Supervisory Board: members, election, independence and length of Supervisory Board membership
The Supervisory Board of NORMA Group SE consisted of the following members in 2024:
•Mark Wilhelms (Chairman of the Supervisory Board)2
•Erika Schulte (Vice Chairwoman of the Supervisory Board)
•Dr. Markus Distelhoff
•Rita Forst
•Denise Koopmans
•Kerstin Müller-Kirchhofs (since September 9, 2024)3
•Miguel Ángel López Borrego (until June 16, 2024)
Mark Wilhelms was re-elected at the Annual General Meeting on May 16, 2024.
3 Court-appointed member of the Supervisory Board with effect from September 9, 2024; Member and Chairwoman of the Audit Committee since September 20, 2024; Interim Chairwoman of the Supervisory Board since February 18, 2025.
4 Competence profile of the Supervisory Board and qualification matrix based on the existing composition as of December 31, 2024
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. Supervisory Board resolutions can be adopted by simple majority, with the Chairman having the casting vote in the event of a tie.
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 and no member of the Supervisory Board has material conflicts of interest. In addition, the Supervisory Board shall pay attention to international experience and diversity when making proposals for the election of new members.
The standard limit for membership of the Supervisory Board is twelve years. The age limit for Supervisory Board members is 75.
These objectives were all achieved in fiscal year 2024. Denise Koopmans is Dutch. Miguel Ángel López Borrego is a Spanish citizen. The other members of the Supervisory Board are German and typically have extensive international experience. All members of the Supervisory Board of NORMA Group SE have been on the Supervisory Board for less than twelve years: Rita Forst and Mark Wilhelms since 2018, Miguel Ángel López Borrego since 2021 and until 2024, Denise Koopmans and Dr. Markus Distelhoff since 2023, Kerstin Müller-Kirchhofs since 2024. Erika Schulte has been a member of the Supervisory Board since 2013. She has been elected until the 2025 Annual General Meeting and will not stand for re-election as she has exceeded the twelve-year term limit. All members of the Supervisory Board are also under 75 years of age.
2 Chairman of the Supervisory Board in the 2024 fiscal year and until the end of February 17, 2025; assumption of the interim CEO role with effect from February 18, 2025; the Supervisory Board mandate is suspended during the interim CEO role for the transitional period of a maximum of one year until February 17, 2026.
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 as a member of the Supervisory Board. Furthermore, no Supervisory Board member, either directly or indirectly as a shareholder or in an executive capacity at a non-Group company, maintained any material business relationship with NORMA Group SE or its dependent companies in the year prior to their appointment, nor is any member a close family member of a Management Board member.
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 skill set for the Supervisory Board as a whole is met by the current members as a whole.
|
Competence profile of the Supervisory Board members and qualification matrix |
T008 |
|||||
|---|---|---|---|---|---|---|
|
Mark Wilhelms4 |
Erika Schulte |
Dr. Markus Distelhoff |
Rita Forst |
Denise Koopmanns |
Kerstin Müller-Kirchhofs4 |
|
|
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 a multitude of international roles |
Industrial experience through many years as CIO and head of general administration at an internationally active machine and plant manufacturer |
Active in the automotive industry since 1997 |
Very pronounced global experience in the automotive sector |
General industrial experience (Offshore Fabrication Services, Construction, Electronic Manufacturing Services) |
Many years of experience in the manufacturing industry, including distribution (industrial gases, engineering plastics, industrial SMEs) |
|
Knowledge of production and sales, as well as in research and development in industrial companies |
Production, sales and development roles at OEM; responsible for global after market at a supplier |
Business process optimization (including materials management, production and sales); implementation of SAP and CAD systems in design and development at an international industrial company |
Several years of experience each in development, sales and production |
Experience particularly in the areas of research and development, project management and production |
Experience in development, project management, production, mechanical engineering, electronic manufacturing and construction |
Experience with production and sales from a CFO perspective in industrial companies |
|
Competence profile of the Supervisory Board and qualification matrix (continued) |
||||||
|---|---|---|---|---|---|---|
|
Mark Wilhelms5 |
Erika Schulte |
Dr. Markus Distelhoff |
Rita Forst |
Denise Koopmanns |
Kerstin Müller-Kirchhofs5 |
|
|
Experience as an executive at a company or member of a supervisory board |
Former board member of a listed company, managing director of supplier companies, board member of Novem Group SA, Kongsberg Automotive ASA |
CIO of an industrial company; Managing Director of various municipal companies |
Several years of experience as a departmental head, business unit head, and 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, and member of various supervisory and advisory boards in Germany, Ireland, the UK, and Canada. |
Broad experience as CEO and board member of international listed and private companies |
Chief Financial Officer of an industrial holding company in the Prime Standard; CFO in production and distribution companies, acting spokeswoman of the management board |
|
Intern. professional experience § 2 rules of procedure |
Several years abroad in the UK, USA, and Belgium; multiple years of responsibility for international subsidiaries as a board member and managing director |
Responsibility for international projects (e.g., the implementation of SAP at all locations of a globally operating industrial company with 60 subsidiaries worldwide). |
Several years of professional experience, including five years in the UK and four years in India |
Stays abroad in the USA and Italy, leading international engineering teams in a global work environment |
Many years of stays abroad in the USA and Europe. |
Work experience in international teams as an auditor; responsibility for a global industrial group as CFO with manufacturing facilities and sales companies in the EU, China and North America and acting chairperson of the management board |
|
Knowledge of assessing NORMA Group’s financial position, accounting and auditing, (including sustainability reporting and its audit), as well as controlling |
Long-standing CFO role at a listed company; extensive controlling experience from several years of international activity |
Managing Director of a GmbH (limited liability company) and CIO in charge of the business center at an industrial company |
Several years of experience as Chairman of the Management Board/CEO |
Experience in particular as Chairwoman of the Management of a German subsidiary of GM. |
Chairwoman of the audit committee of two listed companies, CEO role |
Many years of experience as an auditor and CFO of several industrial companies, including listed companies |
|
Knowledge in the areas of risk management, the internal control system and compliance |
Several years of experience in the General Auditor’s Office (GAO), long-term position as CFO, chairman of the audit committee |
Responsibility for occupational safety, plant security and environmental protection, as well as CIO role in an industrial company |
Several years of experience as chairman of the management board/CEO |
Experience as an independent compliance monitor and auditor as well as member of audit committees at other companies |
Experience as Chief Legal Officer; member of the audit and risk committee |
Many years of experience as an auditor and CFO of several industrial companies, including listed companies |
5 Competence profile of the Supervisory Board and qualification matrix based on the existing composition as of December 31, 2024
|
Competence profile of the Supervisory Board and qualification matrix (continued) |
||||||
|---|---|---|---|---|---|---|
|
Mark Wilhelms6 |
Erika Schulte |
Dr. Markus Distelhoff |
Rita Forst |
Denise Koopmanns |
Kerstin Müller-Kirchhofs6 |
|
|
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 experience in IPOs and capital increases |
Long-standing membership on the Supervisory Board/Audit Committee |
Several positions in listed companies and experience with M&A activities/transactions |
Experience as a member of the Supervisory Board of various listed companies in Germany, Ireland, the UK and Canada |
Member of the Supervisory Board of various listed companies |
Activity as Chief Financial Officer of a company listed in the Prime Standard |
|
Knowledge of IT-systems, including ERP-systems |
Multi-year ERP experience in operations and rollout of new systems across various locations; cloud migration project implementation as the IT-Managing Director at Stabilus and in the automotive sector |
Specialized expertise through long-term experience as CIO at an industrial company and at IT service providers |
Broad experience as ERP/SAP user, particularly in sales and production |
Experience with digital transformation and migration processes in the context of globalization and joint venture activities |
Broad experience with digital transformation processes, migration, etc. |
Experience in ERP/SAP applications and update/rollout, particularly from a financial perspective |
|
Know-how in sustainability |
Experience in establishing ESG frameworks, conducting audits, and professional development as part of board-level responsibilities |
Responsibility for environmental protection at an industrial company; member of WissensRegion FrankfurtRhein-Main |
By annual audit participation in the role as Chief Executive Officer |
Experience as a member of the ESG committee at other companies |
Experience in construction, logistics, manufacturing and media as a Supervisory Board member and Chair of the Audit Committee |
Experience with the preparation of non-financial reports and introduction of the EU taxonomy as CFO, since then regular further training |
6 Competence profile of the Supervisory Board and qualification matrix based on the existing composition as of December 31, 2024
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 roles. No member of the Supervisory Board who is a member of the management board of a listed company holds more than two supervisory board positions or performs comparable roles.
The positions held 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 2024 are included in the following table:
|
Other mandates of the Supervisory Board members |
T009 |
|
Supervisory Board member Current occupation Service period on body |
Other mandates on Supervisory Boards and comparable committees |
|---|---|
|
Kerstin Müller-Kirchhofs (Interim-Chairwoman of the Supervisory Board)1 Consultant Court-appointed member since 2024 |
No positions on other boards or comparable committees |
|
Mark Wilhelms2 Member since 2018 (office suspended since February 18, 2025) |
Until August 2024, member of the supervisory board of Novem Group SA, Luxembourg/Vorbach, Luxembourg/Germany (listed company) |
|
Erika Schulte (deputy chairperson) Managing Director of Brueder Grimm Berufsakademie Hanau GmbH and freelance consultant3 Member since 2013 |
No positions on other boards or comparable committees |
|
Rita Forst Consultant Member since 2018 |
Member of the Board of Directors (Non-Executive Director) of AerCap Holdings N.V., Dublin, Ireland (listed company) Member of the Advisory Board of iwis SE & Co. KG (formerly Joh. Winklhofer Beteiligungs GmbH & Co. KG), Munich, Germany (not listed)4 Member of the Supervisory Board (Non-Executive Director) of Johnson Matthey PLC, London, UK (listed company) |
|
Denise Koopmans Consultant Member since 2023 |
Member of the Board of Directors (Non-Executive Director) of Cicor Technologies AG, Boudry, Switzerland (listed company) Member of the Supervisory Board of Royal BAM Group NV, Bunnik, Netherlands (listed company) Member of the Board of Directors (Non-Executive Director) of Swiss Post, Bern, Switzerland (not listed) Member of the Board of Directors (Non-Executive Director) of Sanoma Corporation, Helsinki, Finland (listed company)5 |
|
Dr. Markus Distelhoff Management Board member of REHAU Management SE Member since 2023 |
No positions on other boards or comparable committees |
|
Miguel Ángel López Borrego Chief Executive Officer of thyssenkrupp AG Member from 2021 to 20246 |
Member of the Supervisory Board of thyssenkrupp nucera AG & Co. KGaA, Dortmund, Germany Member of the Supervisory Board of thyssenkrupp nucera Management AG, Dortmund, Germany Member of the Supervisory Board of thyssenkrupp Steel, Europe AG, Duisburg, Germany |
|
1_Court-appointed member of the Supervisory Board with effect from September 9, 2024; member and Chairwoman of the Audit Committee since September 20, 2024; Interim Chairwoman of the Supervisory Board since February 18, 2025 2_Chairman of the Supervisory Board in the 2024 financial year and until the end of February 17, 2025; assumed the role of interim CEO with effect from February 18, 2025; the Supervisory Board mandate is suspended during the interim CEO role for the transitional period of a maximum of one year until February 17, 2026 3_In addition, Managing Director of Hanau Wirtschaftsfoerderung GmbH until December 31, 2024. 4_Until December 31, 2024. 5_ Until April 30, 2024. 6_Resigned from the Supervisory Board of NORMA Group as of June 17, 2024. |
|
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 2024. The Supervisory Board used a questionnaire after an external consultant had been involved in 2022.
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 2024.
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 fiscal year 2024.
In the fiscal year 2024, the Supervisory Board held seven meetings, each of which was attended by all members. Details on the meetings and attendance rates of the members can be found in the SUPERVISORY BOARD REPORT.
The Chairman of the Supervisory Board also holds regular discussions with investors without the Executive Board on topics that specifically concern the Supervisory Board. In 2024, the Chairman of the Supervisory Board explained in particular the changes to the Executive Board remuneration model.
Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.