The Supervisory Board of NORMA Group SE consisted of the following members at the end of 2023:

  • Mark Wilhelms (Chairman of the Supervisory Board)
  • Erika Schulte (Vice Chairwoman of the Supervisory Board)
  • Dr. Markus Distelhoff
  • Rita Forst
  • Denise Koopmans
  • Miguel Ángel López Borrego

Two new members were elected to the Supervisory Board at the Annual General Meeting on May 11, 2023. Günter Hauptmann and Dr. Knut J. Michelberger, who had been members of the Supervisory Board of NORMA Group SE and NORMA Group AG respectively since 2011, did not stand for re-election. They were followed by Dr. Markus Distelhoff and Denise Koopmans. As Günter Hauptmann had also been Chairman of the Supervisory Board and therefore also of the General and Nomination Committee, the members of the Supervisory Board elected Mark Wilhelms as his successor after his departure. At the same time, new appointments were made to some of the committees and their chairs. Details below.

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 12 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 2023. Miguel Ángel López Borrego is a Spanish citizen. Denise Koopmans is Dutch. 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: Erika Schulte since 2013, Rita Forst and Mark Wilhelms since 2018, Miguel Ángel López Borrego since 2021, Denise Koopmans and Dr. Markus Distelhoff since 2023. 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 were previously a member of the Management Board of NORMA Group SE or one of its predecessor companies at the time they were elected Member of the Supervisory Board. Supervisory Board member Miguel López temporarily assumed the office of CEO of NORMA Group SE from January 1, 2023 until May 31, 2023, until a permanent replacement was appointed. During this time, his office as a member of the Supervisory Board was suspended. Further details on this transition phase can be found in the Report of the Supervisory Board. 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

 

 

             

(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 T007.

   

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 December 2023. This audit was carried out using a questionnaire after an external consultant had been involved in the self-assessment in the previous year.

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 2023.

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. There were no conflicts of interest between a Supervisory Board member and the Company in the 2023 fiscal year.

Nine meetings of the Supervisory Board were held in fiscal year 2023. Details on the meetings and attendance rates of the members 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.