The Supervisory Board conducts its work both in plenary sessions and in individual committees. It has created the following six committees from among its members:
Supervisory Board Committees
Presiding Committee
The Presiding Committee prepares Supervisory Board meetings and decisions relating to personnel matters. It takes decisions in place of the Supervisory Board on employment contracts for Executive Board members as well as additional Executive Board matters and regularly discusses and reviews the remuneration system for the Executive Board. In addition, the Commitee examines the efficiency with which the Supervisory Board performs its duties and has a competence to decide instead of the Supervisory Board in urgent matters.
Members:
Prof. Dr. Reinhard Pöllath (Chairman)
Wolfgang Herz
Frédéric Pflanz
Barbara Wentzel
Audit Committee
The Audit Committee prepares the decisions of the Supervisory Board on the annual and consolidated financial statements, the proposal to the Annual General Meeting on the election of the auditors, and the agreement with the auditors. The Audit Committee also monitors the auditor’s independence and addresses the additional services that they provide. It advises and supervises the Executive Board on questions relating to accounting and the effectiveness of the internal control system, the risk management system, and the internal audit system.
Members:
Uta Kemmerich-Keil (Chairwoman)
Jan Koltze
Olaf Papier
Frédéric Pflanz
Prof. Dr. Reinhard Pöllath
Finance Committee
The Finance Committee monitors the corporate policy in the areas of finance (including financing and investment strategy), financial control, tax, and insurance. It decides in place of the Supervisory Board on approval for raising and granting loans, on the assumption of liability for third-party liabilities, and on investment transactions. In addition, the Finance Committee advises and supervises the Executive Board on compliance.
Members:
Frédéric Pflanz (Chairman)
Uta Kemmerich-Keil
Jan Koltze
Olaf Papier
Prof. Dr. Reinhard Pöllath
Personnel Committee
The Personnel Committee regularly discusses long-term succession planning for the Executive Board (including remuneration structure). It addresses the diversity concept for the composition of the Executive Board and the manner of its implementation. Further, it proposes a target for the proportion of women on the Executive Board as well as a deadline for achieving it.
Members:
Frédéric Pflanz (Chairman)
Hong Chow
Uta Kemmerich-Keil
Olaf Papier
Doris Robben
Kirstin Weiland
Digital & ESG Committee
The Digital & ESG Committee supervises the Group’s digital strategy, in particular regarding the effectiveness of the digital transformation and business processes & systems. In addition, it addresses sustainable corporate governance in relation to ESG criteria, including strategies, objectives and initiatives.
Members:
Donya-Florence Amer (Chairwoman)
Hilde Cambier
Uta Kemmerich-Keil
Frédéric Pflanz
Doris Robben
Barbara Wentzel
Nomination Committee
The Supervisory Board formed in accordance with Recommendation D.5 of the German Corporate Governance Code a Nomination Committee. The Nomination Committee is composed of shareholder representatives and proposes suitable candidates to the Supervisory Board for recommendation to the Annual General Meeting.
Members:
Prof. Dr. Reinhard Pöllath (Chairman)
Hong Chow
Uta Kemmerich-Keil
Frédéric Pflanz
Mediation Committee
The Mediation Committee, formed in accordance with § 27 (3) of the Mitbestimmungsgesetz (German Co-determination Act), submits proposals to the Supervisory Board regarding the appointment of Executive Board members in cases where the required two-thirds majority was not reached in the first round of elections.
Members:
Prof. Dr. Reinhard Pöllath (Chairman)
Barbara Wentzel
Olaf Papier
Frédéric Pflanz