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 the 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 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
As of end of 2022, the Management Board of NORMA Group SE comprised the following three members: Dr. Michael Schneider (Chief Executive Officer, CEO), Dr. Friedrich Klein (Chief Operating Officer) and Annette Stieve (Chief Financial Officer). Dr. Michael Schneider stepped down from the Management Board at the end of 2022. Until the position has been permanently filled with a new executive, Miguel Ángel López Borrego, member of the Supervisory Board, assumes the role as interim CEO for a maximum period of one year from January 1, 2023. His offices as member of the Supervisory Board are suspended for this period of time.
The resumes of the three Board members are posted on the company’s website. WWW.NORMAGROUP.COM
Responsibilities of the Management Board
Resolutions of the Management Board are 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 by laws, 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 2022.
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 2022.
The Supervisory Board must also approve any ancillary activities by a member of the Management Board. Details concerning ancillary 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 new members. 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 2022, a few 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, a few of these meetings also took place 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.
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.