The management structure at HUGO BOSS is primarily derived from the requirements of corporate law. As a German stock corporation, HUGO BOSS AG has a dual management and control structure. The Managing Board is responsible for the Group’s strategy and its management. The Supervisory Board advises the Managing Board and monitors its management activities.
The Managing Board and Supervisory Board cooperate closely for the benefit of the Group. Their shared objective is to increase the enterprise value in the long term. The Managing Board regularly informs the Supervisory Board in a timely manner and in detail on issues of importance for the Group concerning strategy, planning, business development, the risk position, risk management and compliance. Deviations from targets and budgets are explained to the Supervisory Board and its committees. The strategic alignment and further development of the Group are also discussed and coordinated with the Supervisory Board.
The Managing Board comprises the chairman and the members with equal rights, whose duties cover specific corporate functions. There are three members of the Managing Board at the end of fiscal year 2016.
The HUGO BOSS Group is managed by the Managing Board of the parent company HUGO BOSS AG, in which all of the Group management functions are bundled. The Managing Board’s core duties include defining the corporate strategy (particularly the brand and distribution strategy), corporate finance, risk management, decisions on the collections and the management of the sales network. In addition, it is responsible for preparing the annual, consolidated and interim financial statements and for establishing and monitoring a risk management system.
The bylaws of the Managing Board govern the allocation of duties to its members as well as the procedures to be adopted for passing resolutions. In particular, they also define disclosure and reporting duties as well as those matters requiring the approval of the Supervisory Board.
In accordance with the German Corporate Governance Code, HUGO BOSS attaches a high level of importance to the independence of members of the Supervisory Board. The members of the Supervisory Board of HUGO BOSS have the knowledge, skills, and professional experience necessary for the respective committees. The Supervisory Board currently includes three women. Until Ms. Lersmacher resigned as an employee representative with effect from July 31, 2016, the gender quota pursuant to Sec. 96 (2) AktG [“Aktiengesetz”: German Stock Corporation Act] had been fulfilled in overall terms, with a total of four women (including three employee representatives). The employee side opposed the concept of overall fulfillment in its resolution of July 25, 2016, which means that from now on the 30% gender quota is to be fulfilled separately for shareholder representatives and employee representatives. The two female employee representatives fulfill the gender quota on the employee representatives’ side. As a result of the aforementioned decision, the gender quota for the shareholder representatives is no longer fulfilled, as only one woman has been elected. It must be ensured that the gender quota is fulfilled on the shareholder representatives’ side at the next election.
None of the current members of the Supervisory Board previously held a Managing Board position within the Group. There were also no advisory or other service agreements in place between members of the Supervisory Board and the Group in the reporting year.
Acting under Sec. 111 (5) AktG, on September 23, 2015, the Supervisory Board defined a target for the proportion of women on the Managing Board, which is to be achieved by June 30, 2017. This target has yet to be attained. Several candidates of both genders were included in the selection process for the appointment of members of the Managing Board, which the Supervisory Board undertook following preparations by the Personnel Committee in 2016. The two newly appointed members and the new chairman were eventually chosen on the basis of their professional expertise.
In accordance with the recommendation of the German Corporate Governance Code, the Supervisory Board has also set specific targets for its own composition and for the composition of the Managing Board. The Supervisory Board should have at least two non-German members, none of the members are permitted to have potential conflicts of interest and none of the Supervisory Board members may be older than 69 years of age when they are elected. In addition, the Supervisory Board has set itself a specific target as regards the number of “independent” members of the Supervisory Board within the meaning of the German Corporate Governance Code: Accordingly, of the twelve members of the Supervisory Board, at least eight members, including the six employee representatives, will have to be independent in the future. A standard maximum period of membership of the Supervisory Board has been dispensed with as HUGO BOSS takes the view that a predefined maximum period of membership is not appropriate as it may prevent the Company from benefiting from the expertise of long-standing members of the Supervisory Board.
In addition, the Supervisory Board examines the annual and consolidated financial statements and reports on the results of this audit to the Annual Shareholders’ Meeting.
The Supervisory Board has adopted bylaws which govern its duties and responsibilities as well as the procedures for convening, preparing and chairing meetings and for passing resolutions. In addition, the bylaws stipulate equal representation in the composition of all Committees.
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