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 pursuant to the German Codetermination Act (1976), while the members representing the shareholders are elected at Aurubis AG’s Annual General Meeting.

There are five committees of the Supervisory Board in which the members are active: 

  • Audit Committee
  • Personnel Committee
  • Nomination Committee
  • Conciliation Committee
  • Technology Committee

Prof. Dr. Fritz Vahrenholt was elected as Chairman of the Supervisory Board. Stefan Schmidt is Deputy Chairman of the Supervisory Board (from June 12, 2019).

Members, CVs, and mandates 

Detailed information on all members of the Aurubis AG Supervisory Board is available here. The CVs are updated annually. 
 

Fritz Vahrenholt
Prof. Dr. Fritz Vahrenholt

Supervisory Board member representing the shareholders

CV / offices
Heinz Jörg Fuhrmann
Prof. Dr.-Ing. Heinz Jörg Fuhrmann

Supervisory Board member representing the shareholders

CV / offices
Karl Friedrich Jakob
Prof. Dr. Karl Friedrich Jakob

Supervisory Board member representing the shareholders

CV / offices
Stephan Krümmer
Dr. Stephan Krümmer

Supervisory Board member representing the shareholders

CV / offices
Sandra Reich
Dr. Sandra Reich

Supervisory Board member representing the shareholders

CV / offices
Andrea Bauer
Andrea Bauer

Supervisory Board member representing the shareholders

CV / offices
Stefan Schmidt *
Stefan Schmidt *

Supervisory Board member representing the employees

CV / offices
Deniz Acar *
Deniz Acar *

Member of the Supervisory Board representing the employees

CV / offices
Jan Koltze *
Jan Koltze *

Supervisory Board member representing the employees

CV / offices
Elke Lossin *
Dr. Elke Lossin *

Supervisory Board member representing the employees

CV / offices
Christian Ehrentraut *
Christian Ehrentraut *

Supervisory Board member representing the employees

CV / offices
Melf Singer *
Melf Singer *

Supervisory Board member representing the employees

CV / offices

* elected by the workforce

Supervisory Board report

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 Board in the past fiscal year here:

Supervisory Board report  (excerpt from the Annual Report 2019/20)

Composition, targets, and skills profiles

The Supervisory Board has established a concept for the composition of the Supervisory Board. The concept includes goals for the composition of the Supervisory Board, the skills profile, and a diversity concept. The concept is availaible for download here.

Individual disclosure of participation in meetings

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.

  Number of meetings attended (Fiscal Year 2019/20) Percentage of
meetings attended
     
Supervisory Board members 4 scheduled meetings and
1 extraordinary meeting    
 
Prof. Dr. Fritz Vahrenholt (Chairmen) 5/5 100 %
Stefan Schmidt (Deputy Chairmen) 5/5 100 %
Deniz Filiz Acar 5/5 100 %
Andrea Bauer 5/5 100 %
Christian Ehrentraut 5/5 100 %
Prof. Dr.-Ing. Heinz Jörg Fuhrmann 4/5 80 %
Prof. Dr. Karl Friedrich Jakob 5/5 100 %
Jan Koltze 5/5 100 %
Dr. Stephan Krümmer 5/5 100 %
Dr. Elke Lossin 5/5 100 %
Dr. Sandra Reich 5/5 100 %
Melf Singer 5/5 100 %
     
Personnel Committee 3 meetings  
Prof. Dr. Fritz Vahrenholt (Chairmen) 3/3 100 %
Deniz Filiz Acar 3/3 100 %
Andrea Bauer 3/3 100 %
Prof. Dr.-Ing. Heinz Jörg Fuhrmann 3/3 100 %
Jan Koltze 3/3 100 %
Stefan Schmidt 3/3 100 %
     
Audit Committee 4 meetings  
Dr. Stephan Krümmer (Chairmen) 4/4 100 %
Prof. Dr.-Ing. Heinz Jörg Fuhrmann 4/4 100 %
Jan Koltze 4/4 100 %
Dr. Elke Lossin 4/4 100 %
Dr. Sandra Reich 4/4 100 %
Melf Singer 4/4 100 %
     
Nomination Committee Did not meet during the fiscal year  
     
Technology Committee 4 meetings  
Prof. Dr. Karl Friedrich Jakob (Chairmen) 4/4 100 %
Christian Ehrentraut 4/4 100 %
Dr. Stephan Krümmer 4/4 100 %
Stefan Schmidt 4/4 100 %
     
Conciliation Committee Did not meet during the fiscal year   
Terms

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 a resolution is passed on approval of the management for the fourth fiscal year after the beginning of the term. 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 Vahrenholt

1999

Stefan Schmidt*

2018

Prof. Dr.-Ing. Heinz Jörg Fuhrmann

2009

Deniz Acar 2019

Prof. Dr. Karl Friedrich Jakob

2018

Jan Koltze*

2011

Dr. Stephan Krümmer

2018

Dr. Elke Lossin*

2018

Dr. Sandra Reich

2013

Christian Ehrentraut

2019

Andrea Bauer

2018

Melf Singer*

2018

* = elected by the employees

In accordance with the 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 for the Supervisory Board

The structure and amount of compensation for the Supervisory Board is determined by the shareholders at the Annual General Meeting 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  (excerpt from the Annual Report 2019/20)

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.

Directors' dealings

You can find the notifications currently subject to disclosure requirements 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, from January 1, 2020 below € 20,000.00) are exempt from this disclosure obligation.

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

Rules of Procedure of the Supervisory Board of Aurubis AG

Please download the latest version of the Rules of Procedure of the Supervisory Board of Aurubis AG here.

Committees
Audit Committee

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 auditors, 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:   

Shareholder side:
Dr. Stephan Krümmer (Chairman)
Prof. Dr.-Ing. Heinz Jörg Fuhrmann
Dr. Sandra Reich

Employee side:
Jan Koltze
Dr. Elke Lossin
Melf Singer

Personnel Committee

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:  

Shareholder side:
Prof. Dr. Fritz Vahrenholt (Chairman)
Prof. Dr.-Ing. Heinz Jörg Fuhrmann
Andrea Bauer

Employee side:
Deniz Filiz Acar
Jan Koltze
Stefan Schmidt

Nomination Committee

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

Conciliation Committee

The Conciliation Committee, which is prescribed by Section 27 (3) of the 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:

Shaerholder side:
Prof. Dr. Fritz Vahrenholt (Chairman)
Andrea Bauer

Employee side:
Stefan Schmidt (Vice Chairman)
Christian Ehrentraut

Technology Committee
Members:

Shareholder side:
Prof. Dr. Karl Friedrich Jakob (Chairman)
Dr. Stephan Krümmer

Employee side:
Christian Ehrentraut
Stefan Schmidt