Supervisory Board: members, election, independence and length of Supervisory Board tenure
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.
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Competence profile of the Supervisory Board and qualification matrix |
T006 |
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Mark Wilhelms |
Erika Schulte |
Dr. Markus Distelhoff |
Rita Forst |
Denise Koopmanns |
Miguel Ángel López Borrego |
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Knowledge of the industry and international markets, in particular the automotive industry, and of NORMA Group’s business model |
Extensive experience in the automotive industry with OEMs and suppliers; experience in various international functions |
Many years as CIO; Head of General Administration at internationally active machine and plant manufacturer |
Active in the automotive industry since 1997 |
Strong global experience in the automotive field |
General industry experience (offshore fabrication services, construction, electronic manufacturing services) |
Several years of experience in leading positions at automotive suppliers and in the top management of international industrial companies |
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Knowledge of production and sales, as well as research and development in industrial companies |
Production, sales and development functions at OEMs; responsible for global after-market at suppliers |
Business process optimization (incl. materials management, production and sales); intro-duction of SAP and CAD systems in design and development at an international industrial company |
Several years of experience in development, sales and production |
Especially in the areas of research and development, project management and production
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Experience in development, project management, production, mechanical engineering, electronic manufacturing and construction |
Establishment of a company with production, sales and develop-ment functions; global CFO for various units, CEO of thyssenkrupp |
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Experience as an executive in a company or member of a supervisory board |
Board member of a listed company, managing director of supplier companies, several supervisory board mandates |
CIO of an industrial company; Managing Director of various municipal companies |
Several years of experience as division manager, business unit manager, chairman of the management board |
Former member of the Management Board of Adam Opel AG, former Chairwoman of the Management Board of Opel PT Deutschland GmbH, member of various supervisory boards and advisory boards in Germany, Ireland, UK and Canada |
Broad experience as CEO and supervisory board member of international listed and private companies |
Member of supervisory, administrative and advisory boards of subsidiaries of international industrial companies, CEO of thyssenkrupp |
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International professional experience §2 GO |
Several years abroad in the UK, USA, Belgium; several years of responsibility for international subsidiaries as a board member and managing director |
Responsibility for international projects (e.g. SAP imple-mentation at all locations of an international industrial company with 60 subsidiaries worldwide) |
Several years of professional experience, among others in the UK and India |
Stays abroad in the US and Italy, management of international engineering teams in a global working environment |
Many years spent abroad in the USA and Europe |
Global responsibility in various industrial companies and stays abroad in Spain |
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(continued) Competence profile of the Supervisory Board and qualification matrix |
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Knowledge of assessing NORMA Group’s financial position, accounting and auditing, (including sustainability reporting and its audit), and controlling |
Long-term CFO role at a listed company; extensive controlling experience from several years of international activity |
As managing director of a GmbH and CIO responsible for a business center in an industrial company |
Several years as Chairman of the Executive Board and CEO |
In particular as Chairwoman of the Management Board of a German subsidiary of GM |
Chairwoman of the audit committee of two listed companies, acting as CEO; but not a financial specialist |
Several CFO functions, including in listed companies, many years of experience in financial statements, Chairman of the Audit Committee |
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Knowledge in the areas of risk management, the internal control system and compliance |
Several years in the General Auditor's Office (GAO), many years as CFO, Chairman of the Audit Committee |
Responsibility for the areas of occupational safety, plant safety and environmental protection and as CIO in an industrial company |
Several years as Chairman of the Executive Board and CEO |
Experience as an independent compliance monitor and auditor and as a member of the audit committee at other companies |
Experience as Chief Legal Officer; member of the Audit and Risk Committee |
Experience in RM and ICS from many years as CFO, compliance experience as part of management and executive teams |
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Knowledge of the capital market and how it works, including the perspective of investors and the requirements of capital market and stock exchange law |
CFO of a listed company with IPO and capital increase experience |
Long-standing membership of the Supervisory Board and the Audit Committee |
Several positions at listed companies and experience with M&A activities/transactions |
Experience as a member of the supervisory board of various listed companies in Germany, Ireland, UK and Canada |
Member of the Supervisory Board of various listed companies |
Many years of experience in various functions at listed companies |
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Knowledge of IT-systems, including ERP-systems |
Several years of ERP experience in operation and roll-out of new systems at various locations; cloud migration project introduction as the managing director responsible for IT at Stabilus and in the automotive sector |
Specialized knowledge through many years as CIO in an industrial company and at IT service providers |
Broad experience as an ERP/SAP user, especially in sales and production |
Experience with digital transformation and migration processes in the context of globalization and JV activities |
Broad experience with digital transformation processes, migration, etc. |
Consistent responsibility for IT as part of the CFO function |
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Know-how in sustainability |
Through ESG development within the company; audit activities and further training within the Management Board function |
Responsibility for environmental protection in an industrial company; member of the FrankfurtRhine-Main WissensRegion (Knowledge-Region) |
By participating in annual audits in his function as Chairman of the Management Board |
Experience as a member of the ESG Committee at other companies |
Experience in construction, logistics, manufacturing and media as a member of the Supervisory Board and Chairwoman of the Audit Committee |
Experience as a member of management and board committees as well as in the context of duties at listed companies; responsibility for ESG at thyssenkrupp |
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.
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Other mandates of the Supervisory Board members T007 |
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Supervisory Board member exercised profession service periods |
Other mandates on Supervisory Boards and comparable committees |
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Mark Wilhelms (Chairman) until September 2022 Member since 2018 |
Member of the Supervisory Board of Novem Group SA, Luxembourg/Vorbach, Luxembourg/Germany (listed on the stock exchange) |
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Erika Schulte (Vice Chairwoman) Member since 2013 |
No further mandates on Supervisory Boards or comparable committees |
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Rita Forst Member since 2018 |
Member of the Board of Directors of AerCap Holdings N.V., Dublin, Ireland (listed on the stock exchange) Member of the Advisory Board of iwis SE & Co. KG, Munich, Germany (not listed) 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) |
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Miguel Ángel López Borrego Member since 2021 |
Member of the Supervisory Board of thyssenkrupp nucera AG & Co. KGaA, Dortmund, Germany |
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Denise Koopmanns Member since 2023 |
Member of the Board of Directors (Non-Executive Director) of Cicor Technologies AG, Boudry, Switzerland (listed on the stock exchange) Member of the Supervisory Board of Royal BAM Group NV, Bunnik, Netherlands (listed on the stock exchange) Member of the Board of Directors (Non-Executive Director) of Sanoma Corporation, Helsinki, Finland (listed on the stock exchange) Member of the Board of Directors (Non-Executive Director) of Schweizerische Post AG, Bern, Switzerland (not listed) |
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Dr. Mark Distelhoff Member since 2023 |
No further mandates on Supervisory Boards or comparable committees |
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.