"Objectives for the composition of the Supervisory Board of Ahlers AG
Against the background of
- its size (six members including four shareholder representatives and two employee representatives),
- 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 December 7, 2017, 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 is independent as defined in section 100 para. 5 of the German Stock Corporation Act (AktG) and has expert knowledge in the fields of accounting or annual audit.
(3) The Supervisory Board shall have at least one other member that is independent as defined in clause 5.4.2 sentence 2 of the German Corporate Governance Code (DCGK), 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. The Supervisory Board is of the opinion that employee representatives should not be deemed to be dependent per se but that the circumstances of each individual case are relevant.
(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 two former members 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) The Supervisory Board shall normally comprise at least two female members, including at least one shareholder representative.
(8) Candidates proposed for election to the Supervisory Board shall normally be younger than 70 years.
(9) 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 (8) 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. Objective (7) shall be met in the medium term, i.e. there should be two female members within the next three years.
(10) The Supervisory Board will review these objectives regularly and will publish its objectives and their implementation in the annual Corporate Governance Report.”
The Supervisory Board currently considers the objectives defined under (1) to (8) to be fulfilled. The objectives defined under (9) and (10) are taken into consideration as required on the respective occasions.