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Group Structure

Board of Directors

Executive compensation

Non-Executive Director compensation

Highest total compensation

Executive Committee

The company policies on Corporate Governance are in accordance with Swiss law, the Swiss Code of Best Practice and the Swiss Stock Exchange Directive on Corporate Governance. They are consistent with the requirements of the capital markets where Syngenta is listed, Switzerland and the USA. Detailed information following the SWX Directive on Corporate Governance can be found in the separate Corporate Governance Report 2004.

Group structure
For details regarding the structure of the companys operations, associates and joint ventures, please refer to the information contained in Note 32 to the Group Consolidated Financial Statements in the Financial Report 2004.

Board of Directors
Syngenta is led by a strong and experienced Board. It includes representatives from four nationalities, drawn from broad international business and scientific backgrounds. It brings diversity in expertise and perspective to the leadership of a complex, highly regulated, global business. The Board of Directors is elected by the shareholders and holds the ultimate decision-making authority of the company, except for those matters reserved by law or by the companys Articles of Incorporation to the shareholders.

Changes since December 31, 2003
Sir David Barnes left the Board in 2004. After the merger being successfully completed, Sir David Barnes decided, having reached the age of 68 years, not to stand for re-election for a further term of office.

Changes since April 26, 2005
Jacques Vincent became a new member of the Board.

Changes since September 2, 2005
For health reasons, Heinz Imhof has decided to resign as Chairman of the Board.
The Board has appointed Martin Taylor as Chairman. Rupert Gasser has been appointed Vice Chairman.

L-R: Pierre Landolt, Peter Thompson, Rupert Gasser, Peter Doyle, Martin Taylor, Heinz Imhof, Michael Pragnell, Peggy Bruzelius, Rolf Watter, Felix Weber, Pedro Reiser

Martin Taylor
Chairman of the Board of Directors and of the Chairmans committee and member of the Compensation Committee. Martin Taylor is currently an international advisor to Goldman Sachs International, in addition to being a Director of RTL Group SA. Martin Taylor was Chairman of WHSmith PLC (1999-2003) and a Director of Antigenics Inc. (1999-2003). Previously he was Chief Executive Officer of Barclays PLC (1993-1998) and of Courtaulds Textiles (1990-1993). In addition he was a member of the Oxford Business School Advisory Board. Martin Taylor has a degree in oriental languages from Oxford University.

Peggy Bruzelius
Director and Chairman of the Audit Committee. Peggy Bruzelius is currently Chairman of Grand Hotel Holdings and Lancelot Asset Management AB. In addition she serves as Vice Chairman of AB Electrolux and as Director of Scania AB, Ratos AB and Axfood AB, as a Senior Advisor to Lehman Brothers Ltd, Vice Chairman of the Royal Swedish Academy of Engineering Sciences and as a member of the Board of Trustees of the Stockholm School of Economics. Previously she was Chief Executive Officer of ABB Financial Services (1991-1997), Executive Vice President of SEB-bank (1997-1998), a member of the Swedish Board of Government Bank Support Authority (1991-1993) and a Director of AB Drott (1999-2004). Peggy Bruzelius holds an MBA from the Stockholm School of Economics.

Peter Doyle
Director and Chairman of the Science and Technology Advisory Board. Peter Doyle currently is a non-executive Director of Avidex Ltd, a member of the Advisory Board of Vida Capital Partners, a Trustee of the Nuffield Foundation and Past Master of the Salters’ Livery Company. Previously he served as Chairman of the Biotechnology and Bioscience Research Council (1989-2003), non-executive Director of Oxagen (1999-2002), non-executive Director of Oxford Molecular PLC (1997-2000), Director of Zeneca Group PLC (1993- 1999) and as a Director of ICI (1989-1993). Peter Doyle holds a BSc (Hons) degree in pure science and a PhD in chemistry from Glasgow University.

Rupert Gasser
Vice Chairman of the Board of Directors and member of the Chairmans and the Compensation Committee. Rupert Gasser is currently a member of the Scientific Advisory Board of Alcon Laboratories Inc and President of Nestec SA. Formerly he was Executive Vice President of Nestlé SA (1997-2002), Head of Strategic Business Group I (Coffee and Beverages, Milk and Food Services) and Head of Corporate Technical/Manufacturing worldwide (1991-1996), Senior Vice President at Nestec SA (1990-1991) and a non-executive Director of Lonza Group AG (1999-2004). Rupert Gasser graduated from the Technical Academy for Chemical Industry in Vienna with a degree in chemistry.

Pierre Landolt
Director and member of the Audit Committee. In addition, Pierre Landolt has been delegated by the Board to oversee policies and activities in the area of corporate social responsibility. He is currently a Director of Novartis AG and Chairman of the Sandoz Family Foundation. He serves as Chairman of AxialPar Ltda, Moco Agropecuaria Ltda, Ecocarbon LLC, the CITCO Group, Vaucher Manufacture Fleurier SA and as Vice Chairman of Parmigiani SA. Pierre Landolt is also a Partner with unlimited liabilities of the Private Bank Landolt & Cie. In addition he is Vice Chairman of the Montreux Jazz Festival Foundation, President of the Instituto Jurema de Pesquisa in Brazil and member of the Foundation Board of the Syngenta Foundation for Sustainable Agriculture. He graduated with a Bachelor of Laws from the University of Paris Assas.

Michael Pragnell
Chief Executive Officer, Director and member of the Chairman’s Committee. Previously Michael Pragnell was a Director of AstraZeneca (1999-2000) and of Zeneca Group plc (1997-1999). He joined Zeneca Agrochemicals as Chief Executive Officer in 1995. Prior to 1995 he worked for Courtaulds plc in a number of senior positions (1975-1995), including Executive Director (1990-1995), Chief Financial Officer (1992-1994) and Chief Executive Officer of Courtaulds Coatings (1986-1992). Currently Michael Pragnell serves as President of CropLife International, the global association for the plant science industry. He has a degree in modern languages from Oxford University and an MBA from INSEAD.

Pedro Reiser
Director and Chairman of the Compensation Committee. Pedro Reiser is currently a member of the Foreign Policy Committee of the Swiss Popular Party (SVP) and a Director of the HCB Happy Child Birth AG. Previously he served as Chairman of ESBATech AG (2002-2004), as Director and Advisor (1999-2001) and President and Chief Executive Officer of Novartis Pharma K.K. Japan (1995-1999), and as President and Chief Executive Officer of Holvis AG (1990-1995). Pedro Reiser studied law at the University of Zurich and graduated from the University of Geneva with a PhD in political science.

Peter Thompson
Director and member of the Audit Committee. Peter Thompson currently serves as Director of Sodexho Alliance SA and as Chairman of the Board of Trustees of the Stanwich School in Greenwich, Connecticut. Previously he was President and Chief Executive Officer of PepsiCo Beverages International (1996-2004), President of PepsiCo Foods International’s Europe, Middle East and Africa Division (1995-1996), and of Walkers Snack Foods in the UK (1994-1995). Before joining PepsiCo he held various senior management roles with Grand Metropolitan PLC, including President and Chief Executive Officer of GrandMet Foods Europe (1992- 1994), Vice-Chairman of The Pillsbury Company (1990-1992) and President and Chief Executive Officer of The Paddington Corporation (1984- 1990). Peter Thompson has a degree in modern languages from Oxford University and an MBA from Columbia University.

Jacques Vincent
Director. Jacques Vincent is a French citizen. He has been Vice Chairman and Chief Operating Officer of the Danone Group, Paris, since 1998. Mr Vincent began his career with Danone in 1970 and has since held various financial and overall management positions within this group. Mr Vincent is a graduate engineer of the Ecole Centrale, Paris , holds a bachelor in Economics of Paris University and a Master of Science from Stanford University.

Rolf Watter
Director and member of the Audit Committee. Rolf Watter has been a partner in the law firm Bär & Karrer in Zurich since 1994 and is a member of its executive board since 2000. In addition he is a part-time professor at the Law School of the University of Zurich. He is non-executive Chairman of Cablecom GmbH (and of its controlling parent entities Cablecom Holdings AG and Glacier Holdings GP SA, Luxemburg) and a non-executive Director of Zurich Financial Services AG (and its subsidiary Zurich Insurance Company), UBS Alternative Portfolio AG and A.W. Faber-Castell (Holding) AG, in addition to being a Board member of the Swiss Lawyers’ Association and a member of the Swiss Stock Exchange Admission Board and of its Disclosure Commission of Experts. Rolf Watter graduated from the University of Zurich with a doctorate in law and holds an LLM degree from Georgetown University; he is admitted to the Bar of Zurich.

Felix Weber
Director and member of the Chairman’s Committee and the Compensation Committee. Felix Weber is currently a Director of the parent company of Cablecom GmbH (and of its controlling parent entities Cablecom Holdings AG and Glacier Holdings GP SA, Luxemburg). Previously he was Executive Vice President and Chief Financial Officer of Adecco SA (1998- 2004), engagement manager and partner of McKinsey & Company in Zurich (1984-1997) and managing director of Alusuisse South Africa (1982–1984). Felix Weber graduated from the University of St. Gallen, with an MBA in operations research and finance and a PhD in marketing.

Board of Directors

Name	Age	Nationality	Function	Director since	Term of Office
Martin Taylor	53	British	Chairman	2000	2008
Peggy Bruzelius	55	Swedish	Non-Executive Director	2000	2006
Peter Doyle	67	British	Non-Executive Director	2000	2006
Rupert Gasser	66	Swiss	Vice Chairman, Non-Executive Director	2002	2007
Pierre Landolt	57	Swiss	Non-Executive Director	2000	2006
Michael Pragnell	58	British	Chief Executive Officer	2000	2007
Pedro Reiser	70	Swiss	Non-Executive Director	2002	2006
Peter Thompson	59	American	Non-Executive Director	2000	2008
Jaques Vincent	59	French	Non-Executive Director	2005	2007
Rolf Watter	47	Swiss	Non-Executive Director	2000	2008
Felix Weber	54	Swiss	Non-Executive Director	2000	2008

Executive Committee

Name	Age	Nationality	Function	Entry
Michael Pragnell	58	British	Chief Executive Officer	2000
John Atkin	52	British	Chief Operating Officer - Crop Protection	2000
Bruce Bissell	59	British	Head of Global Operations and Human Resources	2000
David Jones	56	British	Head of Business Development	2000
David Lawrence	56	British	Head of Research & Technology	2002
Michael Mack	45	American	Chief Operating Officer - Seeds	2005
Christoph Mäder	46	Swiss	Head of Legal & Taxes	2000
Domenico Scala	40	Swiss	Chief Financial Officer	2003

Changes since December 31, 2003
Jeffrey Beard resigned from the Executive Committee at the end of December 2004. Jeffrey Beard was Chief Operating Officer of Syngenta Seeds from 2000 to 2004. Previously Jeffrey Beard was Head of the Business Area Corn for Novartis Seeds (1999-2000).

With effect from January 1, 2005, Michael Mack was appointed Chief Operating Officer of Syngenta Seeds and a member of the Syngenta Executive Committee.

Executive compensation
The aggregate amount of cash compensation (salaries and short-term incentive awards) in 2004 to the Chairman, the Chief Executive Officer and the members of Executive Committee (a total of nine people) amounted to CHF 11,161,359. Portions of the short-term incentive awards contained in this figure have been deferred into the Deferred Share Plan on a mandatory and voluntary basis. The total amount of the short-term incentive awards deferred in 2004 results in 32,630 shares. These nine people purchased 378 shares within the scope of the Syngenta Employee Share Purchase Plan. The amount of CHF 4,703,433 was set-aside to meet pension obligations, including provisions to cover merger-related pension promises. In 2004 a total of 220,737 options with an exercise price of CHF 89.30 and an exercise period of 11 years have been granted to these Executives.

Non-Executive Director compensation
The aggregate amount of compensation in 2004 to the nine Non- Executive Directors (cash compensation and options) amounted to CHF 1,470,000. CHF 1,103,500 was paid in cash and CHF 366,500 will be paid in options. These options will be issued in 2005 in accordance with the companys Long-Term Incentive Plan. A total of 14,679 options with an exercise price of CHF 89.30 and an exercise period of 11 years, which were part of the 2003 Non-Executive Directors compensation, were granted in 2004.

Highest total compensation
The highest total compensation paid to a member of the Board of Directors in the year under review consisted of CHF 2,551,561 of cash compensation (salary and short-tem incentive award). The total amount of the short-term incentive award deferred by this member of the Board of Directors on a mandatory and voluntary basis under the Deferred Share Plan results in 8,154 shares. In addition 56,790 options with an exercise price of CHF 89.30 and an exercise period of 11 years were granted to this member of the Board of Directors. Furthermore, this member of the Board of Directors purchased 42 shares under the Syngenta Share Purchase Plan. The amount of CHF 3,347,464 was set aside to meet pension obligations, including provisions to cover merger-related pension promises.

Executive Committee
Under the direction of the Chief Executive Officer, the Executive Committee is responsible for the operational management of the company. It consists of the CEO, the Chief Operating Officers of the Crop Protection and Seeds businesses, together with the Heads of Syngentas functional activities: Finance, Research and Technology, Global Operations and Human Resources, Business Development and Legal and Taxes.

Michael Pragnell

Chief Executive Officer, Director and member of the Chairmans Committee. Previously Michael Pragnell was a Director of AstraZeneca (1999-2000) and of Zeneca Group plc (1997-1999). He joined Zeneca Agrochemicals as Chief Executive Officer in 1995. Prior to 1995 he worked for Courtaulds plc in a number of senior positions (1975-1995), including Executive Director (1990-1995), Chief Financial Officer (1992-1994) and Chief Executive Officer of Courtaulds Coatings (1986-1992). Currently Michael Pragnell serves as President of CropLife International, the global association for the plant science industry. He has a degree in modern languages from Oxford University and an MBA from INSEAD.

John Atkin

Chief Operating Officer of Syngenta Crop Protection. Previously John Atkin was Chief Executive Officer (1999-2000), Chief Operating Officer (1999), Head of Product Portfolio Management (1998) and Head of Insecticides and Patron for Asia (1997-1998) of Novartis Crop Protection. Prior to 1998 he was General Manager of Sandoz Agro France (1995-1997) and Head of Sandoz Agro Northern Europe (1993- 1995). John Atkin graduated from the University of Newcastle-upon-Tyne with a PhD and a BSc degree in agricultural zoology.

Bruce Bissell

Head of Global Operations and Human Resources. Previously Bruce Bissell was Director of Supply Chain for Zeneca Agrochemicals (1997-2000) and Head of International Manufacturing for the pharmaceutical business of Zeneca Group plc (1992-1997). Bruce Bissell graduated from Strathclyde University with a degree in applied chemistry.

David Jones

Head of Business Development also responsible for Plant Science. Previously David Jones was Business Director for Zeneca Agrochemicals (1997-2000), having been Regional Executive for Asia, Africa and Australia, based in Hong Kong, since 1992. He has a BSc and PhD in science and economics from Stirling University in Scotland.

David Lawrence

Head of Research and Technology. Previously he was Head of R&T Projects for Syngenta (2000-2002). Prior to this he had been Head of International R&D Projects in Zeneca Agrochemicals, having previously held several senior scientific roles. David Lawrence graduated in chemistry from Oxford University with an MA and DPhil in chemical pharmacology.

Michael Mack*

Chief Operating Officer of Syngenta Seeds. Since joining the Company in 2002, Michael Mack has served as Head of Crop Protection, NAFTA Region. Prior to this, he was President of the Global Paper Division of Imerys SA, a Paris-based mining and pigments concern, from the time of its merger in 1999 with English China Clays Ltd. He had served there as Executive Vice President, Americas and Pacific Region, in addition to being an Executive Director of the Board. From 1987 to 1996 he held various roles with Mead Corporation. He has a degree in economics from Kalamazoo College in Michigan, studied at the University of Strasbourg, and has an MBA from Harvard University. * Michael Mack replaced Jeffrey Beard as of January 1, 2005

Christoph Mder

Head of Legal and Taxes. Previously Christoph Mder was Head of Legal & Public Affairs of Novartis Crop Protection (1999 -2000) and Senior Corporate Counsel of Novartis International AG (1992-1998). Christoph Mder is a member of the Supervisory Committees of the Federation of Swiss Industrial Holding Companies and the Basel Chamber of Commerce. He graduated from Basel University Law School, and is admitted to the Bar in Switzerland.

Domenico Scala

Chief Financial Officer. Previously Domenico Scala held various leading positions in Finance with Roche AG (1995-2003), most recently as Group Treasurer (2001-2003) and Head of Company Controlling (1999-2001). Prior to 1995, he was Finance Director of Panalpina Italy SpA (1993-1995) and Senior International Auditor with Nestl SA (1990-1993). Domenico Scala graduated from the University of Basel with a degree in economics.