Supervisory Board committees: responsibilities and membership

The Supervisory Board has three committees: Audit Committee, General and Nomination Committee and Strategy Committee.

The Audit Committee deals in particular with monitoring the accounting process and the effectiveness of the internal control and risk management systems as well as with the audit of the Annual Financial Statements. With respect to the audit of the financial statements, the Committee deals in particular with the independence of the auditor, the additional services rendered by the auditor, engaging the auditor, determining areas of audit emphasis and agreeing to the auditor’s fees. The Audit Committee accompanies the collaboration between NORMA Group SE and the auditors and ensures that opportunities for improvement identified during the audit are implemented promptly. It is responsible for preparing the accounting documents and adopting the Supervisory Board’s resolution on the Consolidated and Separate Financial Statements. Moreover, it is responsible for compliance and reviews the adherence to statutory provisions and the internal guidelines.

The Audit Committee consists of Mark Wilhelms and Miguel Ángel López Borrego and, since the Annual General Meeting on May 11, 2023, Denise Koopmans. Dr. Knut J. Michelberger was a member of the Audit Committee until his resignation at the Annual General Meeting on May 11, 2023. Mark Wilhelms was Chairman of the Audit Committee until May 11, 2023. With his election as Chairman of the Supervisory Board, he was succeeded by Miguel Ángel López Borrego, whose role on the Supervisory Board and as a member of the Audit Committee was suspended from January 1, 2023, to May 31, 2023. Mark Wilhelms and Miguel Ángel López Borrego are independent financial experts within the meaning of Section 100 (5) AktG. Due in particular to their many years of experience as a Chief Financial Officers and Managing Directors, they have special knowledge and experience in the application of accounting principles and internal control procedures, as well as sustainability reporting and its auditing.

The General and Nomination Committee prepares personnel-related decisions for the Supervisory Board with regard to the composition of the Management Board and the Supervisory Board. This committee has the following tasks: Preparing Supervisory Board resolutions regarding the conclusion, amendment and termination of contracts with members of the Management Board in accordance with the remuneration system approved by the Supervisory Board, preparing Supervisory Board resolutions regarding legal applications to reduce the remuneration of a Management Board member pursuant to Section 87 (2) AktG, preparing Supervisory Board resolutions regarding the structure of the remuneration system for the Management Board, acting as representatives of the company to Management Board members who have left the company pursuant to Section 112 AktG, approving secondary employment and external activities for Management Board members pursuant to Section 88 AktG, granting loans to the persons specified in Section 89 AktG (loans to members of the Management Board) and Section 115 AktG (loans to members of the Supervisory Board), approving contracts with members of the Supervisory Board pursuant to Section 114 AktG and proposing suitable candidates to the Annual General Meeting when there is a vote on Supervisory Board members.

Since the Annual General Meeting on May 11, 2023, the Chairman of the Supervisory Board Mark Wilhelms (Committee Chairman), Erika Schulte and Rita Forst have been members of the General and Nomination Committee. Until the Annual General Meeting on May 11, 2023, members of this committee were Erika Schulte, the then Chairman of the Supervisory Board Günter Hauptmann (Committee Chairman) and Dr. Knut J. Michelberger.

The Strategy Committee deals in particular with NORMA Group’s long-term focus on the various end markets and megatrends. This committee also deals with the effects of climate change on NORMA Group’s business and sustainability issues. The committee is concerned with the international expansion of the strategic business units Water Management, Industry Applications and Mobility & New Energy in the regions. The structures and resources required for this are presented.

The Chairwoman of the Strategy Committee is Rita Forst; other members are Erika Schulte and, since the Annual General Meeting on May 11, 2023, Dr. Markus Distelhoff, who succeeded Mark Wilhelms.

Further information on the meetings and work of the committees in the fiscal year can be found in the SUPERVISORY BOARD REPORT.