The Supervisory Board of Aurubis AG

The Supervisory Board supports the Group’s strategic orientation. It advises the Executive Board in the Company’s management and monitors corporate governance.

Aurubis’ Supervisory Board consists of 12 members, half of whom are elected by the employees and half of whom are elected by the shareholders. The Supervisory Board members representing the employees are elected in adherence to the Codetermination Act (1976), while the members representing the shareholders are elected at Aurubis AG’s Annual General Meeting.

There are four Supervisory Board committees in which the members are active: The Conciliation Committee, the Audit Committee, the Personnel Committee and the Nomination Committee.

Prof. Dr. Fritz Vahrenholt was elected as Chairman of the Supervisory Board. Renate Hold-Yilmaz is Deputy Chairwoman of the Supervisory Board.

The Supervisory Board performed the functions incumbent upon it by law and the Articles of Association during the entire fiscal year. It advised the Executive Board in the company’s management and monitored the corporate governance of the Company. The Supervisory Board was directly included in all decisions of fundamental importance for the Company. You can find detailed information about the work of the Supervisory Committee in the past fiscal year here:

Supervisory Board report
 

Here you will find detailed information about all members of the Supervisory Board of Aurubis AG:
 

 

Prof. Dr. Fritz Vahrenholt
Chairman

 

Renate Hold-Yilmaz*
Deputy Chairwoman of the Supervisory Board 

 

Prof. Dr.-Ing. Heinz Jörg Fuhrmann

 

Karl-Heinz Hamacher*

 

 

Prof. Dr. Karl Friedrich Jakob

 

 

Jan Koltze*

 

Dr. Stephan Krümmer

 

 

Dr. Elke Lossin*

 

Dr. Sandra Reich

 

 

Stefan Schmidt*

 

Edna Schöne

 

Melf Singer*


* = elected by the employees

 

The Supervisory Board should be composed in such a way as to ensure the qualified control and advising of the Executive Board by the Supervisory Board. In sum, its members should possess the knowledge, skills and professional experience that are required for the proper discharge of the responsibilities of a Supervisory Board in an exchange-listed, internationally operating company in the area of the copper and metal industry.

You can find the detailed objectives in the current competence profile.


 

 

The Supervisory Board considers it to be part of good corporate governance to disclose participation in meetings of the full Supervisory Board and Supervisory Board committees on an individual basis.

Individualized disclosure of participation in meetings 2016/17

The term of Supervisory Board members usually amounts to five years. The general appointment term of five years stems from Aurubis AG’s Articles of Association, according to which the members of the Supervisory Board are appointed for a period until the end of the Annual General Meeting, in which the relief for the fourth fiscal year after the beginning of the term is resolved. The fiscal year in which the term begins is not counted here. Accordingly, the Supervisory Board is elected until the end of the 2023 Annual General Meeting.

 

Name

Date of initial appointment

Prof. Dr. Fritz Varenholt

1999

Renate Hold-Yilmaz*

2008

Prof. Dr.-Ing. Heinz Jörg Fuhrmann

2009

Karl-Heinz Hamacher*

2018

Prof. Dr. Karl Friedrich Jakob

2018

Jan Koltze*

2011

Dr. Stephan Krümmer

2018

Dr. Elke Lossin*

2018

Dr. Sandra Reich

2013

Stefan Schmidt*

2018

Edna Schöne

2018

Melf Singer*

2018

* = elected by the employees

According to goals for the composition of the Supervisory Board, the members of the Supervisory Board usually may not be older than 70 during the election.
 

Compensation of the Supervisory Board is determined by the Annual General Meeting in terms of structure and amount and is governed by the Articles of Association. Compensation is not based on performance. The Chairman and the members of the Supervisory Board receive a purely fixed compensation. Additional compensation is granted for participation in a committee.

The individual compensation of Supervisory Board members is compiled in the Compensation Report of the Annual Report.

Compensation Report for the Supervisory Board

Statute

§ 12

1. Each member of the Supervisory Board shall receive, in addition to the reimbursement of expenses incurred while exercising his office, a fixed compensation of € 75,000.00 per fiscal year. The Chairman of the Supervisory Board shall receive three times this amount and his Deputy twice this amount.

2. Supervisory Board members who belong to the Personnel Committee and/or the Audit Committee of the Supervisory Board shall receive an additional fixed compensation of € 15,000 per fiscal year per committee. Supervisory Board members who belong to the other Supervisory Board committees receive an additional fixed compensation of € 7,500 per fiscal year per committee. Supervisory Board members who chair a Supervisory Board committee shall receive twice this amount per fiscal year per committee chairmanship.

3. The fixed compensation for committee membership in accordance with paragraph 2 shall be limited to € 25,000.00 per fiscal year for each member of the Supervisory Board. The limit shall be € 50,000 per fiscal year for each committee chairman.

4. The compensation in accordance with paragraphs 1 and 2 shall be payable on the day after the Annual General Meeting when the resolution is passed on the exoneration of the members of the Supervisory Board for the respective fiscal year.

5. In addition, the members of the Supervisory Board and its committees shall receive an attendance fee of € 1,000.00 for each meeting that they attend in person, via telephone, via video conference or via similar participation.

6. Furthermore, members of the Supervisory Board shall receive the value added tax payable on their compensation and on the reimbursement of their expenses.

7. Supervisory Board members who have only served on the Supervisory Board or one of its Committees for part of a fiscal year shall receive compensation in accordance with the period that they have served.

8. Members of the Supervisory Board shall be entitled to compensation in the amount resulting from the current version of this § 12 for the first time for the fiscal year commencing on 1 October 2015.

9. In its own interests, the Company shall maintain third party liability insurance against pecuniary loss for its Boards and Management with reasonable retentions taking the legal provisions into account, in which the Supervisory Board members are also included and are insured at the expense of the Company.

 

You can find the notifications currently subject to disclosure requirements from the last 180 days here.

In accordance with Art. 19(1) subparagraph 2 MAR,  members of the Executive and Supervisory Boards of a public company as well as closely related persons must notify the company and the Federal Authority for Financial Services Supervision (BaFin) about the purchase and sale of shares in the company or related financial instruments. The companies are obligated to publish this information. Insignificant purchase and sales transactions (under € 5,000 per calendar year) are exempt from this disclosure obligation.

The German Corporate Governance Code has a comparable ruling in the edition dated June 2, 2005.

The members of our Executive and Supervisory Boards have been informed about this.

Notifications pursuant to Section Art. 19(1) subparagraph 2 MAR

 

Committees

The Audit Committee is primarily responsible for issues of accounting, risk management, the internal control system and compliance. It also discusses the financial reports with the Executive Board prior to their publication. Other important focuses are the required independence of the auditor, the appointment of the auditors, the determination of the focuses of the audit and the agreement of the fee. Furthermore, the committee recommends a resolution to propose the auditor to the Annual General Meeting as well as the approval of the annual and consolidated financial statements.


Members:   

Dr. Stephan Krümmer (Vorsitzender)
Prof. Dr.-Ing. Heinz Jörg Fuhrmann
Renate Hold-Yilmaz
Jan Koltze
Dr. Elke Lossin
Dr. Sandra Reich

Individualized disclosure of participation in meetings 2016/17

 

The Personnel Committee is responsible for preparing the appointment of Executive Board members as well as for representing the Company to the members of the Executive Board. It handles all personnel matters of the Executive Board members, including approving the acceptance of mandates with other companies. It also concerns itself with the achievement of goals by Executive Board members, prepares the review of the compensation system for the Executive Board and, in the process, handles the setting of goals for variable compensation.

Members:  

Prof. Dr. Fritz Vahrenholt (Chairman)
Prof. Dr.-Ing. Heinz Jörg Fuhrmann
Karl-Heinz Hamacher
Renate Hold-Yilmaz
Prof. Dr. Karl Jakob
Stefan Schmidt

Individualized disclosure of participation in meetings 2016/17

 

The Nomination Committee proposes suitable candidates to the Supervisory Board, whom it in turn may propose to the Annual General Meeting for the election of Supervisory Board members. In addition, the Nomination Committee develops specific goals for the composition of the Supervisory Board as well as job profiles for shareholder representatives.

Members:

Prof. Dr. Fritz Vahrenholt (Chairman)
Prof. Dr.-Ing. Heinz Jörg Fuhrmann
Prof. Dr. Karl Friedrich Jakob
Dr. Stephan Krümmer

Individualized disclosure of participation in meetings 2016/17

 

The Conciliation Committee, which is prescribed by Section 27 (3) Codetermination Act, meets only if the required two-thirds majority of votes is not reached for the appointment of a member of the Executive Board or the revocation of the appointment. The committee must submit a corresponding proposal to the Supervisory Board within a month.


Members:

Prof. Dr. Fritz Vahrenholt (Chairman)
Renate Hold-Yilmaz (Deputy Chairwoman)
Edna Schöne
Melf Singer

Individualized disclosure of participation in meetings 2016/17

 

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