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Supervisory Board

Pursuant to the Articles of Association, Klöckner & Co SE’s Supervisory Board consists of six members, all of whom are elected by the Annual General Meeting. Currently, Prof. Dr. Dieter H. Vogel is serving as Chairman of the Supervisory Board of Klöckner & Co SE.

The current members of the Supervisory Borad of the company, their activities outside the company and their curricula vitae are listed in the table below.

Members

Member since: May 31, 2006

Managing Partner of Lindsay Goldberg Vogel GmbH, Düsseldorf

Membership in analogous domestic and international supervisory bodies of business corporations (as of March 1, 2016)

  • VDM Metals GmbH, Deputy Chairman of the Advisory Board
  • Falcon GmbH, Deputy Chairman of the Advisory Board
  • HSBC Trinkaus & Burkhardt AG, Member of the Administrative Board
  • denkwerk GmbH, Member of the Advisory Board
  • Bertelsmann Verwaltungsgesellschaft mbH, Member of the Steering Committee

Vita:
Prof. Dr. Vogel (born in 1941) holds the degree of Diplom-Ingenieur (Certified Engineer) from the Technische Universität Darmstadt (Technical University of Darmstadt) and he earned a PhD from the Technische Universität München (Technical University of Munich), where he was appointed an honorary professor in 2004. After working in various management and management board positions at Bertelsmann, Pegulan and BAT from 1972 to 1985, he was appointed as a member of the management board of Thyssen AG in 1986, as deputy chairman of the management board in 1991 and as chairman of the management board in 1996. At the end of 1998, Prof. Dr. Vogel set out on his own as a managing partner of Lindsay Goldberg Vogel GmbH in Düsseldorf, which represents the interests of the private-equity fund Lindsay Goldberg in Europe. Prof. Dr. Vogel also serves as Deputy Chairman of the Advisory Board of the Falcon GmbH, Member of the Administrative Board of the HSBC Trinkaus & Burkhardt AG as well as Member of the Steering Committee of the Bertelsmann Verwaltungsgesellschaft mbH.

Member since: May 25, 2012

Chairman of the Management Board of Grillo-Werke AG, Duisburg

Membership in other legally mandated supervisory boards (as of September 1, 2016)

  • Deutsche Messe AG
  • Innogy AG (RWE)

Membership in analogous domestic and international supervisory bodies of business corporations (as of September 1, 2016)

  • Grillo Zinkoxid GmbH*)
  • Hamborner Dach- und Fassadentechnik GmbH & Co. KG, Chairman of the Advisory Board*)
  • RHEINZINK GmbH & Co. KG*)
  • Zinacor S.A.*)

*) Group mandates at Grillo-Werke AG

Vita:
Mr. Grillo (born in 1959) holds a Master's degree in Economics from the university Münster. After working at Accounting and Tax Consultancy Arthur Andersen & Co. GmbH, Frankfurt a.M., Germany, from 1987 to 1989 and as a Management Consultant at A. T. Kearney GmbH, Düsseldorf, Germany, from 1989 to 1993 he held various management positions from 1993 until 2001 at Rheinmetall-Group, most recently as vice-chairman of the management board of Rheinmetall DeTec AG and – in personal union – as chairman of the management board of STN Atlas Elektronik GmbH. Since 2001 Mr. Grillo is member of the management board of Grillo-Werke AG, Duisburg, Germany, where he became the chairman of the management board in 2004.

 

Member since: July 14, 2015

Chair of E-Business and E-Entrepreneurship at the University of Duisburg-Essen

Membership in analogous domestic and international supervisory bodies of business corporations (as of March 1, 2016)

  • Mountain Partners AG, Switzerland, Member of the Administrative Board

Vita:
Prof. Dr. Tobias Kollmann (born in 1970) holds a Master’s Degree in Macro Economics from the Universität Trier (University of Trier). Since 1996 he has addressed research questions in the fields of the Internet, E-business, and E-commerce. Since 2005 he holds the chair for e-business and e-entrepreneurship at the Universität Duisburg-Essen (University of Duisburg-Essen). As a co-founder of AutoScout24, he is among the pioneers of the German internet economy and electronic marketplaces. In 2012 he was recognized as Business Angel of the Year by the Business Angels Network Germany e.V. In 2013, Prof. Kollmann was appointed chairman of the Junge Digitale Wirtschaft (Young Digital Economy) advisory board of the German Federal Ministry for Economic Affairs and Energy and since 2014 he has been appointed as digital economy commissioner for the State of North Rhine-Westphalia by the minister of economic affairs, Mr. Garrelt Duin. Prof. Dr. Kollmann is member of the administrative board of Mountain Partners AG.

Member since: May 13, 2016

CEO of RITTAL International Stiftung & Co. KG and Chairman of the Management Board of Rittal GmbH & Co. KG

Membership in analogous domestic and international supervisory bodies of business corporations (as of July 1, 2016)

  • None

Vita:
Prof. Dr. Köhler (born in 1956) holds the degree of Diplom-Ingenieur (Certified Engineer). He studied at Clausthal University of Technology, where he also gained his PhD. Prof. Dr. Köhler started his career with Thyssen Stahl AG in 1980. In 1988 he switched to Hoesch AG (later: Krupp Hoesch Stahl AG), where he was appointed to the management board in 1996. In 1997, he was appointed as member of the management board of ThyssenKrupp Steel AG. In 2001 he was appointed as CEO of ThyssenKrupp Steel AG and as of 2005 at the same time member of the management board of ThyssenKrupp AG. In 2005, he was awarded an honorary professorship by Technical University Bergakademie Freiberg. From 2010 to the beginning of 2016, he was the Chairman of the management board of Tata Steel Europe limited (formerly: Corus Group PLC). Since July 1, 2016, Prof. Dr. Köhler is the CEO of RITTAL International Stiftung & Co. KG and chairman of the management board of Rittal GmbH & Co. KG.

Member since: May 13, 2016

Entrepreneur, owner and chairman of Friedhelm Loh Stiftung & Co. KG (as well as managing director of further companies of Friedhelm Loh Group)

Membership in other legally mandated supervisory boards (as of May 13, 2016)

  • KUKA Aktiengesellschaft, Member of the Supervisory Board
  • Deutsche Messe AG, Member of the Supervisory Board

Membership in analogous domestic and international supervisory bodies of business corporations (as of May 13, 2016)

  • Cito Benelux B. V., Zevenaar, the Netherlands, Commissarissen*)
  • Cito Benelux (Onroerend Goed) B. V., Zevenaar, the Netherlands, Commissarissen*)
  • Rittal Corporation, Urbana (OH), USA, Chairman of the Board*)
  • Rittal Electrical Equipment (Shanghai) Co. Ltd., Shanghai, China, Legal Representative and Chairman of the Board*)
  • Rittal Electro-Mechanical Technology (Shanghai) Co. Ltd., Shanghai, China, Legal Representative and Chairman of the Board*)
  • Fraunhofer-Gesellschaft zur Förderung der angewandten Forschung e. V., Senator

*) Group mandates at Friedhelm Loh Group

Vita:
Dr. Loh (born in 1946) successfully completed between 1963 and 1966 an apprenticeship as high voltage electrician and subsequently a business apprenticeship. He is entrepreneur and since 1974 shareholder and chairman of the management board of Rittal GmbH & Co. KG and since 1989 owner and chairman of Friedhelm Loh Stiftung & Co. KG, the holding company of the Friedhelm Loh Group. Between 2006 and 2014, Dr. Loh was president of the Zentralverband Elektrotechnik- und Elektronikindustrie (ZVEI) and vice president of the Federation of German Industries (Bundesverband der Deutschen Industrie; BDI). Meanwhile, he is life time honorary president of ZVEI.

Member since: June 20, 2007

Former Member of the Board of Management of HOCHTIEF Aktiengesellschaft, Essen

Membership in analogous domestic and international supervisory bodies of business corporations
(as of July 1, 2016)

  • None

Vita:
Dr. Vater (born in 1942) holds a Master’s Degree in Macro-Economics from the university of Freiburg, Germany. After working as an Assistant Auditor at PwC Accounting Firm from 1969 to 1971, he held various management positions from 1972 to 1987 with Mannesmann Demag AG and at the BATIG Group, most recently as the commercial director of Pegulan AG. In 1988, Dr. Vater was named a member of the management board of MAN Gutehoffnungshütte AG, where he later became the chairman of the management board. From 1996 to 2006, Dr. Vater held the position as CFO on the management board of HOCHTIEF AG.

Below you can find an overview of the presence of all Supervisory Board members at the respective meetings.

Responsibilities Members Number of attendance/meetings
Supervisiory Board Prof. Dr. Dieter H. Vogel *) 4/4
  Dr. Michael Rogowski 4/4
  Robert J. Koehler (until May 17, 2015) 1/2
  Ulrich Grillo 4/4
  Hauke Stars 4/4
  Dr. Hans-Georg Vater 4/4
  Prof. Dr. Tobias Kollmann (from July 14, 2015) 2/2
Responsibilities Members Number of attendance/meetings
Executive Committee Prof. Dr. Dieter H. Vogel *) 5/5
  Dr. Michael Rogowski 5/5
  Ulrich Grillo 5/5
Responsibilities Members Number of attendance/meetings
Audit Committee Dr. Hans-Georg Vater *)**) 6/6
  Dr. Michael Rogowski 6/6
  Prof. Dr. Dieter H. Vogel 6/6

 

*) Chair
**) Independent financial expert within the meaning of Section 100 (5) German

According to Article 14 of the company’s Articles of Association, each member of the Supervisory Board is entitled to fixed annual remuneration of EUR 40,000, allocated pro rata temporis in the event of personnel changes during the fiscal year.  In addition, members of the Supervisory Board shall receive an attendance fee of EUR 2,000 for each meeting and reasonable out-of-pocket expenses and value-added tax are reimbursed. The Chairman of the Supervisory Board receives two-and-a-half times, his or her deputy one-and-a-half times and the Chairman of the Audit Committee one-and-a-quarter times the fixed compensation. The Chairman of the Supervisory Board and any Chairman of a Supervisory Board committee each receive two-and-a-half times and their deputies one-and-a-half times the attendance fee.

Rules of Procedure for the Supervisory Board

of

Klöckner & Co SE, Duisburg

 

as per 16 July 2008
last amended on 15 September 2015
 
Pursuant to sec. 11 of the articles of association of Klöckner & Co SE, the supervisory board has adopted the following Rules of Procedure on 16 July 2008, that became effective on 8 August 2008 and that have last been amended as of 15 September 2015.

 

Section 1 General
(1)    The supervisory board shall conduct its business in accordance with the laws, the articles of association, the German Corporate Governance Code, to the extent that the supervisory board has resolved to comply with it and these Rules of Procedure. Its members shall have equal rights and duties and are not bound to obey instructions.
(2)    The supervisory board has the task to advise and supervise, on a regular basis, the management board in its management of the enterprise. The supervisory board must be involved in decisions which are of fundamental importance to the enterprise. The supervisory board and the management board shall cooperate closely for the good of the enterprise. 
(3)    The members of the supervisory board shall possess the knowledge, abilities and expert experience necessary in order to carry out their tasks, and must be independent.
(4)    Each member of the supervisory board is obliged to work in the interests of the enterprise. No member shall pursue any personal interests through his work, nor shall a member exploit for himself business opportunities to which the enterprise is entitled. 
(5)    Each member of the supervisory board shall disclose conflicts of interests to the supervisory board or the chairman of the supervisory board. This shall apply in particular to conflicts of interest arising from a position as consultant to or board member of companies which are customers, suppliers, lenders or other business partners of the enterprise, as well as significant competitors. The chairman of the supervisory board shall disclose own conflicts of interest to the Deputy Chairman or the presidium, if one exists.
(6)    The supervisory board shall regularly examine the efficiency of its work.

 

Section 2 Chairman, Deputy Chairman
(1)    The chairman of the supervisory board shall be elected pursuant to sec. 10 of the articles of association.
(2)    Until the conclusion of the election of the chairman of the supervisory board, the election session shall be chaired by the most senior attending member of the supervisory board (in years of age).
(3)    If the chairman of the supervisory board or his deputy resigns from office during their term of office, the supervisory board shall without delay hold a new election for this position. Sec. 10 (1) of the articles of association shall apply. 
(4)    The chairman of the supervisory board shall represent the supervisory board vis-à-vis the management board and externally (sec. 10 (3) of the articles of association). He shall submit and accept declarations on behalf of the supervisory board. 
(5)    The deputy chairman of the supervisory board shall have all rights and duties of the chairman if the chairman of the supervisory board is prevented from doing so. 

 

Section 3 Information, Consent Requirements
(1)    The management board shall inform the supervisory board regularly, promptly, comprehensively and, as a rule, in writing of all matters of business politics, strategy, planning, business development, risks, risk management and compliance which are of relevance for the enterprise. It shall discuss with the board at regular intervals the state of strategy implementation and shall address in detail and give reasons for deviations of the business development from the planning and the budget. Besides that, article 41 SE-Regulation and, in addition, sec. 90 of the German Stock Corporation Act shall apply to reports to the supervisory board.
(2)    The chairman of the supervisory board shall maintain regular contact with the management board, particularly with the chairman of the management board, and shall consult with him regarding the strategy, business development and risk management of the enterprise. The chairman of the management board shall inform the chairman of the supervisory board without delay of any important matters which are of significance for the assessment of the status, development and management of the Klöckner & Co group. If it is not suitable to wait until the next ordinary supervisory board meeting, the chairman of the supervisory board shall then inform the supervisory board and shall, if necessary, convene an extraordinary meeting of the supervisory board.
(3)    In the rules of procedure for the management board which are to be issued by the supervisory board pursuant to sec. 6 (3) of the articles of association, the supervisory board stipulates measures and transactions that require its consent, including the transactions listed in sec. 8 (2) of the articles of association. The list of transactions requiring consent pursuant to Appendix 1 of the rules of procedure for the board of management may be expanded or reduced at any time by resolution of the supervisory board, even without the consent of the management board but by obeying the articles of association.
(4)    The supervisory board shall review the annual financial statements, the group financial statements and the management report of Klöckner & Co SE and the group, as well as the management’s proposal on the use of profits. The auditor shall participate in the discussions of the supervisory board on these documents and shall report on the main findings of its audit. The supervisory board shall resolve on the approval of the annual financial statements and the group financial statements as well as on the management’s proposal on the profit distribution and the report of the supervisory board to the shareholders’ meeting. 

 

Section 4 Meetings
(1)    The meetings of the supervisory board shall take place at the Company’s registered offices or at another meeting venue stated in the invitation. The supervisory board shall hold at least two meetings per half calendar year. These meetings shall in particular have the following purposes: 
(a)    to consult on fundamental issues of business politics and business management; 
(b)    to inform the supervisory board about the position of the enterprise, particularly about the market situation as well as the development of sales, turnover and profits and the financial condition of the Company and the group; 
(c)    to inform the supervisory board on the profitability and liquidity of the enterprise, and on business matters which may be of considerable importance for the future profitability and liquidity of the enterprise, as well as 
(d)    to adopt the resolutions provided for by the law and the articles of association.
    The dates and meeting venues for the regular meetings shall be set as early as possibly. Extraordinary meetings shall be convened as often as is necessary. 
(2)    The meetings of the supervisory board and adoptions of resolutions shall be prepared by the chairman of the supervisory board with the assistance of the management board. The chairman of the supervisory board may instruct the management board to carry out the technical implementation of the invitation. 
(3)    The meetings of the supervisory board shall be convened by the chairman of the supervisory board in writing, observing a notice period of two weeks, not counting the date of dispatch and the date of the meeting. The invitation may also be sent by fax or email, provided that the supervisory board member has not excluded this option in writing, by fax or by email vis-à-vis the chairman of the supervisory board. The venue and time of the meeting as well as the agenda shall be stated in the invitation. In urgent cases, the invitation may be made orally or in another appropriate manner with a reduced notice period; in any case, however, there should be a period of three days between the day of convening and the meeting. 
(4)    The individual agenda items on which a resolution is contemplated shall, to the extent possible, be formulated precisely enough to enable members of the supervisory board who are unable to attend to submit their vote in writing. The members of the supervisory board shall be provided in advance with detailed information material on all subjects of discussion. This material shall be issued either along with the convening notice or in good time before the meeting. Each member shall have the right to demand by written declaration to the chairman of the supervisory board, at the latest ten days before the meeting, that the agenda be extended by certain items. The chairman of the supervisory board shall inform the members of the supervisory board of such applications. 
(5)    Members of the supervisory board may participate in meetings by means of telephone or video conference, unless the board’s supervisory tasks pursuant to article 40 (1) SE-Regulation cannot be adequately fulfilled in this way. The chairman of the supervisory board shall decide at his reasonable discretion whether the latter is the case. A member of the supervisory board who wishes to participate in a meeting by means of telephone or video conference shall inform the chairman of this wish at the latest five days before the meeting.
(6)    Meetings of the supervisory board shall be chaired by the chairman of the supervisory board; in the event that he is unable to attend, his deputy shall chair the meeting. He shall determine the sequence in which the agenda items are dealt with and the way the votes are cast. If neither the chairman nor his deputy is in attendance, a new meeting shall be convened. However, in urgent cases, the supervisory board may decide that the most senior member of the supervisory board (in years of age) shall chair the meeting.
(7)    Matters or applications which are not on the agenda or of which the members of the supervisory board were not properly informed may only be admitted to discussion and resolution if no participating board member objects to such and all non-participating board members subsequently declare their consent with the passing of the resolution in writing within an appropriate period to be set by the chairman of the supervisory board. Furthermore, all non-participating members of the supervisory board shall be given the opportunity to subsequently submit their vote to the chairman of the supervisory board regarding the subjects of resolution within a reasonable period to be set by the chairman of the supervisory board.
(8)    If a member of the supervisory board has participated in a meeting, he may no longer assert objections to the resolutions adopted based on lacking correctness of the invitation after the conclusion of the meeting.
(9)    Members of the board of management participate in the meetings of the supervisory board provided that the supervisory board does not decide otherwise in individual cases. The supervisory board may, upon the application of individual board members or of the management board, consult experts and other persons for information on individual agenda items. Members of the management board may, if called upon by the relevant committee, be involved in committee meetings. 

 

Section 5 Adoption of Resolutions
(1)    Resolutions of the supervisory board shall, as a rule, be adopted during meetings. The supervisory board shall adopt resolutions by simple majority unless otherwise provided for by the law or the articles of association. This shall also apply to elections. The form of voting shall be determined by the chairman. If a ballot results in a tie of votes, the vote of the chairman of the supervisory board shall be decisive. 
(2)    The supervisory board shall be competent to pass a resolution if all its members have been properly invited and at least half of them are present or represented at the adoption of resolutions. 
(3)    Adoption of resolutions by the supervisory board – outside of meetings – which take place in writing, by fax, telephone or other comparable means (e.g. electronically), or a combination of these methods, including voting during meetings, shall be permissible as decided by the chairman of the supervisory board, so long as no member objects to this procedure. The chairman of the supervisory board shall inform all members of the supervisory board of the proposed wording of the resolution and any reasons given. In the event that a resolution is adopted in writing, consent may be granted by returning the signed resolution text. The chairman of the supervisory board may instruct the board of management to carry out the technical implementation of the resolution. Resolutions adopted outside of meetings shall be established in writing by the chairman of the supervisory board and forwarded to all supervisory board members. 

 

Section 6 Committees
(1)    The supervisory board may form committees. If such committees are entrusted with the adoption of resolutions, they must have at least three members.
(2)    The committees shall, in the name and on behalf of the supervisory board as a whole, assume the functions transferred to them by special resolutions of the supervisory board. The supervisory board should form at least a presidium and an audit committee.
(3)    The presidium shall comprise the chairman of the supervisory board as the chairman of the committee and his deputy, as well as one other member.
(a)    The presidium shall propose suitable candidates to the supervisory board for the supervisory board's recommendation to the general meeting on the election of supervisory board members (nomination committee). Members of the supervisory board shall usually not be appointed for terms of office beyond their 75nd year of age. The length of membership in the Supervisory Board shall generally not exceed 15 years. Supervisory board members shall not hold offices or other management or advisory functions at significant creditors, competitors, customers or suppliers of the Company (potential conflicts of interest), unless such company is a controlling shareholder of the Company. Two thirds of the members of the supervisory board shall be independant pursuant to item 5.4.2 GCGC. In terms of creating diversity, it is intended to have a broad composition of the supervisory board having due regard to the Company's interests. 
    Therefore, when nominating, it shall be considered that the supervisory board, if possible, also consists of members, that
        - are female;
        - have their professional or private principal residence in a country (other than Germany) that is of particular importance for the Company;
        - are younger than 60 years of age and
        - meet the requirements of sec. 100 para. 5 of the German Stock Corporation Act (Financial Expert).

(b)    The presidium shall propose suitable candidates to the supervisory board for the appointment as members of the board of management and, in particular, proposes their remuneration (personnel committee). Member of the board of management shall usually not be appointed for terms of office beyond their 67th year of age.
(c)    The presidium further shall adopt resolutions in urgent matters (committee for urgent matters).
(4)    The composition of the audit committee and its functions shall comply with legal regulations and the German Corporate Governance Code.
(5)    The supervisory board shall appoint one committee member as chairman of the committee.
(6)    The committee chairman may consult members of the supervisory board who are not members of the committee in an advisory capacity. Members of the supervisory board who are not members of the committee may participate in the committee meetings in an advisory capacity if the chairman of the supervisory board does not decide otherwise.
(7)    The committees shall be convened by the respective chairman. Each member shall have the right to apply to the chairman for a convening of the committee stating the reason for this. Meetings shall be convened as often as seems necessary. As a rule, the notice period for convening a meeting must be not less than three working days. 
(8)    The committees shall be competent to pass resolutions only if at least half of its members, in any case at least three members, participate in the resolution. Resolutions of the committees shall be adopted with a simple majority of votes unless otherwise provided for by the law and the articles of association. If a ballot results in a deadlock, the vote of the chairman of the supervisory board shall be decisive provided that he is a member of the committee. In other respects, sec. 4 (2) to (9) and sec. 5 shall apply accordingly. 
(9)    The chairmen of the committees shall report on the work of the committees in the next meeting of the supervisory board. 

 

Section 7 Minutes
(1)    Minutes shall be drawn up of the meetings of the supervisory board and of the committees; these shall be signed by the chairman of the relevant meeting. The members of the supervisory board and the management board shall receive copies of the minutes. To the extent that the content of the minutes of a committee meeting is of a particularly confidential nature, the distribution of copies may be replaced by the right of inspection.
(2)    The content of the minutes shall be governed by sec. 107 para. 2 of the German Stock Corporation Act. Moreover, it shall reflect the main content of the management board’s report, unless documentation on this matter has been distributed in advance or during the meeting.
(3)    The chairman of the supervisory board may delegate the recording of minutes to the management board or enlist a recording clerk.
(4)    The minutes shall be deemed to be approved if no members of the supervisory board raise any objections vis-à-vis the chairman of the supervisory board within four weeks of dispatch of the minutes. If the chairman is not able to resolve the objection, the objection shall be decided upon at the next meeting. Urgent resolutions shall be recorded in the final wording and adopted immediately in the respective meeting.

 

Section 8 Confidentiality
(1)    The members of the supervisory board shall – even after resigning from office – observe secrecy with regard to confidential information and secrets of the Company, particularly operational and business secrets, which have become known to them through their work in the supervisory board.
(2)    If a member of the supervisory board wishes to make available to third parties any information which it has obtained in its capacity as member of the supervisory board, the supervisory board shall decide beforehand on the permissibility of this making available of information.
(3)    Written reports of the management board to the supervisory board shall be handed over to the members of the supervisory board unless decided otherwise by the supervisory board in individual cases. Each member of the supervisory board shall have the right to inspect audit reports of the auditors, dependent company reports and special reports (if any). It shall only be possible to refrain from making available reports to the members of the supervisory board if the supervisory board decides to send them to the members of a committee.

 

Section 9 Validity
These rules of procedure shall be valid irrespective of a re-configuration of the supervisory board or a change in its members, unless they are amended by resolution. 

Further Information on the Supervisory Board and its Functioning

  • Where appropriate, the Supervisory Board makes use of external experts and relevant studies.
  • Costs of external training for Supervisory Board members are met by the Company.
  • The Supervisory Board is to be composed in such a way that, taken together, its members possess the knowledge, skills and professional experience required for the proper execution of their duties. When proposing candidates to the Annual General Meeting, the Supervisory Board’s Rules of Procedure stipulate that, alongside factors qualifying a potential candidate such as management experience and industry knowledge, fundamental consideration must also be given to diversity in the composition of the Supervisory Board. Moreover, Supervisory Board members should not, as a rule, be appointed after the age of 75. The regular limit for terms on the Supervisory Board has been set at 15 years. In addition, to avoid potential conflicts of interest, the Supervisory Board members should not be employed with major lenders, competitors, customers or suppliers unless such parties are controlling shareholders of the Company. Another objective laid out in the Rules of Procedure is that two-thirds of the members of the Supervisory Board be independent within the meaning of Section 5.4.2 of the Code. In assessing the independence of its members, the Supervisory Board refers to the criteria specified in the recommendation by the European Commission of February 15, 2005 (Appendix 2 to the Commission’s recommendation of February 15, 2005 regarding the duties of non-managing directors/supervisory board members/listed companies and regarding management/supervisory board committees [2005/162/EC]). Finally, the nomination must take into account that the Supervisory Board should have at least one financial expert to satisfy the requirements of Section 100 (para 5) of the German Stock Corporations Act (AktG).
  • The Supervisory Board dedicates one meeting p.a. primarily to the Company’s strategy and business model
  • The Company has not granted loans to any members of its Supervisory Board. Apart from their roles as members of an executive body, the Supervisory Board members do not have any legal affiliation with the company.