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 2022:

•    Günter Hauptmann (Chairman of the Supervisory Board)

•    Erika Schulte (Vice Chairwoman of the Supervisory Board)

•    Rita Forst

•    Miguel Ángel López Borrego (offices suspended as of January 1, 2023)

•    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 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. In addition, the Supervisory Board shall pay attention to international activity and diversity when making proposals for the election of new members.

The age limit for Supervisory Board members is 75.

These objectives were all achieved in fiscal year 2022. Miguel Ángel López Borrego 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 Ángel López Borrego since 2021. All members of the Supervisory Board are also under 75 years of age.

All members of the Supervisory Board are independent of the company and the Management Board within the meaning of the German Corporate Governance Code. This includes the Chairman of the Supervisory Board, who is also the Chairman of the General and Nomination Committee, as well as the Chairman of the Audit Committee. No member of the Supervisory Board and no close family member was previously a member of the Management Board of NORMA Group SE or one of its predecessor companies. Neither maintains or maintained a member of the Supervisory Board 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.

Competence profile of the Supervisory Board and qualification matrix

T006
 

Günter
Hauptmann

Rita Forst

Miguel Ángel
López Borrego

Dr. Knut
Michelberger

Erika Schulte

Mark Wilhelms

Knowledge of the
industry and
international markets, in
particular the
automotive industry, and
of NORMA Group’s
business model

Yes

Yes, with very
strong global
experience in the
automotive field

Yes

Largely true

Yes

Active in the
automotive
industry since
1987; many
international
assignments;
OEM and
supplier
experience

Knowledge of
production and sales, as
well as research and
development in
industrial companies

Yes

Yes, especially in
the areas of
research and
development,
project
management
and production

Yes

True for
production and
distribution
based on diverse
activities as a
COO

Yes

Yes

Experience as an
executive in a company
or member of a
supervisory board

Yes

Yes, member of
the Manage-
ment Board of
Adam Opel AG,
Chairwoman of
the Manage-
ment Board of
Opel PT
Deutschland
GmbH, since
2014 member of
various
supervisory
boards and
advisory boards
in Germany,
Mexico and
Canada

Yes

Largely true
thanks to diverse
activities as a
COO and CFO
and several
advisory board
mandates

Yes

Yes,
management
function since
the end of 2003,
member of the
board of a listed
company since
2014

International
professional experience
§2 GO

Yes

Yes, stays
abroad in the US
and Italy,
management of
international
engineering
teams in a global
working
environment

Global
responsibilities
since 1995, stay
abroad in Spain
1991 - 1995

Largely true;
expatriate
assignments,
e.g., in USA,
Luxembourg and
the Netherlands

Not in the sense
of several years
of international
activity, but
responsibility for
international
projects (e.g.
SAP imple-
mentation at all
sites of the
Leybold Group)

Expatriate
assignments in
the UK, US and
Belgium

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(continued) Competence profile of the Supervisory Board and qualification matrix

  

 

Günter
Hauptmann

Rita Forst

Miguel Ángel
López Borrego

Dr. Knut
Michelberger

Erika Schulte

Mark Wilhelms

Knowledge of assessing
NORMA Group’s
financial position,
accounting and auditing,
(including sustainability
reporting and its audit),
and controlling

Yes, but not in
the sense of a
financial expert

Yes, but not in
the sense of a
financial expert,
but in particular
in her function as
chairwoman of a
German GmbH,
a subsidiary of
GM

Financial expert
with expertise in
the area of
accounting and
auditing of
financial
statements

Financial expert
with expertise in
the area of
accounting and
auditing of
financial
statements

Yes, but not in
the sense of a
financial expert

Financial expert
with expertise in
the area of
accounting and
auditing of
financial
statements

Knowledge in the areas
of risk management, the
internal control system
and compliance

Yes

Yes

Yes

Largely applies
due to various
CFO and COO
activities

Yes

Yes, general
audit function at
Ford as well as
CFO mandate

Knowledge of the capital
market and how it
works, including the
perspective of investors
and the requirements of
capital market and stock
exchange law

Yes, but not in
the sense of a
financial expert

Yes, but not in
the sense of a
financial expert

Yes

Largely applies

Yes, but not in
the sense of a
financial expert

Yes, from 2014
to 2022, CFO
of a listed
company

Knowledge of IT-
systems, including ERP-
systems

Yes, but not in
the sense of an
IT expert

Yes, but not in
the sense of an
IT expert

Yes

Yes

Yes, special skills

Supervised SAP
user migration
from QAD to
SAP since the
end of 2003

Know-how in
sustainability

Yes

Yes

Yes

Yes

Yes

Yes
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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. Dr. Knut Michelberger holds mandates with four other companies, including a chairmanship of the advisory board. None of these companies are listed, however. In each case, these are advisory board mandates with non-listed companies 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.

The occupations 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 2022 are shown in the following table  TABLE T007: “OTHER MANDATES OF THE SUPERVISORY BOARD MEMBERS”.

 

Other mandates of the Supervisory Board members                                                                                                                T007

Supervisory Board member

exercised profession

service periods

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 Wirtschafts-foerderung GmbH, Hanau, Germany

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 (Non-Executive Director) of Johnson Matthey PLC, London, United Kingdom (listed on the stock exchange)

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 until November 2022

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)

Member of the Advisory Board (Deputy Chairman) of Racing TopCo GmbH, Troisdorf, Germany (not listed)

Member of the Advisory Board of Moon TopCo GmbH, Poing, Germany (not listed, in liquidation)

Chairman of the Advisory Board of Axxence TopCo GmbH (Accence Aromatics), Emmerich, Germany (not listed)

 

Mark Wilhelms 

Chief Financial Officer of Stabilus SE

until September 2022

Member since 2018

Member of the Supervisory Board of Novem Group SA, Luxembourg / Vorbach, Germany (listed
on the stock exchange)
Member of the Board of Kongsberg Automotive ASA, Zurich, Switzerland (listed on the stock
exchange)
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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 July 2022. This review was conducted by involving an external consultant for the first time.

Transactions between companies of NORMA Group on the one hand and a member of the Supervisory Board or persons or companies related to him or her on the other hand must be approved by the Supervisory Board in advance. No such transactions were concluded in 2022.

Every member of the Supervisory Board is required to report conflicts of interest. Material and not merely temporary conflicts of interest in the person of a Supervisory Board member are to lead to termination of the mandate. In fiscal year 2022, a temporary conflict of interest arose between a Supervisory Board member and the

company in connection with the decision not to pursue the acquisition of another company. The member in question also worked for the target company. During the period of the conflict of interest, he therefore did not take part in any consultations or resolutions on this topic and did not receive any related information.

Ten meetings of the Supervisory Board were held in fiscal year 2022. All members of the Supervisory Board took part in eight meetings. Only two meetings could not be attended by Rita Forst for health reasons. All other members of the Supervisory board took part in all meetings. Details of the meetings can be found in the  SUPERVISORY BOARD REPORT.

Legend

These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.