Corporate Governance Report
The following is the Management Board’s and Supervisory Board’s report on the regulations of the German Corporate Governance Code. The management of NORMA Group is dedicated to achieving sustained economic success while complying with the company’s social responsibility. Transparency, responsibility and sustainability are the principles that determine its actions.
Declaration of Conformity with the German Corporate Governance Code
The Supervisory Board and Management Board of NORMA Group SE have examined in detail which recommendations and suggestions of the German Corporate Governance Code NORMA Group SE should follow and explain which recommendations are deviated from and which reasons were decisive for this. The current Declaration of Conformity dated December 17, 2021, and all other previous Declarations of Conformity are published in the Investor Relations section of NORMA Group’s website. www.normagroup.com
The declaration of December 17, 2021, reads as follows:
With the following exceptions, NORMA Group SE (“the Company”) has complied since its last declaration was submitted, and will continue to comply, with the recommendations of the German Corporate Governance Code in de version of December 16, 2019, published on March 20, 2020, by the Federal Ministry of Justice in the official section of the Federal Gazette (‘Bundesanzeiger’):
Change of control (G.13 1st sentence)
The service agreements of two members of the Management Board provide for a special right of termination in the event of a change of control. If these service contracts end as a consequence of such special termination right, the company shall pay severance at the termination date amounting to one and a half times the severance cap, but not more than the value of the remuneration for the remaining term of the service contract. This is a transitional arrangement. This special right of termination is no longer included in the service contract with the new member of the Management Board.
Remuneration of the Chair of the General and Nomination Committee (G.17)
Until the resolution passed at the annual general meeting dated May 20, 2021, the chairman of the general and nomination committee who is also chairman of the Supervisory Board did not receive any additional remuneration for being the chairman of this committee. Since May 21, 2021, the remuneration for Supervisory Board membership also takes account of the larger time commitment for the chair of the general and nomination committee so that there is now no longer any deviation from recommendation G.17
No recommendation of the German Corporate Governance Code was not applicable due to overriding statutory provisions.
Published documents on remuneration and auditor’s opinion
The Remuneration Report for the last fiscal year, the auditor’s opinion, the applicable remuneration system and the most recent resolution on remuneration are publicly available on the company’s website. WWW.NORMAGROUP.COM
Information on Corporate Governance practices
In addition to the statutory regulations on Corporate Governance practices, further internal regulations can be found in the Articles of Association of NORMA Group SE, the Rules of Procedure of the Supervisory Board and the Management Board WWW.NORMAGROUP.COM Further rules of conduct result from the compliance guidelines presented below. WWW.NORMAGROUP.COM
Compliance
NORMA Group SE’s compliance organization seeks to prevent violations of laws and other rules, in particular through preventive measures. Nevertheless, if there is evidence of violations, these matters are investigated promptly and thoroughly and the necessary consequences are taken. Findings are used to take steps to reduce the risk of future violations. Concrete steps are defined, implemented and tracked annually in a “Compliance Action Plan.”
Group-wide compliance activities are managed by the Chief Compliance Officer of NORMA Group SE, who reports to the Chairman of the Management Board. In addition to the Compliance Department in place at Group level, there are Compliance Delegates at the regional and individual company levels. The three regional Compliance Delegates for the EMEA, Americas and Asia-Pacific regions report to the Compliance department at NORMA Group. In addition, each operating Group company has its own local Compliance Delegate, who reports to the respective Regional Compliance Delegate. The Supervisory Board monitors compliance with the compliance rules vis-à-vis the Management Board.
The compliance organization conducts regular risk analyses together with the respective units, functions and departments in order to determine and monitor the risk profile of countries, Group companies and functions. Among other measures, an assessment system is used that takes both internal and external factors into account (Transparency International’s Corruption Perception Index, for example). Based on the global and local risk analyses, the compliance organization identifies the respective need to take action and initiates the appropriate measures.
Employee training courses are held regularly on selected risk areas and important current topics or developments. In addition to training on specific focus topics, all employees worldwide are trained on the basic compliance rules and important content of the compliance policies. Participation in these training courses is monitored. Among the training courses of basic importance, which must be completed as basic training by all NORMA Group employees with a PC workstation, are the online training courses “Code of Conduct & Compliance Basics” and “Anti-Corruption.” Depending on their job profile, employees are also required to take part in specific focus training courses (including “Antitrust and Competition Law”). In the past fiscal year, Compliance Safety Cards were developed for employees without a PC workstation, particularly those in the area of production. In the future, these will be made available in all relevant languages and will clearly communicate relevant compliance topics. The compliance organization also offers face-to-face training on an ad hoc basis. Employees also receive relevant, up-to-date compliance information regularly and on an ad hoc basis via various information channels, for example the intranet, brochures, e-mails and notices.
The COMPLIANCE GUIDELINES of NORMA Group are an important means of communicating to employees NORMA Group’s understanding of compliance and demonstrating their ethical and legal obligations. All compliance documents are reviewed regularly and, if necessary, adapted to new legal or social requirements and thus always kept up to date. The compliance guidelines also include requirements in the area of HUMAN RIGHTS including forced and child labor, freedom of association and anti-discrimination).
Suppliers are subject to their own code of conduct (“Supplier Code of Conduct”), which was also fundamentally updated and published. The Supplier Code of Conduct is intended to help ensure that laws and ethical rules are also observed within NORMA Group’s supply chain. The compliance guidelines are reviewed regularly to determine whether any changes are necessary and updated accordingly.
NORMA Group encourages its employees to report violations of regulations and internal guidelines, if necessary also across hierarchy levels. In addition to personally approaching superiors, the HR department or the Compliance Delegates, an Internet-based whistleblower system is available for this purpose (INTRODUCTION BKMS-SYSTEM.NET). This whistleblower system allows internal and external whistleblowers to report suspicious cases to NORMA Group’s compliance organization and, if necessary, to maintain their anonymity. In cases where the electronic whistleblower system cannot be easily used by employees for technical or organizational reasons (for example, lack of PC access by employees in production), NORMA Group offers other suitable reporting channels, such as information boxes at production sites. In addition, any member of NORMA Group’s compliance organization can be contacted at any time regarding all questions and issues related to compliance.
Both the suitability and the adequacy of the reporting system are reviewed regularly – with regard to the requirements of the “Directive (EU) 2019/1937 of the European Parliament and of the Council of October 23, 2019, on the protection of persons who report infringements of Union law” (the so-called “Whistleblower Protection Directive”), for example. The system is adapted if necessary. In view of the fact that in many cases the Whistleblower Protection Directive has not yet been transposed into the national law of the EU Member States, further developments are monitored closely and any adjustments necessary are made.
In the past fiscal year, preparations were also made to further enhance the usability and user-friendliness of the electronic whistleblowing system; these changes are expected to be implemented in 2022. In addition to the expansion of the electronic whistleblowing system implemented last year to include a system-integrated case processing and documentation module, further compliance processes are to be gradually mapped in the system in the future. A comprehensive training concept was developed in the past fiscal year for the mapping of compliance-defined, mandatory approval processes in a workflow-supported IT system.
The members of the compliance organization investigate any indications of compliance violations. If violations of compliance rules are discovered or if weaknesses in the organization are identified, the management initiates the necessary and appropriate measures in consultation with the compliance organization in a timely manner. These measures range, depending on the specific individual case, for example, from targeted training measures to changes in organizational procedures to disciplinary measures including termination of employment.
Corporate Responsibility and Responsibility for ESG
Corporate responsibility strategy and specific targets are explained in particular in the Non-financial Group Report. In the course of the growing importance of Corporate Responsibility and ESG topics, the Supervisory Board, Management Board and employees are paying more attention than ever to the resulting aspects. For example, NORMA Group is focusing on water management and the transformation to more environmentally friendly drive systems. CFO Annette Stieve has been responsible for corporate responsibility and ESG on the Executive Board since January 2022. The Strategy Committee in particular regularly deals with the effects of climate change.
Description of the working methods of the Management Board and Supervisory Board as well as the composition and working methods of their committees
NORMA Group SE follows the dual management system. The Management and Supervisory Boards are separate bodies that have different functions and powers. The Management Board manages the company under its own responsibility. The Supervisory Board appoints, advises, monitors and dismisses members of the Management Board.
The Management Board provides the Supervisory Board with regular updates about its business policies, how business is developing, the position of the company and any transactions that could have a significant impact on profitability or liquidity. The Management Board reports the key figures of the Group and the current course of business to the Supervisory Board on a monthly basis, in particular with regard to the published guidance on the expected development of the company. Based on the written documents that were submitted to the Supervisory Board in advance, the members of the Management Board report in great detail on business developments and provide an outlook on the expected future development of NORMA Group at the Supervisory Board meetings. Other recurring topics at all meetings include the monthly and quarterly figures, risk analysis and measures aimed at minimizing any risks that were identified, reports by the respective committee Chairpersons on the previous meetings held and strategic projects. All Management Board members participate in the Supervisory Board meetings. The Supervisory Board convenes separately before or after meeting with the Management Board.
The Chairmen of the Supervisory Board and the Management Board coordinate the collaboration of the two boards. They also remain in regular contact between Supervisory Board meetings and discuss current Corporate Governance issues. The Chairman of the Audit Committee and the CFO also consult with each other.
In accordance with the legal requirements, the bylaws of the Management Board and NORMA Group SE’s Articles of Association, the Supervisory Board must approve certain important transactions before they can be executed by the Management Board and the company’s employees. This applies not only for measures at NORMA Group SE, but also for measures at its subsidiaries. In order to ensure that the Management Board is promptly informed of corresponding matters involving subsidiaries so that it can request the approval of the Supervisory Board, a hierarchical system of approval requirements organized by functional areas, levels of responsibility and countries applies worldwide at NORMA Group.
Management Board and regional management
The Management Board of NORMA Group SE comprises three members: Dr. Michael Schneider (Chairman of the Management Board, CEO), Dr. Friedrich Klein (Chief Operating Officer) and Annette Stieve (Chief Financial Officer). The resumes of the three Board members are posted on the company’s website. WWW.NORMAGROUP.COM
RESPONSIBILITY OF THE MANAGEMENT BOARD |
||
---|---|---|
Member of the Management Board |
Responsibilities 2021 |
Responsibilities 2022 |
Dr. Michael Schneider |
||
Chief Executive Officer (CEO) since November 14, 2019 |
Group Development |
Group Development |
Member of the Management Board since July 1, 2015 |
Group Communications |
Group Communications |
Regional Organization |
Regional Organization |
|
Born in 1963 |
Sales |
Sales |
Nationality: German |
Marketing |
Marketing |
Last appointed: 2018 |
Human Resources & Integrity |
Human Resources & Integrity |
Term of current contract: June 30, 2023 |
Legal and M&A |
Legal and M&A |
Corporate Responsibility und ESG (Environment, Social, Governance) |
Product Development |
|
Risk Management & Internal Auditing |
Research and Development |
|
Divisional Organization |
||
Dr. Friedrich Klein |
||
Member of the Management Board (COO) since October 1, 2018 |
Production |
Production |
Purchasing |
Purchasing |
|
Born in 1962 |
Supply Chain Management |
Supply Chain Management |
Nationality: German |
Operational Global Excellence |
Operational Global Excellence |
Last appointed: 2021 |
Information & Communication Technology (ICT) |
Information & Communication Technology (ICT) |
Term of current contract: September 30, 2024 |
Quality Assurance |
Quality Assurance |
Environment, EHS (Environment, Health and Safety) |
Environment, EHS (Environment, Health and Safety) |
|
Product Development |
Product Management |
|
Research and Development |
||
Divisional Organization |
||
Annette Stieve |
||
Member of the Management Board (CFO) since October 1, 2020 |
Finance & Reporting |
Finance & Reporting |
Controlling |
Controlling |
|
Born in 1964 |
Treasury & Insurances |
Treasury & Insurances |
Nationality: German |
Investor Relations |
Investor Relations |
Last appointed: 2020 |
Corporate Responsibility und ESG (Environment, Social, Governance) |
|
Term of current contract: September 30, 2023 |
Risk Management & Internal Auditing |
Resolutions of the Management Board are usually passed by simple majority. The Chairman has the deciding vote if the vote is tied. However, the members of the Management Board are required to make an effort to reach unanimous decisions. If a member of the Management Board cannot participate in a vote, their vote will be obtained at a later date. The entire Management Board is responsible for matters of particular importance. In accordance with the Management Board bylaws, these include the following areas: producing the Management Board reports for the purpose of informing the Supervisory Board and the quarterly and half-yearly reports, fundamental organizational measures, including the acquisition or disposal of significant parts of companies and strategic and business planning issues, measures related to the implementation and supervision of a monitoring system pursuant to Section 91 (2) of the German Stock Corporation Act, issuing the Declaration of Conformity pursuant to Section 161 (1) of the German Stock Corporation Act, preparing the Consolidated and Annual Financial Statements and similar reports, convening the Annual General Meeting and inquiries and recommendations by the Management Board that are to be handled and resolved by the Annual General Meeting. In addition, every Management Board member may request that a specific issue be dealt with by the entire Management Board.
Management Board meetings are usually held at least once a month. The Management Board has not formed any committees.
Every Management Board member is obliged to inform the Supervisory Board immediately, as well as the other members of the Management Board, of any conflicts of interest. No such conflicts of interest arose for a Board member in 2021.
The Supervisory Board must approve any transactions between NORMA Group companies on the one hand and a member of the Management Board, related parties or businesses on the other hand. No such transactions took place in 2021.
The Supervisory Board must also approve any secondary activities by a member of the Management Board. Details concerning secondary activities can be found on the company’s website. The remuneration of the Management Board is presented in the REMUNERATION REPORT.
As part of its long-term succession planning, the Supervisory Board has developed candidate profiles for all three positions on the Management Board together with external consultants since 2018 on the occasion of the search for the new members and the permanent appointment of the Chairman of the Management Board. It updates these profiles on a regular basis. The Supervisory Board’s Rules of Procedure also stipulate that the Supervisory Board shall take diversity into account in the composition of the Management Board.
The Management Board conducts annual talent reviews in the regions and at Group level, during which measures for the development of managers are defined, and reports to the Supervisory Board on the results of these analyses and possible candidates for succession to the Management Board.
The age limit for members of the Management Board has been set at 65 in the Rules of Procedure for the Supervisory Board. No member of the Management Board currently reaches this age limit or will do so during the term of their current contract. WWW.NORMAGROUP.COM
Local Presidents in the three regions of EMEA, the Americas and Asia-Pacific are responsible for managing the business on a day to day basis. Usually, the entire Management Board meets at least once a year with the Presidents and their managers at the regional headquarters – Singapore for the Asia-Pacific region, Auburn Hills, Michigan, for the Americas region and Maintal for the EMEA region. In 2021, some of these meetings were held virtually due to travel restrictions as a result of the corona pandemic. Furthermore, regular meetings of individual members of the Management Board are usually held on site with their respective functional teams. In the past fiscal year, however, these meetings also took place mainly virtually due to the corona pandemic.
The managers at NORMA Group SE work in a matrix structure in which they have both a disciplinary as well as a technical superior.
Information on the internal control system can be found in the RISK AND OPPORTUNITY REPORT.
Supervisory Board: members, election, independence and length of Supervisory Board membership
The Supervisory Board of NORMA Group SE consisted of the following members at the end of 2021:
- Günter Hauptmann (Chairman of the Supervisory Board)
- Erika Schulte (Vice Chairwoman of the Supervisory Board)
- Rita Forst
- Miguel Ángel López Borrego (since March 2021)
- Dr. Knut J. Michelberger
- Mark Wilhelms
NORMA Group SE is not a codetermined company; therefore, worker representatives are not represented on its Supervisory Board. All members of the Supervisory Board were elected by the Annual General Meeting and are therefore shareholder representatives. The Supervisory Board temporarily had fewer than the required six members after former Supervisory Board Chairman Lars Berg stepped down from the Supervisory Board at his own request in 2020. Miguel Ángel López Borrego was recruited to fill the vacant position. He was first appointed by the court and then elected to the Supervisory Board of NORMA Group SE at the 2021 Annual General Meeting.
The Chairman of the Supervisory Board represents the Supervisory Board externally. He organizes the work of the Supervisory Board and chairs its meetings. Resolutions of the Supervisory Board may be adopted by simple majority, with the Chairman having the decisive vote in the event of a tied vote.
The objectives for the composition of the Supervisory Board include that all members are independent, no member works for a competitor of NORMA Group, no member who is a member of the management board of a listed company holds more than two supervisory board mandates at listed companies, no member of the Supervisory Board has material conflicts of interest and each member complies with a standard limit of 15 years for the term of office. The age limit for Supervisory Board members is 75. In addition, the Supervisory Board shall pay attention to international activity and diversity when making proposals for the election of new members.
These objectives were all achieved in fiscal year 2021. Miguel López is a Spanish citizen. The other members of the Supervisory Board are German citizens. All members of the Supervisory Board of NORMA Group SE have been on the Supervisory Board for less than twelve years: Günter Hauptmann and Dr. Knut Michelberger since 2011, Erika Schulte since 2013, Rita Forst and Mark Wilhelms since 2018 and Miguel López since 2021. All members of the Supervisory Board are also under 75 years of age.
All members of the Supervisory Board, i.e. including the Chairman of the Supervisory Board, who is also the Chairman of the General and Nomination Committee, and the Chairman of the Audit Committee, are independent of the company and the Management Board within the meaning of the German Corporate Governance Code. No member of the Supervisory Board and no close family member was previously a member of the Management Board of NORMA Group SE or a member of the management of one of its predecessor companies, maintains or maintained in the year up to their appointment, directly or indirectly as a shareholder or in a responsible function of a company outside the Group, a material business relationship with NORMA Group SE or a company dependent on it, or is a close family member of a member of the Management Board.
NORMA Group SE does not have a controlling shareholder, therefore there are no dependencies in this regard either. The Chairman of the Audit Committee is accordingly independent of a controlling shareholder.
The competence profile for the Supervisory Board as a whole is fulfilled by the current members as a whole. For example, some members have special knowledge of the industry and the markets, in particular the automotive industry, and of NORMA Group’s business model. The members have experience as executives or members of supervisory boards as well as international experience. Of the members of the Supervisory Board, Dr. Knut Michelberger, Miguel López and Mark Wilhelms in particular have expertise as financial experts in the fields of accounting, auditing and controlling. Other areas in which members of the Supervisory Board have particular expertise include risk management, internal control system and compliance, capital market law matters, and knowledge of IT systems, including ERP systems. The members of the Supervisory Board also have sufficient time available to perform their duties.
The professions and other mandates on supervisory boards or comparable supervisory bodies of the members of the Supervisory Board of NORMA Group SE exercised in fiscal year 2021 are shown in the following TABLE T006: “OTHER MANDATES OF MEMBERS OF THE SUPERVISORY BOARD.”
No Supervisory Board member who is not a member of the management board of a listed company has more than five supervisory board mandates at non-Group listed companies or comparable functions. Rita Forst do hold seats on the boards of five other companies. Dr. Knut Michelberger holds mandates in four other companies, including a chairmanship of the advisory board. In the case of Mrs. Forst, however, one of these companies is not listed, while in the case of Dr. Michelberger all of these companies are not listed. In each case, these are advisory board mandates that are not comparable to the duties and responsibilities of a supervisory board of a listed company. No member of the Supervisory Board who is a member of the management board of a listed company holds more than two supervisory board mandates or performs comparable functions.
OTHER MANDATEDS OF THE SUPERVISORY BOARD MEMBERS |
|
---|---|
Supervisory Board member, |
Other mandates on Supervisory Boards and comparable committees |
Günter Hauptmann Chairman, Consultant Member since 2011 |
Member of the Advisory Board of Moon TopCo GmbH, Poing, Germany (not listed on the stock exchange, in liquidation) |
Erika Schulte Vice Chairwoman, Managing Director of Hanau Wirtschaftsförderung GmbH Member since 2013 |
No further mandates on Supervisory Boards or comparable committees |
Rita Forst Consultant Member since 2018 |
Member of the Board of Directors of AerCap Holdings N.V., Dublin, Ireland (listed on the stock exchange) |
Member of the Board of Directors of Westport Fuel Systems Inc., Vancouver, Canada (listed on the stock exchange) |
|
Member of the Supervisory Board of ElringKlinger AG, Dettingen an der Erms, Germany (listed on the stock exchange) |
|
Member of the Supervisory Board (Non-Executive Director) of Johnson Matthey PLC, London, Großbritannien (börsennotiert, seit Oktober 2021) |
|
Member of the Advisory Board of iwis SE & Co. KG (formerly Joh. Winklhofer Beteiligungs GmbH & Co. KG), Munich, Germany (not listed) |
|
Miguel Ángel López Borrego Chairman of the Board of Directors of Siemens Gamesa Renewable Energy S.A., Zamudio, Spain, and President and CEO of Siemens S.A., Spain, and of Siemens’ Spanish operations Member since 2021 |
No further mandates on Supervisory Boards or comparable committees |
Dr. Knut J. Michelberger Consultant Member since 2011 |
Member of the Supervisory Board of Weener Plastics Group, Ede, The Netherlands (not listed on the stock exchange) |
Member of the Advisory Board (Deputy Chairman) of Racing TopCo GmbH, Troisdorf, Germany (not listed on the stock exchange) |
|
Member of the Advisory Board of Moon TopCo GmbH, Poing, Germany (not listed on the stock exchange, in liquidation) |
|
Chairman of the Advisory Board of Axxence TopCo GmbH (Accence Aromatics), Emmerich, Germany (not listed on the stock exchange, since July 2021) |
|
Mark Wilhelms Chief Financial Officer of Stabilus S.A. Member since 2018 |
Member of the Supervisory Board of Novem Group SA, Luxembourg / Vorbach, Germany (since July 2021, listed on the stock exchange) |
There are no consulting or other service or work contracts between the companies of NORMA Group and any member of the Supervisory Board.
The Supervisory Board evaluates its work annually as part of a self-assessment. The last such evaluation took place in November 2021. This review was carried out in a joint discussion on the basis of a questionnaire and without the involvement of any other external advisors.
All members of the Supervisory Board are required to declare any conflicts of interest. Material and not merely temporary conflicts of interest in the person of a Supervisory Board member shall lead to termination of the mandate. There were no conflicts of interest on the Supervisory Board in 2021.
Transactions between companies of NORMA Group on the one hand and a member of the Supervisory Board or persons or companies related to him on the other hand must be approved by the Supervisory Board in advance. No such transactions were concluded in 2021.
Six meetings of the Supervisory Board were held in fiscal year 2021. All members of the Supervisory Board took part in five meetings. Only one conference call could not be attended by Miguel López because it took place immediately after he had been appointed by the court. Details of the meetings can be found in the SUPERVISORY BOARD REPORT.
Supervisory Board committees: responsibilities, membership and meetings
The Supervisory Board has three committees: the Audit Committee, the General and Nomination Committee and the Strategy Committee.
The Audit Committee deals in particular with monitoring the accounting process and the effectiveness of the internal control and risk management systems as well as the audit of the Annual Financial Statements, in particular through the independence of the auditor, the additional services rendered by the auditor, engaging the auditor, determining areas of audit emphasis and agreeing to the auditor’s fees. The Audit Committee accompanies the collaboration between NORMA Group SE and the auditors and ensures that opportunities for improvement identified during the audit are implemented promptly. It is responsible for preparing the accounting documents and adopting the Supervisory Board’s resolution on the Consolidated and Separate Financial Statements. Moreover, it is responsible for compliance and reviews the adherence to statutory provisions and the internal guidelines.
Dr. Knut Michelberger is the Chairman of the Audit Committee. Its other members are Mark Wilhelms and, since 2021, Miguel López. Dr. Knut Michelberger, Miguel López and Mark Wilhelms are independent financial experts within the meaning of Section 100 para. 5 of the German Stock Corporation Act (AktG). Due in particular to their many years of experience as a Chief Financial Officer and Managing Director, they have special knowledge and experience in the application of accounting principles and internal control procedures within the meaning of the FISG.
Eight meetings of the Audit Committee were held in fiscal year 2021. All Audit Committee members took part in the meetings.
The General and Nomination Committee prepares personnel-related decisions for the Supervisory Board with regard to the composition of the Management Board and the Supervisory Board. This committee has the following specific responsibilities: preparing Supervisory Board resolutions regarding the formation, amendment and termination of contracts with members of the Management Board in accordance with the remuneration system approved by the Supervisory Board, preparing Supervisory Board resolutions regarding legal applications to reduce the remuneration of a Management Board member pursuant to Section 87 (2) AktG, preparing Supervisory Board resolutions regarding the structure of the remuneration system for the Management Board, acting as representatives of the company to Management Board members who have left the company pursuant to Section 112 AktG, approving secondary employment and external activities for Management Board members pursuant to Section 88 AktG, granting loans to the persons specified in Section 89 AktG (loans to members of the Management Board) and Section 115 AktG (loans to members of the Supervisory Board), approving contracts with members of the Supervisory Board pursuant to Section 114 AktG and proposing suitable candidates to the Annual General Meeting when there is a vote on Supervisory Board members.
The General and Nomination Committee is comprised of the Chairman of the Supervisory Board, Günter Hauptmann (Chairman), Dr. Knut Michelberger and Erika Schulte. The committee held three meetings in 2021, and all members participated in them.
Rita Forst is Chairwoman of the Strategy Committee, other members are Erika Schulte and Mark Wilhelms. This committee held three meetings in 2021, each of which was attended by all members.
Further information on the work of the committees in the fiscal year can be found in the SUPERVISORY BOARD REPORT.
Shareholders and Annual General Meeting
The shareholders exercise their co-administration and control rights at the Annual General Meeting. The Annual General Meeting resolves among other topics on how earnings are to be distributed, the discharge of the Management Board and Supervisory Board, the election of the auditor, but also on amendments to the Articles of Association and elects the members of the Supervisory Board.
NORMA Group SE’s shares are registered shares. Each share entitles the bearer to one vote. There are no special voting rights. Shareholders entered in the share register have the right to attend the Annual General Meeting and to speak there on the relevant agenda items and request information on company matters. Among other rights, they are also entitled to submit motions on the resolutions proposed by the management and to contest resolutions of the Annual General Meeting. Details on participation in the Annual General Meeting and possibilities to exercise voting rights, as well as other shareholder rights are explained in the respective invitation to the Annual General Meeting and accompanying documents. NORMA Group SE publishes the convocation and all documents made available to the Annual General Meeting on its website in due time. Following the General Meeting, information on the number of participants and voting results is also made available there.
As in 2020, the 2021 Annual General Meeting was held as a virtual meeting without shareholders actually physically present due to the restrictions on meetings as a result of the corona pandemic.
Shareholdings of the Management and Supervisory Boards
Of the total of 31,862,400 shares in NORMA Group SE, the current members of the Management Board and Supervisory Board together held 0.09% of the shares on December 31, 2021.
Directors’ Dealings
Members of the Management Board and the Supervisory Board and related parties are obliged to disclose Directors’ Dealings in NORMA Group SE shares if the value of these transactions reaches or exceeds EUR 20,000 within one calendar year. NORMA Group SE was notified of the following transactions by way of Directors’ Dealings announcements in 2021:
DIRECTORS' DEALINGS |
||||||
---|---|---|---|---|---|---|
Buyer/Seller |
Type of financial instrument |
Type of transaction |
Date of transaction |
Place of transaction |
Average price per share |
Total value |
Dr. Michael Schneider, CEO |
Share (DE000A1H8BV3) |
Purchase |
May 12, 2021 |
Xetra |
EUR 44.64 |
EUR 101,556.00 |
Dr. Friedrich Klein, COO |
Share (DE000A1H8BV3) |
Purchase |
May 12, 2021 |
Xetra |
EUR 44.64 |
EUR 99,547.20 |
Anette Stieve, CFO |
Share (DE000A1H8BV3) |
Purchase |
May 12, 2021 |
Xetra |
EUR 44.60 |
EUR 50,531.80 |
The main features of the remuneration of the Management Board are presented in the REMUNERATION REPORT, which is part of the Management Report.
Security-like incentive systems
A long-term incentive program (LTI) is in place for Group executives below the Management Board level that allows the individuals involved to participate in NORMA Group’s success in the medium term.
Targets for the share of women
The target figure for the share of women on the Supervisory Board is two female members. The target is one-third for the Management Board. The target figure is a 25% share of women for the top management level of NORMA Group SE. The aforementioned targets for the Supervisory Board and senior management are each expected to apply until June 30, 2022. The target figure for the Management Board applies until October 31, 2025. Two positions at the second management level were created for the first time in 2021 and a target of at least 25% was set by November 30, 2026.
These targets were all either achieved or exceeded in fiscal year 2021. With two female members out of six members, the target figure for the Supervisory Board was achieved in 2021. One woman out of a total of three members is on the Management Board; therefore, this target figure has also been achieved. At NORMA Group SE, the first management level comprises all persons who are Executive Vice Presidents or Vice Presidents, report directly to the Management Board, assume management responsibilities and bear personnel responsibility. One in four managers at this first level is a woman, so that the target of 25% for the first management level was still achieved. The second management level of NORMA Group SE consists of persons who are Directors, report directly to a member of the Management Board or a member of the first management level, in turn perform management duties and have personnel responsibility. The new positions created at NORMA Group SE in fiscal year 2021 were each filled by one woman and one man, so that the target figure was exceeded.
Diversity concept
To date, no explicit diversity concept within the meaning of Section 289f (2) No. 6 HGB has been prepared for the Supervisory Board and the Management Board of NORMA Group SE. The Rules of Procedure of the Supervisory Board already stipulate that certain aspects, which the law mentions as examples for a diversity concept, are to be taken into account when proposing candidates for elections to the Supervisory Board and appointments to Management Board positions. Diversity is to be taken into account in both the composition of the Management Board and in nominations for the election of Supervisory Board members. Additional requirements for the Supervisory Board with regard to diversity already result from the objectives outlined above for the composition of the Supervisory Board and the Rules of Procedure.
Information on the auditor and internal rotation
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC), Frankfurt/Main, audited the Annual Financial Statements of NORMA Group SE and its predecessor companies as well as the Consolidated Financial Statements for fiscal years 2010 to 2021. Furthermore, PwC retroactively audited the years 2009 and 2010 for the prospectus as part of the IPO in 2011.
As part of the audit of the financial statements, Stefan Hartwig acted as the auditor signing on the left and Richard Gudd as the auditor signing on the right in fiscal year 2021. Following an internal rotation within PwC, Mr. Hartwig held the office of auditor-in-charge for the third consecutive year, and Mr. Gudd held the office of auditor-signatory on the right for the fifth year.
Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.