Nominating and selecting the highest governance body
In accordance with the articles of incorporation, Symrise AG’s Supervisory Board has twelve members, with six representatives elected by the shareholders and six by the employees. The period of office is identical for all members. In accordance with the recommendations of the German Corporate Governance Code (DCGK) 2017, the shareholder representatives are elected individually at the Annual General Meeting.
The six employee representatives were chosen from among the German staff on February 24, 2016, in compliance with the legally prescribed election process.
Currently, the following shareholder representatives have been elected to the Supervisory Board for the period lasting until the end of the Annual General Meeting that will decide on discharges for the 2020 fiscal year:
Ursula Buck, Managing Director of Top Management Consulting Buck Consult, Possenhofen; Horst-Otto Gerberding, Managing Partner at Gottfried Friedrichs (GmbH & Co.) KG, Holzminden; Bernd Hirsch, Chief Financial Officer of Bertelsmann Management SE, Neuler; and Prof. Dr. Andrea Pfeifer, Chief Executive Officer of AC Immune S. A., St. Légier, Switzerland.
Due to reaching the age limit, Dr. Winfried Steeger, Managing Director of Constanze GmbH & Co KG, Hamburg, was elected to the Supervisory Board for a term that runs until the end of the Annual General Meeting that will decide on discharges for the 2019 fiscal year.
Due to his reaching the age limit, Dr. Becker’s term of office ended at the conclusion of the General Meeting on May 16, 2018, and a new representative of the shareholders was elected to the Supervisory Board. Taking into account the goals and the competence profile for the composition of the Supervisory Board, Bernd Hirsch, Chief Financial Officer of Bertelsmann Management SE, Neuler, was elected to the Supervisory Board until the end of the Annual General Meeting that will decide on discharges for the fiscal year 2020.
Dr. Thomas Rabe, Chief Executive Officer of Bertelsmann Management SE, Berlin, resigned from his position for personal reasons and on good terms with effect from the end of December 31, 2019. In his place, Michael König was appointed member of the Supervisory Board by order of the District Court of Hildesheim on January 15, 2020.
The following six employee representatives were elected to the Supervisory Board for the period lasting until the end of the Annual General Meeting that will decide on discharges for the 2020 fiscal year:
Harald Feist, Chairman of the works council and Chairman of the general works council of Symrise AG, Holzminden; Andrea Püttcher, Vice Chairperson of the works council and Vice Chairperson of the general works council of Symrise AG, Bevern; André Kirchhoff, independent member of the works council at Symrise AG, Bevern; Dr. Ludwig Tumbrink, Vice President Special Projects, Supply Chain Flavor EAME at Symrise AG, Höxter; Jeannette Kurtgil, IG BCE trade union secretary for the North region, Burgdorf; and Peter Winkelmann, Regional Head of the IG BCE district South Lower Saxony, Alfeld.
When nominating candidates for election to the Supervisory Board, particular attention was paid to the knowledge, skills and professional experience required for the duties to be performed, as well as to the principle of diversity among the Supervisory Board’s members. The current Supervisory Board at Symrise AG includes eight independent members and four women:
Ms. Buck, Ms. Kurtgil, Prof. Dr. Pfeifer and Ms. Püttcher. The Supervisory Board will continue to attempt to implement the regulations specified in 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, insofar as it concerns the composition of the Supervisory Board and with the support of corresponding nominations regarding the election of the shareholder representatives by the Annual General Meeting and the election of employee representatives by the staff.
Bernd Hirsch, who joined the Supervisory Board on May 16, 2018, is the first member to have previously been a member of the Executive Board. There was a period of two years, four months and 15 calendar days between the end of Mr. Hirsch’s activity on the Executive Board and his election to the Supervisory Board. This satisfied the conditions of Section 100 (2) number 4 of the German Stock Corporation Act (AktG) (the “cooling-off” period). A neutral and independent consulting and monitoring of the Executive Board continues to be ensured without restriction. At least one independent member has expertise in accounting or auditing.
The Supervisory Board is to name specific goals for its composition pursuant to No. 5.4.1 (2) sentence 1 of the Corporate Governance Code 2017, that, in keeping with the company’s specific situation, take account of (i) the company’s international activity, (ii) potential conflicts of interest, (iii) the number of independent Supervisory Board members, (iv) an age limit for Supervisory Board members to be defined, (v) a maximum period for membership in the Supervisory Board to be determined and (vi) diversity, among other things.
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 for the Equal Participation of Women and Men in Management Positions,” passed by the German Bundestag on February 6, 2015, and the Bundesrat on March 27, 2015, was implemented.
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 Ursula Buck, Horst-Otto Gerberding, Bernd Hirsch, Michael König, Jeannette Kurtgil, Prof. Dr. Andrea Pfeifer, Dr. Winfried Steeger (Chairman) 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.
As in the past, the Supervisory Board formed a total of four committees to fulfill its responsibilities more efficiently. These committees draft the Supervisory Board’s resolutions and prepare the agenda items to be addressed in the full meetings. To the extent that this is legally admissible, in individual cases the Supervisory Board delegates decision-making to its committees. The Supervisory Board established an Auditing Committee, an Arbitration Committee pursuant to Section 27 (3) of the Codetermination Act (MitbestG), a Personnel Committee and a Nominations Committee as permanent committees. The task of the latter is to recommend suitable candidates to represent the shareholders when new Supervisory Board elections are coming up. The Chairman of the Supervisory Board chairs all of the committees with the exception of the Auditing Committee. In the full meetings, the chairmen of the committees report regularly and comprehensively on the content and results of the committee meetings.
The Personnel Committee is responsible for matters pertaining to the Executive Board. These matters particularly include making resolution recommendations at the full Supervisory Board meetings regarding the appointment of Executive Board members or regarding components of Executive Board members’ employment contracts. This committee is also responsible for succession planning at the Executive Board level. The Personnel Committee deals with the development of the Executive Board remuneration system – specifying the amount of remuneration and the related target agreements and making corresponding recommendations at the full Supervisory Board meetings. The Personnel Committee additionally resolved to incorporate the criterion of diversity when appointing future Executive Board members, striving in particular to give appropriate consideration to women. The Personnel Committee currently has six members, of which three members are chosen by the shareholder representatives and three are chosen by the employee representatives in the Supervisory Board. The members are:
Dr. Winfried Steeger (Chairman as of 8/8/2019), Harald Feist, Horst-Otto Gerberding, Prof. Dr. Andrea Pfeifer, Dr. Ludwig Tumbrink and Peter Winkelmann.
The Auditing Committee mainly focuses on matters relating to the annual financial statements and consolidated financial statements, which includes monitoring the accounting process, the effectiveness of the internal controlling system, the risk management system, the internal auditing system and the audit of annual accounts. It also monitors the independence and qualifications of the auditor as well as additional services provided by the auditor. Furthermore, the Auditing Committee discusses the interim reports in detail and approves them before they are published. The Auditing Committee prepares the Supervisory Board’s decision on the approval of the annual financial statements and its approval of the consolidated financial statements. To this end, it is responsible for pre-auditing the annual financial statements, the consolidated financial statements, the management report and the proposal regarding appropriation of earnings. The regular agenda items also include the receipt of the reports from Internal Auditing and the Group Compliance office as well as the risk report. At least one member of the Auditing Committee must be independent and possess expertise in accounting or auditing. The Auditing Committee currently has six members. Three members are shareholder representatives on the Supervisory Board and three are employee representatives on the Supervisory Board. The members are:
Bernd Hirsch (Chairman), Ursula Buck, Harald Feist, Jeannette Kurtgil, Dr. Winfried Steeger and Peter Winkelmann.
The Auditing Committee prepared the Supervisory Board’s proposal to the Annual General Meeting to nominate Ernst & Young GmbH of Hanover as the new auditor. Furthermore, the Auditing Committee solicited a statement of independence from the auditor. It commissioned the auditor, established the main focuses of the audit and prepared the resolution for the Supervisory Board regarding the auditing fees. Additionally, the Auditing Committee drew up its own regulation regarding its concrete procedure.
Shareholders and employees are equally represented on the Arbitration Committee pursuant to Section 27 (3) of the Codetermination Act. The Arbitration Committee has four members. The current four members are Dr. Winfried Steeger (Chairman as of 8/8/2019), Ursula Buck, Harald Feist and Dr. Ludwig Tumbrink.
The Nominations Committee consists exclusively of shareholder representatives from the Supervisory Board in accordance with the German Corporate Governance Code 2017. Its task is to recommend shareholder representatives to the Annual General Meeting who would be suitable Supervisory Board members for upcoming Supervisory Board elections. Three Nominations Committees consist of three members. Currently, these are Dr. Winfried Steeger (Chairman), Horst-Otto Gerberding and Prof. Dr. Andrea Pfeifer.