The Supervisory Board pays attention to diversity in the composition of the Managing Board (diversity concept for the Managing Board). Diversity among the Managing Board’s members serves to ensure the Company’s success over the long term. The Supervisory Board takes account of a number of aspects in the composition of the Managing Board, including the following:
- Members of the Managing Board should have long-standing management experience.
- Members of the Managing Board should have an international background (i.e., individuals who possess experience gained outside Germany due to current or past activities and/ or who hold non-German citizenship).
- As many different educational and professional backgrounds as possible should be represented in the Managing Board as a whole.
- In addition to the legally required qualifications, the Managing Board as a whole should have members with knowledge of branding, supply chain matters, and distribution.
- To ensure long-term succession planning, the Managing Board as a whole should have a well balance of ages among its members.
- The Supervisory Board is pursuing the target of having at least one woman on the Managing Board by December 31, 2023 at the latest.
- Members of the Managing Board may not, as a rule, be older than 60 years of age when they are appointed.
Decisions on the specific composition of the Managing Board are made by the Supervisory Board in the interest of the Company and taking into account all the circumstances of the individual case. With the exception of the target for the proportion of women on the Managing Board, the aforementioned composition targets were achieved throughout the reporting period.
Pursuant to Sec. 111 (5) AktG [“Aktiengesetz”: German Stock Corporation Act], the Supervisory Board had set the target of having at least one woman on the Managing Board of the Company for the period up to December 31, 2021, but did not meet this target. The Supervisory Board strives to ensure an appropriate representation of women on the Managing Board. However, personnel decisions are always made with a view to the qualifications of all candidates. In the personnel decisions made by the Supervisory Board during the reference period, the most suitable person for the respective position was selected on this basis from a diverse group of candidates in a multi-stage process, irrespective of gender. Pursuant to Sec. 111 (5) AktG, the Supervisory Board has again set the target of one woman on the Managing Board for the reference period up to December 31, 2023.
The GCGC stipulates that the Managing Board shall pay attention to diversity when filling management positions in the Company, and shall in particular strive for an appropriate consideration of women. The Managing Board is committed to this objective. It has already paid attention to the diversity of the workforce and will continue to do so in future. Pursuant to Sec. 76 (4) AktG, the Managing Board had set the target of achieving a proportion of women of at least 30% at the first management level, and at least 35% at the second management level below the Managing Board for the reference period up to December 31, 2021.
As of December 31, 2021, the proportion of women at the first management level below the Managing Board was 29%. While the proportion of women was hence above the prior-year level (December 31, 2020: 25%), it was slightly below the target figure. HUGO BOSS strives to ensure that all genders are adequately represented within the workforce. However, positions are filled solely on the basis of the qualifications of the applicants, even if – as in the case of the first management level below the Managing Board – this leads to a proportion of women that is lower than the target. With a share of women of 45%, the target for women at the second management level below the Managing Board was again clearly exceeded as at December 31, 2021 (December 31, 2020: 43%). Pursuant to Sec. 76 (4) AktG, the Managing Board has set a target gender quota of at least 40% women in the first management level, and 50% in the second management level below the Managing Board to be achieved for the reference period up to December 31, 2025.
Jointly with the Managing Board, the Supervisory Board is responsible for long-term succession planning for the Managing Board. In this context, the Supervisory Board considers the target for the proportion of women on the Managing Board and the criteria set out in the diversity concept for the Managing Board’s composition as well as the requirements of the German Stock Corporation Act (Aktiengesetz) and the GCGC. Respecting the specific qualification requirements and the aforementioned criteria, the Personnel Committee draws up an ideal profile, on the basis of which it compiles a shortlist of available candidates. Interviews are then conducted with these candidates before a recommendation is submitted to the Supervisory Board for approval. When developing the requirement profiles and selecting the candidates, the Supervisory Board is supported, if necessary, by external consultants.