Supervisory Board Committees

The Supervisory Board has formed five committees, which perform to the extent legally permissible, statute and/or bylaw. The tasks assigned to them in the name of and on behalf of the entire Supervisory Board:

1. Audit Committee,

2. Personnel Committee,

3. Working Committee,

4. Nomination Committee and

5. Mediation Committee

To the extent permitted by law, the Supervisory Board’s decision-making authority was transferred to the Committees. The committees addressed in-depth the respective issues assigned to them and the chairs of the committees always reported in detail to the Supervisory Board on the meetings and their results.

1. Audit Committee

The Audit Committee is composed of at least four members who are elected by the Supervisory Board. The total number of members of the Audit Committee is determined by the Supervisory Board and must always be even. In accordance with the German Corporate Governance Code, the Committee must have at least one independent member. The Audit Committee is responsible for monitoring the financial reporting process, the effectiveness of the systems of internal control, risk management and internal auditing, and the audit of the annual financial statements. It has the following main duties:

• To perform a preliminary audit of the annual financial statements and the consolidated financial statements, the combined management report of HUGO BOSS AG and the Group and the profit appropriation proposal, to discuss the audit report with the external auditor and to prepare the Supervisory Board’s decision on the approval of the annual financial statements and the consolidated financial statements;

• To examine the quarterly reports (interim reports and quarterly statements) and discuss them with the Managing Board;

• To prepare the Supervisory Board’s proposal to the Annual Shareholders’ Meeting concerning the appointment of an external auditor and, in particular, to satisfy itself of the external auditor’s independence and to examine the additional services which are provided;

• To engage the external auditor and to sign the corresponding fee agreement for the audit of the annual financial statements and the consolidated financial statements following consultation with the Managing Board on the basis of the resolution passed at the Annual Shareholders’ Meeting, including the determination of the key audit points and the auditor’s reporting duties towards the Supervisory Board;

• To satisfy itself that the statutory provisions and internal company policies have been complied with (“compliance”).

The Supervisory Board satisfied itself of the independence of the members of the Audit Committee representing the shareholders and of the Chairman of the Audit Committee, Hermann Waldemer. 

The Audit Committee met five times in 2017. The main agenda of its meetings concerned the financial reporting of the Company and the Group with respect to the annual, half-yearly and quarterly financial statements and reports, the audit of the annual and consolidated financial statements, monitoring of the risk management and internal control system, compliance matters and risk management. In addition, the Audit Committee requested the declaration of independence from the external auditor and satisfied itself of the auditor’s independence. In addition to defining the main aspects of the audit of the annual and consolidated financial statements for 2017 and mandating the external auditor, it approved non-auditing services and placed a cap on the fees payable for such non-auditing services. In addition, the results of the internal preliminary audit of the non-financial report were discussed in accordance with the Act to Strengthen Non-Financial Reporting by Companies in the Management and Group Management Reports (CSR Directive Implementation Act).

Members of the Audit Committee (since May 2015):

  • Hermann Waldemer (Chairman)
  • Fridolin Klumpp
  • Michel Perraudin
  • Antonio Simina

2. Personnel Committee

The Personnel Committee is made up of the Chairman of the Supervisory Board and three other members elected by the Supervisory Board from its own number. Its composition ensures equal representation. It makes decisions on the service contracts of the Managing Board members and other contractual matters (including those relating to former Managing Board members and their surviving dependents) not related to the compensation of Managing Board members. Decisions concerning the compensation of Managing Board members (including former Managing Board members and their surviving dependents) as well as regular deliberation on and the review of the compensation system are the responsibility of the full Supervisory Board. However, the Personnel Committee submits proposals in preparation of decisions on these matters. In addition, the Personnel Committee makes decisions in accordance with Sec. 114 AktG (contracts with Supervisory Board members) and Sec. 115 AktG (loans to Supervisory Board members) as well as matters requiring the Supervisory Board’s consent in connection with senior executives (including the granting of loans to senior executives within the meaning of Sec. 89 (2) AktG). To the extent permitted by law, it represents the Company in transactions with Managing Board members (including former Managing Board members and their surviving dependents).

The Personnel Committee held seven meetings at which it focused on the changes to the Managing Board. In addition, the Personnel Committee handled the preparations for the target agreements on behalf of the Managing Board and reviewed the achievement of the targets. 

Members of the Personnel Committee (since May 2015):

  • Michel Perraudin (Chairman)
  • Luca Marzotto
  • Sinan Piskin
  • Antonio Simina

3. Working Committee

The Working Committee comprises the Chairman of the Supervisory Board and five other members whom the Supervisory Board elects from its own number. They assist and advise the Chairman of the Supervisory Board. In accordance with the statutory provisions, the Working Committee works closely with the Managing Board to prepare the meetings of the Supervisory Board. In particular, the Working Committee performs the monitoring duties between the meetings of the Supervisory Board. This does not prejudice the monitoring duties of the individual members of the Supervisory Board. The Working Committee makes decisions on transactions requiring consent in cases where the Supervisory Board has delegated its powers accordingly. To the extent permitted by law, the Working Committee may make decisions on urgent matters in lieu of the full Supervisory Board. In such cases, it must immediately notify the Supervisory Board in writing and report orally in detail at the next Supervisory Board meeting on the decision, the reasons for it and the need for the decision by the Working Committee.

The Working Committee met five times in the year under review and dealt with the remuneration of the Supervisory Board, the strategy, preparations for the Annual General Meeting and the establishment of subsidiaries in Estonia and Latvia. In addition, it deliberated on the performance of online business, personnel matters, the renewal of the license agreement for watches as well as the corporate governance statement and the diversity policy

Members of the Working Committee (since May 2015):

  • Michel Perraudin (Chairman)
  • Anita Kessel
  • Luca Marzotto
  • Sinan Piskin
  • Antonio Simina
  • Hermann Waldemer

4. Nomination Committee

The Nomination Committee has two members who are elected by the representatives of the shareholders on the Supervisory Board from their own number; accordingly, it is made up solely of shareholder representatives in accordance with the requirements set out in Sec. 5.3.3 of the GCGC. It is required to identify suitable candidates for the election of shareholder representatives to the Supervisory Board and to put their names forward to the Supervisory Board as its proposed nominees for election at the Annual Shareholders’ Meeting. 

It was not necessary for the Nomination Committee to be convened in the year under review.

Members of the Nomination Committee (since May 2015):

  • Gaetano Marzotto
  • Michel Perraudin

5. Mediation Committee

The Mediation Committee comprises the Chairman of the Supervisory Board, the Deputy Chairman of the Supervisory Board, one member elected by the employee representatives on the Supervisory Board and one elected by the shareholder representatives on the Supervisory Board, with a majority of the votes cast in both cases. Its sole purpose is to perform the duties referred to in Sec. 27 (3) and Sec. 31 (3) Sentence 1 Mitbestimmungsgesetz [Co-Determination Act]. Accordingly, the Mediation Committee submits proposals for the appointment of members of the Managing Board in cases in which a prior proposal has failed to achieve the necessary statutory majority.

The Mediation Committeeset up in accordance with Sec. 27 (3) MitbestG [“Mitbestimmungsgesetz”: German Co-determination Act] did not meet in the past fiscal year. 

Members of the Mediation Committee (since May 2015):

  • Michel Perraudin (Chairman)
  • Tanja Silvana Grzesch 
  • Gaetano Marzotto
  • Antonio Simina

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