Operating procedures for management and supervisory boards
OPERATING PROCEDURES FOR THE MANAGEMENT AND SUPERVISORY BOARDS; COMPOSITION AND OPERATING PROCEDURES FOR THEIR COMMITTEES
The management and supervisory boards work together closely and in an atmosphere of trust in the interests of the Company. The chairman of the supervisory board coordinates the board's work and chairs its meetings. The supervisory board has also appointed committees. The management board generally attends supervisory board meetings, submits written and verbal reports on individual agenda items and proposals for resolution, and answers any questions posed by supervisory board members. The supervisory board also meets regularly without the management board being present.
Pursuant to Article 7 of the Company's statutes, the supervisory board appoints the members of the management board and determines the rules of procedure and delegation of responsibilities for the management board. The chairman of the supervisory board decides whether management board members should attend supervisory board meetings. The supervisory board has also determined rules of procedure for itself and for its committees. In its report to the annual general meeting each year, the supervisory board discusses its activities and those of its committees. Information on the members and chairmen of the supervisory board committees is provided on the Company's website under Management and Supervisory Boards. There are no committees at management board level.
INDEPENDENCE OF SUPERVISORY BOARD MEMBERS
ASSESSMENT OF THE WORK OF THE SUPERVISORY BOARD
AGE LIMIT AND LONG-TERM SUCCESSION PLANNING FOR THE MANAGEMENT BOARD
COMPETENCE PROFILE OF THE SUPERVISORY BOARD AND ITS COMMITTEES
The supervisory board has defined specific objectives governing its composition and has drawn up a corresponding competence profile set for the board as a whole and for its audit committee, in particular. This profile was adjusted over the past financial year to reflect the latest recommendations of the German Corporate Governance Code in its current version. It forms the basis for all election proposals submitted to the annual general meeting. The objectives and competence profile can be found on the Company's website under www.all-for-one.com/supervisory-board. The individual areas of competence and progress with implementing the defined objections are listed below for each individual, together with an assessment of the independence of the shareholder representatives on the supervisory board:
|Area of competence||Josef
|Management board experience in a listed company||X||X||X||X||n.a.||n.a.|
|Independent of the Company and its management board||X||X||X||X||n.a.||n.a.|
|Independent of the majority shareholder||X||No||No||X||n.a.||n.a.|
At least one member of the supervisory board is an expert with the requisite scope of specialist knowledge in the field of accounting and one other in the field of auditing. At present, these are Paul Neumann who is chairman of the audit committee, Josef Blazicek who is also on the audit committee, and Dr. Rudolf Knünz. By virtue of his training and position as CEO of Unternehmens Invest AG (UIAG), Paul Neumann has extensive accounting and auditing experience. Having spent many years buying and selling companies and working on investment projects, Josef Blazicek has extensive knowledge of both areas.
In addition, moving forward, the supervisory board is now also required to possess sufficient expertise in the field of sustainability to enable it to competently address the issue of sustainability with regard to the Company, whereby individual members of the supervisory board may contribute expertise in specific relevant areas of sustainability. In particular, the supervisory board is required to possess the requisite professional skills to enable it to oversee how environmental and social sustainability are incorporated into the strategic orientation and budgeting processes of the Company.
The entire supervisory board currently meets this requirement; Paul Neumann and Josef Blazicek have a particularly in-depth understanding of sustainability issues. For years, the two gentlemen have been addressing sustainability issues in their respective functions as CEO of UIAG and long-term member of various supervisory boards. These issues are becoming increasingly important, especially in the financial sector and for investors in general, not least in view of the »European Green Deal« and, particularly, the EU Taxonomy Regulation.
Added to which, sustainability has been occupying a key role in the corporate culture and strategy of All for One Group for many years already, and is increasingly gaining in importance. In addition, extended legal requirements, such as the Supply Chain Sourcing Obligations Act [Lieferkettensorgfaltspflichtengesetz, LkSG] and the upcoming EU Corporate Sustainability Due Diligence Directive (CSDD) as well as the EU Regulation regarding corporate sustainability reporting (CSRD), influence the importance of sustainability aspects.
Against this background, the employee representatives on the supervisory board of All for One Group SE, Maria Caldarelli (Executive Director Legal & Integrity) and André Krüger (Senior Industry Alliance Manager), deal continuously with these issues as part of their normal work for the Company.
When proposing candidates for election to the supervisory board, the supervisory board generally considers an age limit of 70 years at the time of election. In the case of nominations for re-election of a supervisory board member, an age limit of 75 years at the time of re-election applies as a general rule.