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
(continued) Competence profile of the Supervisory Board and qualification matrix
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
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.
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.