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 NORMA Group Holding GmbH, a wholly owned subsidiary of NORMA Group SE, 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, 2023, NORMA Group SE held direct or indirect interests in 46 companies that belong to NORMA Group and are fully consolidated.

The following changes to the legal structure of the Group were recorded in fiscal year 2023:

Firstly, two companies in the EMEA region, which functioned as holding companies under company law, were merged into operating units (‘merger’). The first merger at the beginning of 2023 concerned the merger of the parent company DNL Sweden AB with the subsidiary NORMA Sweden AB as of February 10, 2023; the second merger in August 2023 consisted of the merger of NORMA Group APAC Holding GmbH with NORMA Group Holding GmbH with effect from January 1, 2023.

In addition, NORMA Netherlands, which no longer fulfills an active Group function, sold its 30% stake in Groen Bevestigingsmaterialen BV to NORMA Group Holding GmbH in December 2023 in preparation for its liquidation.

Furthermore, NORMA Group Italia S.p.A. signed an agreement on December 21, 2023, to acquire the Italian supplier of irrigation products Teco Srl, which was completed on February 29, 2024.

1_This illustration provides an overview of the operating companies of NORMA Group. The company names correspond to the company names that are used internally. A complete list of all Group companies and NORMA Group’s shareholdings as of December 31, 2023, 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.

In fiscal year 2023, the following changes were made to the Management Board of NORMA Group SE:

From January 2023 to May 31, 2023, Mr. Miguel Ángel López Borrego, member of the Supervisory Board of NORMA Group since March 2021, initially held the position of CEO of NORMA Group SE on an interim basis following the resignation of Dr. Michael Schneider at the end of 2022. Mr. López Borrego’s position on the Supervisory Board was suspended during this time. Further details on this transition phase can be found in the SUPERVISORY BOARD REPORT.

Effective June 1, 2023, Mr. Guido Grandi took over as Chairman of the Management Board of NORMA Group SE. Dr. Daniel Heymann had already joined the Management Board of NORMA Group SE on May 1, 2023. He took over the position of Chief Operating Officer (COO) from Dr. Friedrich Klein, who left the Executive Board at his own request on April 30, 2023. In addition, the contract with CFO Annette Stieve was extended by three years until the end of September 2026.

The Management Board of NORMA Group SE thus had the following three members at the end of 2023: Guido Grandi (CEO), Dr. Daniel Heymann (COO) and Annette Stieve (CFO). In fiscal year 2023, the newly formed Management Board team focused on further optimizing NORMA Group’s efficiency and productivity, and aligning the Company strategically and operationally for the future.

In accordance with the Articles of Association, the Supervisory Board of NORMA Group SE consists of six independent members elected by shareholders at the Annual General Meeting. The Chairman of the Supervisory Board is Mark Wilhelms, the Deputy Chairman of the Supervisory Board is Erika Schulte CORPORATE GOVERNANCE REPORT. From January 1, 2023, to May 31, 2023, the Supervisory Board of NORMA Group SE had only five active members and not six active members as usual. This was due to the fact that Miguel Ángel López Borrego was acting as interim CEO during this period. Meanwhile, his office as a member of the Supervisory Board had been suspended. SUPERVISORY BOARD REPORT

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 315d of the German Commercial Code (HGB), including the Condensed 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 CR REPORT, which is part of this Annual Report and can also be found on the company website at WWW.NORMAGROUP.COM. The combined non-financial statement in accordance with Sections 289b and 315b HGB is also included in the CR REPORT.

Operative segmentation by regions

NORMA Group’s strategy is focused, among other considerations, on regional growth targets. In order to achieve these, the operating 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. In the future, the dimension of the global, strategic business units will gain in importance.