Supervisory Board Meetings in 2023

The Management Board begins each regular Supervisory Board meeting by reporting on the overall economic situation and sector-specific economic expectations. It reports on the current business performance of NORMA Group and explains the earnings position based on key indicators and their development compared to the previous year, the forecast and the budget.

The Management Board presents the risk report at each regular meeting of the Supervisory Board and the Audit Committee. In this context, the risks affecting NORMA Group are assessed in each case at the level of the previous quarter with regard to their probability of occurrence and potential impact, taking countermeasures already initiated and any provisions into account. This risk reporting provides the Supervisory Board and the Audit Committee with a clear picture of the possible risks that could have a negative impact on the company’s asset, financial and earnings position.

Work-related accidents and measures implemented to improve occupational safety were also discussed at each Supervisory Board meeting, as were quality issues and aspects related to delivery reliability. The Supervisory Board also deals with employee figures, the ongoing introduction of a standardized ERP system and ESG issues, especially relating to CO₂ emissions. In addition to the status of the “Step Up” program launched in spring 2023 and improvements in low-margin plants, another point that the Supervisory Board and Management Board discussed on an ongoing basis in 2023 was the establishment of an SBU organization. The respective committee chairs – Rita Forst for the Strategy Committee, Mark Wilhelms and Miguel Ángel López Borrego for the Audit Committee and Günter Hauptmann and Mark Wilhelms for the General and Nomination Committee – also reported to the Supervisory Board on the committee meetings. Following the meetings with the Management Board, the Supervisory Board regularly met internally without the Management Board and discussed things like personnel changes in the Management Board and Supervisory Board.

On November 25, 2022, the Supervisory Board decided to appoint Supervisory Board member Miguel Ángel López Borrego as Chairman of the Company’s Management Board on an interim basis from January 1, 2023. Miguel Ángel López Borrego was to hold the office on an interim basis until a successor could be found for the former Chairman of the Management Board, Dr. Michael Schneider, whose term of office ended on December 31, 2022. On June 1, 2023, the new CEO Guido Grandi took office and Miguel Ángel López Borrego returned to the Supervisory Board after five months. His Supervisory Board mandate was suspended from January 1, 2023 to May 31, 2023. During this time, the Supervisory Board had five active members and not the usual six active members.

Nine meetings of the full Supervisory Board were held in 2023.

The first meeting on February 7, 2023, was attended by all five members of the Supervisory Board at the time via video conferencing. The subject of the meeting was an M&A project.

On March 15, 2023, the Supervisory Board held a physical meeting in Maintal to select a new CEO, following intensive discussions between several candidates and the General and Nomination Committee in the run-up to the meeting. Candidates were interviewed by the entire Supervisory Board on the day and the following day.

On the following day, March 16, 2023, another physical meeting was held in Maintal. During this meeting, the discussion included the Consolidated and Separate Financial Statements for 2022 and the Non-financial Group Report, the forecast for fiscal year 2023, the proposal for the appropriation of net income and preparations for the 2023 Annual General Meeting. In addition, the Supervisory Board discussed and approved the financing concept for the issue of a new promissory note loan and dealt with the Management Board’s capital market communications and the change in the shareholder structure, among other things.

In a purely virtual meeting on April 12, 2023, the Supervisory Board discussed the appointment of a new CEO and decided to appoint Guido Grandi as a member of the Management Board with effect from June 1, 2023, and to appoint him as CEO, and approved the conclusion of the employment contract with him.

At the meeting on 20 April 2023, which was attended by Günter Hauptmann and Rita Forst via video conference and the three other active members of the Supervisory Board on site in Maintal, the Management Board, the Presidents of the three strategic business units (“Water Management”, “Industry Applications” and “Mobility & New Energy”) and other managers presented the new “Step Up” program to the Supervisory Board in detail. The Supervisory Board also addressed the strategy for electromobility in China. The lessons learned from the plant closure in Gerbershausen and the associated relocation of production were discussed in detail with the Management Board. Another item on the agenda was the cyber security of the various IT systems.

Following the election of the new Supervisory Board members, including Denise Koopmans and Dr Markus Distelhoff, the Supervisory Board meeting on May 11, 2023, which was attended by all members on site in Frankfurt am Main after the Annual General Meeting initially dealt with the election of Mark Wilhelms as the new Chairman and the appointment of new members to the committees and their chairpersons. The Supervisory Board discussed whether Miguel Ángel López Borrego should assume the role of Chairman of the Audit Committee after his return to the Supervisory Board from June 1, 2023 due to his – albeit short – interim CEO role. The Supervisory Board also discussed an M&A project, among other things.

On July 13, 2023, the Supervisory Board met physically in Frankfurt am Main. The two new members reported on their onboarding process and described their first impressions. They had met executives from various units to get to know NORMA Group’s business. The new President of the EMEA region and the strategic business unit Mobility & New Energy, Carolin Wolfsdörfer, the new COO Dr. Daniel Heymann and the new CEO Guido Grandi each described their impressions and experiences since joining NORMA Group. The Supervisory Board discussed the view of investors on NORMA Group, which form support for the “Step Up” program by the Supervisory Board would take in the coming quarters, general opportunities for M&A projects in view of the current increase in leverage and the support of the Management Board in improving low-margin sites. Planned changes to the remuneration system for the Management Board were discussed in detail.

A physical meeting was held in Maintal on September 15, 2023. The members of the Management Board presented their most important projects and the revised process for approving customer projects and associated investments. The Supervisory Board also discussed plans to expand water management in the EMEA region and an M&A project, among other things.

At the last meeting of the year on November 23, 2023, the Management Board presented the budget for 2024 and the medium-term planning and discussed both the earnings improvements resulting from “Step Up” and the entire medium-term planning in detail with the Supervisory Board. The Supervisory Board also discussed the declaration on the German Corporate Governance Code and M&A issues and approved the acquisition of the Italian company Teco Srl.

The Supervisory Board also passed other resolutions outside of meetings.

Outside of their meetings and conference calls, the Management Board report to the Supervisory Board on a monthly basis on how the business is developing for NORMA Group SE and the Group and provides an outlook for the current fiscal year. In addition to these monthly reports and Supervisory Board meetings, the Chairman of the Management Board and the Chairman of the Supervisory Board typically communicate on a fortnightly basis.

At the beginning of 2023, the Supervisory Board inspected the production facilities in Maintal to see the effectiveness of various improvement measures. As in previous years, the Chairman of the Supervisory Board took part in a number of plant reviews with members of the Management Board.