Main Activities of the Audit Committee in 2023

The Audit Committee deals intensively with the audit of the financial statements, including assessing the quality of the audit. The Audit Committee discussed the focus, procedure and results of the audit of the individual and Consolidated Financial Statements of NORMA Group SE with the auditors and prepared the resolutions of the Supervisory Board. In addition, the Audit Committee decided on certain permissible non-audit services to be provided by the auditors. The Audit Committee monitored the effectiveness of the internal control system, the risk management system and the internal auditing system as well as the compliance management system. Furthermore, it decided on the audit plan for internal auditing. In addition, the Audit Committee discusses the quarterly publications with the Management Board.

In 2023, the Audit Committee also dealt in particular with the refinancing concept and liquidity planning, ESG issues and the EU taxonomy, the change of auditor from PwC to KPMG, the budget for 2024 and medium-term planning.

Of the seven meetings of the Audit Committee in 2023, five were held by video conference. Two further meetings were held as face-to-face events in Maintal, to which the three presidents were connected via video conference for one subject matter.

Besides CFO Annette Stieve, who attended all Audit Committee meetings, senior executives from Accounting and Reporting, Treasury, Compliance, Internal Audit and Risk Management in particular also made presentations to the Audit Committee.

In addition to the Audit Committee meetings, regular face-to-face and telephone consultations took place between the Committee Chairman and Annette Stieve and the auditors (also without the Management Board). Furthermore, the Audit Committee also met with the auditors without the Management Board.

During his time as interim CEO, Miguel Ángel López Borrego did not take part in the meetings of the Audit Committee or the consultations with the auditors. The discussions with PwC’s auditors during this period, which primarily related to the separate and consolidated financial statements for 2022, i.e. a financial year in which Miguel Ángel López Borrego was not yet acting as interim CEO, were conducted in particular by the then Chairman of the Audit Committee, Mark Wilhelms. The discussions with the auditors KPMG, who are mandated to audit the separate and consolidated financial statements for 2023, also took place without Miguel Ángel López Borrego while he was interim CEO. Following his return to the Supervisory Board and Audit Committee, the meetings with the auditors generally took place with the Audit Committee as a whole, which comprises Miguel Ángel López Borrego and two other members. Miguel Ángel López Borrego is entitled to a variable, partly performance-related remuneration component from his five-month interim position. To avoid the impression that he could influence the result, the other two committee members were particularly involved in the audit in 2023 and the coordination with the auditors.