The Chairman of each committee reports to the Supervisory Board on its discussions and resolutions.
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The composition of the Audit Committee has not changed compared to the previous year. It prepares the decisions of the Supervisory Board as a whole relating to the conclusion, extension, modification and termination of contracts of employment between the company and the members of the Executive Board. Its tasks also include drawing up a proposal on the structure of the compensation system for the Executive Board, as well as regularly reviewing and setting the total compensation for the individual members of the Executive Board.
The Audit Committee consists of the Chairman of the Supervisory Board and two other members of the Supervisory Board and convenes at least three times a year. Balli, who is the current Chairman of the Audit Committee and presided over it in the past fiscal year, fulfills the statutory requirements regarding independence and expertise in the fields of accounting and auditing of financial statements. It was agreed with the independent auditor that the Chairman of the Supervisory Board or the Audit Committee be informed immediately of possible reasons for excluding the auditor or for establishing a lack of impartiality that arise during the audit, unless these were remedied immediately.
Moreover, the independent auditor reports immediately to the Supervisory Board on all findings and occurrences that are of importance to the Supervisory Board and Audit Committee in discharging their duties and that arise in the course of its audit of the financial statements. A further task of the Audit Committee is to discuss the adequacy and proper functioning of the internal control system for financial reporting with the Executive Board. As part of preparation of the annual and consolidated financial statements, the Audit Committee is responsible for conducting a preliminary examination of the documents relating to the single-entity and consolidated financial statements and the Combined Management Report.
The Audit Committee prepares the decisions of the Supervisory Board as a whole on approval of the annual financial statements of KWS SAAT SE and the consolidated financial statements of the KWS Group on the basis of the report by the independent auditor and draws up a proposed resolution by the Executive Board on the appropriation of profits. The Audit Committee also discusses the quarterly reports, the semiannual financial report and the accompanying press releases in direct dialogue with the Chief Financial Officer and the Chief Executive Officer.
It submits nominations for the elections of the shareholder representatives on the Supervisory Board. The candidates for the shareholder representatives on the Supervisory Board are proposed to the Supervisory Board as a whole by the Nominating Committee. Diversity aspects are also to be taken into account in that. The issue of diversity is also heeded in selecting the members of the Executive Board. However, individual diversity aspects, such as relating to gender, age or internationality, are not currently specified by KWS in more detail. The ratio of women on the Executive Board was thus 25 percent and that on the Supervisory Board was 50 percent.
Hannover Re - Corporate governance
The Supervisory Board adopted resolutions to that effect for the first time in The ratio of female members representing the shareholders on the Supervisory Board should be at least 25 percent and be achieved by June 30, This target for shareholder representatives on the Supervisory Board was achieved by the time the defined period ended. The regulations for election of employee representatives on the Supervisory Board do not specify any targets or minimum figure for the ratio of women and men; the target for the ratio of women as shareholder representatives on the Supervisory Board was The ratio of female members of the Executive Board was to be at least 25 percent in accordance with the original target set by the Supervisory Board and was also be achieved by June 30, It was likewise achieved.
The Executive Board adopted a target of achieving a ratio of female employees of 15 percent in management tier 1 and of ten percent in management tier 2 by June 30, Neither target was able to be reached by the set date. A vacancy in the first management tier had not been filled by that date. There were no changes in personnel in the second management tier up to the set date, which meant the target figure could not be achieved. When the statutory period of time ended on June 30, , the target figures and dates for achieving them had to be redefined:.
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These targets are to be achieved by June 30, Your e-mail address. Registered by:. Stay signed in. Log in. Forgot password. E-mail has been sent. You have not received an e-mail? But, as American prosecutors discovered :. The magnitude of the bribery system was widespread. As Reinhard Siekaczek, a Siemens employee put it :. We all knew that what we were doing was illegal. Paying a bribe was customary in practically all business units at Siemens AG, except for business units that deals with lamps and such. Without real counter actions, the risk is that the spread of corruption will continue as a virus, with companies imitating one other.
Another lesson is that the only real justice system taking on corruption seriously is the US. Only the US Department of Justice has been able to sanction corporations sufficiently. All governments should stop simply saying that corruption is bad. They should also show that it will be punished. Low pay, earnings mobility and policy — Manchester, Lancashire.
Edition: Available editions United Kingdom. Bertrand Venard , Audencia. Author Bertrand Venard Professor, Audencia. A few years later, Linda Thomsen, Director at the Security Exchange Commission described the pattern of bribery in the company as: … unprecedented in scale and geographic reach.
Sartorius Code of Conduct
How did it happen and why is it important to keep this case in mind? The Supervisory Board has assigned each Executive Board member a portfolio of responsibilities for specific organization units and has specified the decisions for which all Executive Board members are jointly responsible.
The management of the five business units is the joint responsibility of all the members. A Group Management Board is at hand to assist them. Members of this board are the three Executive Board members and one manager from each of the five business units who coordinates the activities of his respective business unit business unit manager.
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The members of the Executive Board are liable to the company for any dereliction of duty. In appointing Executive Board members, the Supervisory Board gives consideration to the following:. Along with suitability in terms of personal competence, skills and expertise for the individual Executive Board member portfolios, and while taking account of company-specific requirements, the concept applied to the composition of the Executive Board is aimed at contributing through the greatest possible diversity to a professional and responsible performing of the management duties of the entire Executive Board.
The Supervisory Board realizes the concept of diversity in the composition of the Executive Board by taking account within the greatest scope possible of the aspects of diversity under this concept when selecting members to be appointed to the Executive Board. The diversity concept for the composition of the Executive Board is implemented to the highest degree possible. The Executive Board holds regular meetings and telephone conferences for the purpose of discussion and decision-making. It has not currently formed any standing committees.
In its management and control of the subsidiaries and affiliates, the Executive Board deploys the following instruments, while also consulting with the Group Management Board:. The core tasks of the Supervisory Board are to advise and supervise the Executive Board in its management of the company.
Corporate Governance Statement
In accordance with the law, certain fundamental decisions may only be made with its approval. It has determined that, in addition, certain types of transactions require its approval.
The members of the Supervisory Board are liable to the company for any dereliction of duty. The Supervisory Board comprises 21 members, specifically ten shareholder and ten employee representatives plus one other member. The Supervisory Board considers at least six independent shareholder representatives on the Supervisory Board to be an appropriate number. In the opinion of the Supervisory Board, the following shareholder representatives can be considered independent within the meaning of the German Corporate Governance Code: Ulrike Brouzi, Dr. Susanne Knorre, Dr.
Joachim Schindler, Univ. The Supervisory Board has defined the objectives set out below as further important goals for its composition and competence profile: Along with all statutory requirements placed on the individual supervisory board members, they should possess the necessary expertise and personal competence anchored in expert knowledge, capabilities and experience, as well as in their personal suitability for assuming the tasks incumbent on them. Among the members there should be persons with technical expertise, experience in managing companies and in developing corporate strategies, with knowledge of financial instruments and preferably international experience.
At least one member must be specially qualified in matters of accounting and the auditing of financial statements. Similarly, at least one member must have special knowledge and experience in applying accounting standards and in internal control procedures.
The objectives defined by the Board for its composition and the competence profile it has drawn up for the entire Supervisory Board have been fulfilled in the Supervisory Board proposals for the Annual General Meeting of Shareholders for the election of the new Supervisory Board. In selecting candidates for its proposals for the election of Supervisory Board members to be put forward to the General Meeting of Shareholders, the Supervisory Board gives consideration to the following:.
In terms of the composition of the Supervisory Board, and while taking account of the company-specific requirements, the diversity concept is aimed at contributing to the professional and responsible performing of the duties of the entire Supervisory Board through the greatest possible diversity of the personal competences, skills and expertise represented on the Board, the educational and professional backgrounds, as well as different assessment aspects based on age and gender. The Supervisory Board endeavors to implement the diversity concept applied to its composition by taking the aspects of this concept into account as far as possible in the election of Supervisory Board members, along with other aspects to be considered when selecting appropriate candidates for its proposals for the election of Supervisory Board members.
The diversity concept applied to the composition of the Supervisory Board is implemented to the greatest extent possible. The Supervisory Board meets a minimum of four times a year, has the Executive Board report in detail, and discusses the development of business and the situation of the company with the Executive Board. It takes receipt of written reports submitted by the Executive Board at regular intervals on the course of business and the performance of the company.
The Supervisory Board deploys the following instruments in particular in performing its advisory and supervisory function:. In order to prepare its meetings and decisions the Supervisory Board has currently formed four standing committees: The Presiding Committee undertakes the preparatory work in connection with the appointing of Executive Board members and, in place of the Supervisory Board plenum, makes decisions on business measures requiring urgent approval.
The Audit Committee deals with the following above all:. The Audit Committee meets at least four times a year and has the Executive Board report in writing and verbally on the individual issues to be discussed, as well as having representatives of the independent auditor explain the report on their audit of the financial statements at company and at Group level.
The Strategy Committee consults in depth with the Executive Board on the corporate strategy whenever necessary. The Nomination Committee, which is exclusively comprised of representatives of the shareholders, proposes suitable candidates to the Supervisory Board that, in turn, presents its proposals to the General Meeting of Shareholders for the election of shareholder representatives to the Supervisory Board.