"Objectives for the composition of the Supervisory Board of Ahlers AG

Against the background of

  • its size (three members including two shareholder representatives and one employee representative),
  • the business segment in which the company operates,
  • the size and structure of the company,
  • the scope of the company’s international activity as well as
  • the company’s stock market listing and
  • its current shareholder structure

the Supervisory Board of Ahlers AG decided, on February 25, 2021, to work towards the following objectives regarding its composition:

  1. The members of the Supervisory Board should collectively have the knowledge, skills and professional expertise required to properly perform all duties. The competencies that are considered to be material for the full Supervisory Board include
    • entrepreneurial and/or operational experience;
    • the ability to assess the correctness, efficiency, purposefulness and lawfulness of the business decisions that are to be assessed;
    • the ability to assess the annual accounts, possibly with the help of the auditor;
    • the willingness and ability to meaningfully engage with the issues at hand and
    • the ability to select and oversee management staff.

    The specific spheres of knowledge, skills and professional experience of the individual members of the Supervisory Board should complement each other in such a way that sufficient professional expertise is available at all times for the Supervisory Board’s work as such and for each material division of the company to ensure that the Management Board is permanently supervised and advised in a professional and efficient manner.

  2. The Supervisory Board should have at least one member that has expert knowledge in the fields of accounting or annual audit as defined in section 100 para. 5 of the German Stock Corporation Act (AktG).
  3. The Supervisory Board shall have at least one other member that is independent as defined in section C.II.C6 (2) and C7 (1) sentence 2 of the German Corporate Governance Code (GCGC), i.e. that has no professional or personal relationship with the company, its bodies, a controlling shareholder or a company related to the latter which could give rise to a material, non-temporary conflict of interests.
  4. The Supervisory Board shall have no member that sits on one of the organs or performs an advisory function at a major competitor of the company or the Group.
  5. No more than one former member of the Management Board shall sit on the Supervisory Board.
  6. The Supervisory Board shall normally comprise at least one member that has special expertise with regard to the company’s international activities.
  7. As a general rule, the Supervisory Board should have at least one female member.
  8. Candidates proposed for election to the Supervisory Board shall normally be younger than 70 years.
  9. The election proposal for the appointment of Supervisory Board members should take into account a limit for the length of Supervisory Board membership of three full terms of office (or a maximum of 12 years).
  10. When preparing and adopting nominations for election to the Supervisory Board to the Annual Shareholders’ Meeting, the Supervisory Board will act to the best of the company’s interests. The objectives defined under (6) to (9) above are therefore subject to the condition that the objectives (1) to (5) must be ensured at all times and that competent candidates for the Supervisory Board office are available at the time they are needed.
  11. The Supervisory Board will review these objectives regularly and will publish its objectives and their implementation in the annual corporate governance statement.”

The Supervisory Board currently considers the objectives defined under (1) to (9) to be fulfilled. The objectives defined under (10) and (11) are taken into consideration as required on the respective occasions.

No material conflicts of interest requiring disclosure to the Annual Shareholders’ Meeting occurred in the past fiscal year. Please refer to the details in the Supervisory Board and compensation report.