In the 2025 fiscal year, the Supervisory Board monitored and controlled the Management Board’s management of the company with regard to compliance with legal requirements and the provisions of the Articles of Association. In addition to the retrospective supervision of the actions of the Management Board, the Supervisory Board also advised the Management Board with regard to planned future management measures. In this respect, the Supervisory Board was involved by the Management Board in all decisions of fundamental importance to the company. For certain transactions and measures for which the Articles of Association and/or the Supervisory Board have stipulated reservations of approval, the Supervisory Board was involved in the management measures and the corresponding management and leadership decisions of the Management Board. For 2025, the transaction for the sale of the Water Management business unit, which the Supervisory Board approved on the basis of the share purchase and transfer agreement negotiated by the company, is particularly noteworthy. In addition to the progress of the project to sell the Water Management business unit, the Supervisory Board and Management Board regularly discussed the progress of the transformation program and the development of personnel costs in 2025. As part of its responsibility for appointing and dismissing members of the Management Board and determining the total remuneration of the individual members of the Management Board, the Supervisory Board dealt with the separation from the previous CEO, Mr. Guido Grandi, in the 2025 fiscal year and appointed a new CEO, Ms. Birgit Seeger. The Supervisory Board has also decided to extend the contract of Management Board member Dr. Daniel Heymann.
The Audit Committee deals intensively with the audit of the Annual Financial Statements, including the assessment of the quality of the audit. The Audit Committee discussed the focus, procedure and results of the audit of the Annual and Consolidated Financial Statements of NORMA Group SE and the Non-financial Statement with the auditors. The Audit Committee prepares the resolutions of the Supervisory Board relevant to its area of responsibility and submits resolution recommendations to the Supervisory Board. In addition, it decides on individual permissible non-audit services that may be provided by the auditors. The Audit Committee also monitors the effectiveness of the internal control system, the risk management system, the internal audit system and the compliance management system. It also decides on the audit plan for the internal audit. In addition, the Audit Committee discusses the interim statements and interim reports to be published with the Management Board. In the past fiscal year, the Audit Committee dealt in particular with the budget for 2026 and medium-term planning. Outside of the Audit Committee meetings, the committee chair held regular face-to-face and telephone consultations with CFO Annette Stieve and the auditors from KPMG AG Wirtschaftsprüfungsgesellschaft (KPMG).
The Presidential and Nomination Committee deals in particular with the assessment and remuneration of the Management Board and the selection of new Management Board members. The committee is also entrusted with the search for and selection of candidates to fill vacant positions on the Supervisory Board. The committee prepares the relevant resolutions of the Supervisory Board in its area of responsibility and submits resolution recommendations to the Supervisory Board. Following the election of Ms. Kerstin Müller-Kirchhofs and Dr. Erek Speckert to the Supervisory Board by the Annual General Meeting on May 13, 2025, further succession planning was a focus of the committee’s activities in 2025. In this regard, the committee prepared a resolution
recommendation to the Supervisory Board to optimize the targets for its composition, including a diversity concept and skills profile, and the consistent presentation of the distribution of qualifications in the qualification matrix.
The Strategy Committee deals with the long-term alignment of NORMA Group with regard to relevant end markets and megatrends. It also deals with the effects of climate politics on the business and the sustainability of NORMA Group’s products and production. The committee deals with the innovation process and the international expansion in the regions of the strategic business units Industry Applications and Mobility & New Energy. The necessary adjustments to structures and resources are presented by the Management Board and discussed jointly. The focus of the joint discussions between the Strategy Committee and the Management Board in the 2025 fiscal year was on NORMA Group’s strategic goals for the period after the closing of the transaction to sell the Water Management business unit and individual strategic projects in the remaining business units, particularly in the Industry Applications business unit.
Legend
These contents are part of the Non-financial Group Report and were subject to a separate limited assurance examination.