Organizational structure

 

Corporate legal structure

NORMA Group SE is the parent company of NORMA Group. The company has its headquarters in Maintal, near Frankfurt/Main, Germany. NORMA Group SE acts as the legal holding company for the Group. It is responsible for the strategic management of business activities. In addition, it is also responsible for communicating with the company’s most important target audiences as well as Legal and M&A , Compliance, Risk Management and Internal Auditing.

Group-wide central management responsibilities such as information technology (IT), Treasury, Group Accounting and Group Controlling, for example, are all based at the wholly owned subsidiary of NORMA Group SE, NORMA Group Holding GmbH, which is also located in Maintal. Three regional management teams based in Auburn Hills (USA), Maintal (Germany) and Singapore steer the specific holding activities for the three regions Americas (North, Central and South America), EMEA (Europe, Middle East, Africa) and Asia-Pacific (APAC).

As of December 31, 2022, NORMA Group SE held direct or indirect interests in 49 companies that belong to NORMA Group and are fully consolidated.

There were no changes to the legal structure of the Group in fiscal year 2022.

    and NORMA Group’s shareholdings as of December 31, 2022, can be found in the corresponding disclosure in the  NOTES.

2_NORMA China is organizationally assigned to the Asia-Pacific segment; under company law, it belongs to NORMA Group Holding GmbH.

 

Group Management

NORMA Group SE has a dual management system consisting of a Management Board and a Supervisory Board. The Management Board manages the company under its own responsibility and is advised and monitored by the Supervisory Board.

With effect from December 31, 2022, the CEO of NORMA Group SE, Dr. Michael Schneider, left the Management Board. Dr. Schneider had joined the Management Board of NORMA Group as CFO in 2015 and was appointed CEO in November 2019. At the end of August 2022, Dr. Schneider and the Supervisory Board of NORMA Group

agreed by mutual consent not to extend his service contract, which expires on June 30, 2023, and agreed on his early departure.

With effect from January 1, 2023, Miguel Ángel López Borrego, member of the Supervisory Board of NORMA Group since March 2021, assumed the position of Chairman of the Management Board of NORMA Group SE. He will hold this position on an interim basis for a maximum period of one year. His Supervisory Board mandate will be suspended during this period. Mr. López Borrego has many years of management experience in the automotive industry, general industrial equipment and new energies. As CEO of Siemens S.A. in Madrid, he headed Siemens’ Spanish operations from 2018 until November 2022. He was born in Germany in 1965 and is a Spanish citizen. Mr. López Borrego will continue to implement ongoing improvement measures throughout the company in 2023 together with the two other members of the Management Board, Annette Stieve (CFO) and Dr. Friedrich Klein (COO until April 30, 2023; effective as of May 1, 2023 Dr. Daniel Heymann will assume the COO mandate).

In the meantime, the Supervisory Board is pressing ahead with its search for a long-term candidate to chair the Management Board.

In accordance with the Articles of Association, the Supervisory Board of NORMA Group SE consists of six independent members elected by the shareholders at the Annual General Meeting. Günter Hauptmann is the Chairman of the Supervisory Board and Erika Schulte is Deputy Chairman.

Detailed information on the composition of the Management Board and Supervisory Board and their distribution of responsibilities among themselves can be found in the Corporate Governance Report, which forms part of this Annual Report. The Corporate Governance Report contains the Statement of Corporate Governance required by Section 289f HGB and Section 315b of the German Commercial Code (HGB), including the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), a description of the procedures of the Management Board and Supervisory Board, as well as relevant information on significant corporate governance practices. Furthermore, the declaration on the diversity concept to be disclosed in accordance with the CSR Directive Implementation Act is also an integral part of the  CORPORATE GOVERNANCE REPORT, which is part of this Annual Report and can also be found on the company website at  WWW.NORMAGROUP.COM. Detailed information on the development of the non-financial performance indicators can be found in the  CR REPORT, which is also part of this Annual Report.

 

Operative segmentation by regions

NORMA Group’s strategy is focused, among other considerations, on regional growth targets. In order to achieve these, the operative business is managed by the three regional segments EMEA, Americas and Asia-Pacific. All three regions have networked regional and cross-company organizations with different functions. For this reason, the Group’s internal management reporting and control system has a strong regional focus. Regional and local priorities are set in the area of sales service.