The Supervisory Board has established a Mediation Committee, pursuant to Section 27 (3) of the Codetermination Act, as well as a Personnel Committee, an Audit Committee and a Nominations Committee, all of which are made up of members of the Supervisory Board. The Chairman of each committee reports back to the Supervisory Board on a regular basis (no later than the next full meeting) on the key results of the committees’ discussions.
The function of the Personnel Committee is to prepare the ground for decisions of the Supervisory Board in relation to human resources, in particular, the appointment and removal of members of the Board of Directors and the nomination of the President & Chief Executive Officer, as well as with regard to the Companys compensation structure and the issue of determining and reviewing total compensation for the respective members of the Board of Directors. The Personnel Committee may itself decide on certain transactions instead of the Supervisory Board. In such cases, it must have due regard for the requirements of the law and the provisions of the Supervisory Board’s Rules of Procedure. The Personnel Committee is made up of four members – two representatives of the shareholders and two representatives of the employees. The Chairman of the Personnel Committee is Karl-Heinz Stiller.
The Audit Committee prepares the decisions of the Supervisory Board with regard to the approval of the annual accounts and adoption of the Group financial statements. It handles issues relating to the supervision of accounting processes, the efficacy of the internal control system, the risk management system and the internal auditing system, as well as financial statements auditing, in particular with regard to the issuing of the audit mandate to the auditor, the independence of the auditor, the determination of auditing focal points and the fee agreement, as well as other services performed by the auditor. The Audit Committee also supports the Supervisory Board in monitoring the activities of the Board of Directors and monitors observance of the risk and opportunity management system. Additionally, it handles issues relating to the assessment of the compliance system. The Audit Committee is also made up of four members, i.e., two representatives of the shareholders and two representatives of the employees. The Audit Committee is chaired by Hero Brahms.
The role of the Nominations Committee is to propose suitable candidates to the Supervisory Board whom the latter can then propose, in turn, to the Annual General Meeting (AGM) for election to the Supervisory Board. Subsequently, all such candidates can be elected by shareholders at the AGM. The Nomination Committee, which comprises three members, is composed exclusively of shareholder representatives. The Chairman of the Nominations Committee is Karl-Heinz Stiller.
