To Our Shareholders
Committees of the Supervisory Board
The Supervisory Board has formed the following committees based on the statutory provisions and the provisions of its rules of procedure. The following table provides an overview of the tasks, the regulated number of meetings, the actual number of meetings in the past fiscal year, the planned number of members, and the actual number of members as at the date of publication of this statement.
| Committees of the Supervisory Board | |||||
|---|---|---|---|---|---|
| Committee | Functions | Regular number of meetings | Meetings 2024 | Regular number of members | Members |
| Finance and audit committee | > Preparation of resolutions in the area of finance and audit-related resolutions > Addressing in particular > the audit of accounts > the supervision of the accounting process > the effectiveness of the internal control system, the risk management system, the internal audit system, the audit of accounts, and compliance > Statement of opinion > on the business plan and plan changes that require approv-al, on the annual and consolidated financial statements, on the Executive Board recommendation for the appropriation of profits, on the combined management report, on the com-bined non-financial statement, on the audit report of the auditor of the financial statements and of other auditors, on the Supervisory Board’s recommendation for the audit report, and on the discharge of the Executive Board > on the awarding of the audit mandate to the auditor, the fee agreement and the stipulation of the focus of the audit > The finance and audit committee is responsible for the auditor selection process > It monitors the independence of the auditor and the quality of the audit of accounts. In this regard, it provides its advance consent to all of the auditor’s legitimate non-audit services. |
4 | 6 | 8 | Dr. Margarete Haase (Chair) Mathias Venema (Vice-Chair) Devrim Arslan Dr. Bastian Bergerhoff Sidar Kaya Lothar Klemm Sonja Wärntges Özgür Yalcinkaya |
| Investment and capital expenditure committee |
> Preparation of resolutions relating to capital expenditure, resolutions or decisions concerning the founding, acquisition, and sale of Group companies and ongoing monitoring of the economic development of existing Group companies > Final decision on the creation, acquisition, or sale of direct or indirect Group companies if the obligation or entitlement of the company arises from a capital expenditure or an invest-ment-related action between €10,000,000.01 and €30,000,000 > Final decision on the acquisition or disposal of, or charge on property or land rights between €5,000,000.01 and €10,000,000 > Statement of opinion on the capital expenditure plan and on capital expenditure reporting |
4 | 4 | 8 | Lothar Klemm (Chair) Felix Kreutel (Vice-Chair) Karina Becker-Lienemann Kathrin Dahnke Frank-Peter Kaufmann Karin Knappe Matthias Pöschko Prof. Dr.-Ing. Katja Windt |
| Human resources committee | > Preparation of resolutions in the area of human resources > Statement of opinion, in particular on changes in headcount, fundamental issues relating to collective bargain-ing law, the payment system, the employee investment plan, matters concerning the company retirement plan |
4 | 4 | 8 | Hakan Bölükmese (Chair) Frank-Peter Kaufmann (Vice-Chair) Karina Becker-Lienemann Dr. Bastian Bergerhoff Sidar Kaya Karin Knappe Sonja Wärntges Prof. Dr.-Ing. Katja Windt |
| Executive committee | > Preparations for the appointment of members of the Execu-tive Board and the conditions of employment contracts, including remuneration > Final decision concerning outside activities of members of the Executive Board that require the approval of the Super-visory Board |
As needed | 3 | 8 | Chairman of the Supervisory Board Michael Boddenberg (ex officio) Vice Chairman Mathias Venema (ex officio) Hakan Bölükmese Dr. Margarete Haase Mike Josef Frank-Peter Kaufmann Matthias Pöschko Özgür Yalcinkaya |
| Committee in accordance with Section 27 of the MitbestG (Mediation committee) | > Preparation of a recommendation on the appointment or dismissal of members of the Executive Board if the entire Supervisory Board does not reach such decision | As needed | 0 | 4 | Chairman of the Supervisory Board Michael Boddenberg (ex officio) Vice Chairman of the Supervisory Board Mathias Venema (ex officio) Hakan Bölükmese Lothar Klemm |
| Nomination committee | > Recommendation of suitable candidates to the Supervisory Board for its recommendations to the AGM | As needed | 0 | 3 | Chairman of the Supervisory Board Michael Boddenberg (ex officio) Dr. Margarete Haase Mike Josef |