of updating our near-term target for 2030 in accordance with the latest SBTi Corporate Net-Zero Standard. We have submitted the 2030 near-term and 2040 net-zero targets to SBTi for validation.

Can you explain why the percentage of sites eliminating PVC decreased from 90% in 2022 to 78% in 2023?

• The decrease in the percentage of sites eliminating PVC was primarily due to the expansion of our analysis scope in 2023 to include additional sites.
• Previously, our focus was solely on packaging sites utilizing PVCs in secondary and tertiary packaging, i.e. where actions were required for elimination to deliver our 2025 target. However, beginning in 2023, we broadened our scope to encompass all product packaging sites to prevent any potential reintroduction of PVC. We also expanded the scope to include new sites.
• We remain on track to eliminate PVC in secondary and tertiary packaging by 2025.

What are the actions that Novartis has taken to improve the performance of high-risk suppliers in water quality between 2022 and 2023?

• 88% of our high-risk suppliers met our water quality standards in 2023, compared with 26% in 2022. This was driven by two main factors:
  • We began engaging with our suppliers on water quality topics in 2021, investing a significant amount of time in onboarding and engaging them on this topic during 2021 and 2022. This effort involved capability-building and providing support to meet the required standards. This has motivated our suppliers to take concrete actions to meet water quality standards and we will continue this engagement in coming years.
  • We continue to look for opportunities to reduce our supply chain complexity. As part of this strategic initiative, we consolidate our supplier base by reducing the number of suppliers every year. In 2023, one of the impacts of this strategic project was the exit of several high-risk suppliers.

What is the new cost basis of my Novartis and Sandoz shares following the spin-off of Sandoz from Novartis?

Information about allocation of tax basis for U.S. holders may be found in the Form 8937: Basis of Securities (PDF 0.1 MB). With regard to non-U.S. holders, please note that the allocation of tax basis for Novartis and Sandoz shares following the spin-off depend on the applicable local tax provisions and each shareholder’s individual circumstances. Accordingly, all shareholders and ADR holders are asked to consult their own tax advisor regarding the tax basis allocation calculations.

Where are Novartis shares traded?

Novartis shares are listed and traded on the SIX Swiss Exchange (Valor No. 001200526, ISIN CH0012005267, symbol: NOVN) as well as on the NYSE in the form of American Depositary Receipts (ADR) (Valor No. 567514, ISIN US66987V1098, symbol: NVS).

What are the ticker symbols for Novartis?

What is an ADR/ADS?

ADR stands for American Depositary Receipt. ADS stands for American Depositary Share. An ADR is a receipt for a number of shares of a foreign-based corporation held by a US depositary bank, entitling the ADR holder to all dividends and capital gains.

What is the number of outstanding shares in Novartis?

Key Novartis share data

1. Approximately 94 million treasury shares (2022: 99 million 2021: 102 million) are held in Novartis entities that restrict their availbility for use.

What is the number of outstanding ADRs in Novartis?

Key data on ADRs issued in the US

1. The depositary, JPMorgan Chase Bank, N.A., holds one Novartis AG share for every ADR issued.

When is your dividend going to be paid?

The dividend payment date has been set for March 11, 2024.

What is the dividend history for Novartis shares?

Shareholders approved the 27th consecutive dividend increase per share since the creation of Novartis in 1996, with an increase of 3.1% to CHF 3.30 per share for 2023.

Learn more about dividend information

What is the new cost basis of my Novartis and Alcon shares following the spin-off of Alcon from Novartis?

Information about allocation of tax basis for U.S. holders may be found in the Form 8937: Basis of Securities (PDF 0.1 MB). With regard to non-U.S. holders, please note that the allocation of tax basis for Novartis and Alcon shares following the spin-off depend on the applicable local tax provisions and each shareholder’s individual circumstances. Accordingly, all shareholders and ADR holders are asked to consult their own tax advisor regarding the tax basis allocation calculations.

What are the income tax implications to Canadian shareholders due to the Alcon spin-off?

The following documents include the Finance Canada and Canada Revenue Agency comfort letter, Canada income tax guidelines and tax election letters related to the Alcon Spin-off for Canadian resident shareholders:

Canada Income Tax Alcon Spin-off FAQ - English (PDF 0.1 MB)

Canada Income Tax Alcon Spin-off FAQ- French (PDF 0.1 MB)

Department of Finance Canada Comfort Letter (PDF 0.1 MB)

Download the Canada and Quebec Tax Election Example Letters (ZIP 0.1 MB)

What is the amount and timing of the next dividend payment?

The Novartis Board of Directors proposed a dividend of CHF 3.30 per share to the shareholders for approval at the Annual General Meeting held on March 05, 2024. This proposal was approved. The dividend will be paid as from March 11, 2024. The last trading day with entitlement to receive the dividend is March 06, 2024. As from March 07, 2024, the shares will be traded ex-dividend.

Is the dividend on the Novartis ordinary share and the Novartis ADR the same?

Yes, however, since ADR holders will receive their dividend in US dollars, the amount received will be impacted by currency exchange rates, as well as by a handling fee (historically, $0.01 per share) associated with the ADR dividend. An estimate of the amount of the US dollar dividend for the ADR will be calculated on the day of the dividend announcement based on that day’s exchange rates. The actual exchange rate will be determined once all funds are received and exchanged by J.P. Morgan, the depositary bank.

Will the rate recently announced for the ADRs change between now and the ADR payment date?

Yes, the preliminary announcement only provides an estimated rate based on a current FX rate. The actual rate will be determined when the Swiss francs are converted to US dollars once all the funds are received by J.P. Morgan.

Will the dividend on the Novartis ADR be paid out on the Swiss payment date of March 11, 2024?

No, the dividend on the Novartis ADR will be paid out only after a tax reclaim has been completed and once any such reclaimed funds have been received by J.P. Morgan from the Swiss Tax Authorities. Once the funds are received and converted into US dollars a payment will be made shortly thereafter to any ADR holders entitled thereto. The ADR Payment date is estimated to be on or around April 25, 2024.

Will the entire dividend amount be converted into US dollars after the Swiss tax reclaim has been completed?

No. On the Swiss payment date 65% of the dividend is received by JP Morgan. This amount will be converted into US dollars at or after such time.

Why can’t J.P. Morgan receive all of the funds on the Swiss payment date?

The Swiss Tax Authorities require that a tax reclaim be completed prior to each payment for any amounts due above and beyond the non-treaty amount. Investors must certify and elect their entitlement and provide necessary disclosure documentation as required by the treaty between the US and Switzerland based upon their tax status.

Why does it take so long to get the reclaim funds back from the Swiss Tax Authorities?

Holders of ADRs entitled to receive the dividend are not able to elect until after the ADR record date which is just one (1) day prior to the Swiss payment date. Eligible holders of ADRs are given 10 days to complete and submit their election. Once any reclaims are submitted to the Swiss Tax Authorities it takes approximately 15 days for such authorities to process the reclaim.

When will the final/definitive rate and ADR Payment Date be determined?  

The final/definitive rate and ADR Payment Date will be determined once all of the funds that comprise the dividend are received by J.P Morgan and converted into US dollars.  

Will another announcement be made once the tax reclaim funds are received?

Yes, once all the funds have been received and converted, and the final/definitive rate is determined, a new announcement will be made by J.P Morgan.

How does the tax reclaim process work?

There is a process for banks and brokers within Depositary Trust Company to elect their clients’ correct tax status electronically and to provide documentation on behalf of their clients. J.P. Morgan elects on behalf of registered holders based upon their tax status. Please contact J.P. Morgan / Goal Group Recoveries, Inc., New York at phone: +1 212 248 9120 or email: [email protected] for further questions.