Governance | 102-22

Composition of the highest governance body and its committees

The current Supervisory Board at Symrise AG includes eight independent members and four women: Ms. Buck, Ms. Kurtgil, Prof. Dr. Pfeifer and Ms. Püttcher.

With the support of corresponding nominations, the Supervisory Board seeks to ensure that in its future composition at least 30 % of its members are female. The “Act on Equal Participation of Women and Men in Executive Positions,” passed by the German Bundestag on February 6, 2015, and the Bundesrat on March 27, 2015, has been implemented since it came into force.

The Act on the Equal Participation of Women and Men in Management Positions in Private Economy and Public Service, which was passed by the German Bundestag on February 6, 2015, and the Bundesrat on March 27, 2015, has the aim of increasing the share of female managers holding upper management positions at companies and contributing to gender equality in the long term. Symrise AG aims to achieve a 20 % share of women on the Executive Board in the long term. Measures related to specific persons have been agreed between the Supervisory Board and the Executive Board for this purpose. Nevertheless, we must respect current employment contracts and ensure continuity in the Executive Board. The current members of the Executive Board have contracts that extend into the years 2021 to 2024.

Generally, at least seven independent members should always be represented in the Supervisory Board. Members of the Supervisory Board who are employed by Symrise AG are not regarded as independent members of the Supervisory Board. The necessary independence is particularly lacking when a Supervisory Board has a personal or business relationship with Symrise AG, its corporate bodies, a controlling shareholder or an affiliated company which may give rise to a material, and not merely temporary, conflict of interest. This goal is currently being met. The independent members are: Dr. Thomas Rabe, Ursula Buck, Horst-Otto Gerberding, Bernd Hirsch, Jeannette Kurtgil, Prof. Dr. Andrea Pfeifer, Dr. Winfried Steeger and Peter Winkelmann.

Furthermore, the Supervisory Board strives to ensure that the share of Supervisory Board members from other nations does not fall below one-third. With regard to Symrise, this means that nationality is not the only focus. Rather, the decisive factor is that at least one-third of the members of the Supervisory Board have gained substantial experience in globally active groups in Germany and abroad. This goal is also currently being met.

The term of office for a Supervisory Board member must end at the conclusion of the Annual General Meeting following the member’s 70th birthday. The maximum limit for membership in the Supervisory Board is four terms of office. These two goals are currently being met. Concerning future nominations, it will be ensured that the goals defined by the Supervisory Board continue to be fulfilled.

In accordance with Section 125 (1) sentence 5 of the German Stock Corporation Act (AktG), of the twelve members of the Supervisory Board four hold memberships in other statutory supervisory boards and memberships in comparable domestic and international supervisory bodies of commercial enterprises:

Jeannette Kurtgil:

  • Esco GmbH, Hanover, Member of the Advisory Board

Prof. Dr. Andrea Pfeifer:

  • Bio MedInvest AG, Basel, Switzerland, Chairperson of the Board of Directors
  • AB2 Bio SA, Lausanne, Switzerland, Chairperson of the Board of Directors

Dr. Winfried Steeger:

  • Verwaltungsgesellschaft Otto mbH (codetermined limited liability company of the Otto Group), Hamburg, Member of the Supervisory Board
  • Eurokai GmbH & Co. KGaA, Hamburg, Chairman of the Supervisory Board
  • Blue Elephant Energy AG, Hamburg, Member of the Supervisory Board
  • August Prien Verwaltung GmbH, Hamburg, Chairman of the Supervisory Board
  • EUROGATE Geschäftsführungs-GmbH & Co KGaA, Bremen, Member of the Supervisory Board
  • Familie Thomas Eckelmann Verwaltungsgesellschaft mbH, Hamburg, Deputy Chairman of the Administrative Board
  • Kurt F.W.A. Eckelmann GmbH, Hamburg, Deputy Chairman of the Administrative Board
  • Familie Thomas Eckelmann GmbH & Co. KG, Hamburg, Deputy Chairman of the Administrative Board

Peter Winkelmann:

  • amedes Holding GmbH, Hamburg, Deputy Chairman of the Supervisory Board
  • aenova Holding GmbH, Starnberg, Germany, Vice Chairman of the Supervisory Board

The current number of Symrise shares is 135,426,610.