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. Working Committee,
2. Personnel Committee,
3. Audit 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.
The Working Committee comprises the Chairman of the Supervisory Board and five other members whom the Supervisory Board elects from its own number.
The Working Committee has the following duties: the members of the Working Committee 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. Between Supervisory Board meetings, the Working Committee performs most of the monitoring duties. This does not affect the monitoring obligations 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 in lieu of the full Supervisory Board in urgent matters. 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 held four meetings in the fiscal year at which it discussed the development of sales and womenswear activities, the employment pact and preparations for the Annual Shareholders’ Meeting.
Members of the Working Committee (since May 2015):
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 relating 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 for 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 grant 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 ten meetings, at which it focused on target agreements for the Managing Board and reviewed achievement of the targets. It also dealt with the extension of contracts for Managing Board members.
Members of the Personnel Committee (since May 2015):
The Audit Committee consists of at least four members elected by the Supervisory Board; the total number of members of the Audit Committee is determined by the Supervisory Board and must always be an even number. In accordance with the 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:
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, Mr. Hermann Waldemer. Mr. Waldemer also possesses particular knowledge of and experience in the application of accounting principles and internal control processes. For this reason, he is also a designated Financial Expert.
The Audit Committee met four times in fiscal year 2015. The main subjects of its meetings were 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 separate and consolidated financial statements, the risk monitoring system and the risk management system, the internal control systems and compliance issues.
Members of the Audit Committee (since May 2015):
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 German Corporate Governance Code. 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):
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 Committee established in accordance with Sec 27 (3) MitbestG [“Mitbestimmungsgesetz”: Codetermination Act] held one meeting in the past fiscal year and concerned itself with the appointment of members of the Managing Committee.
Members of the Mediation Committee (since May 2015):
|Number of members||Number of meetings||Attendance rate|
|Working Committee||6||4||100 %|
|Personnel Committee||4||100||100 %|
|Audit Committee||4||4||100 %|
|Mediation Commitee||4||1||100 %|
|Full Supervisory Board||12||9||98 %|
HUGO BOSS AG
Phone: +49 7123 94-0
Fax: +49 7123 94-80259