The Supervisory Board of KWS SAAT SE & Co. KGaA still consisted of six members in the period under review. Dr. Arend Oetker still bore the title of “Honorary Member of the Supervisory Board.” He is not a member of the Supervisory Board or of equal rank to one; in particular, he does not have the rights vested in a member of the Supervisory Board.
You can find an overview of the members of the Supervisory Board of KWS SAAT SE & Co. KGaA on our homepage at www.kws.com/corp/en/company/investor-relations/corporate-governance.
The Annual Shareholders’ Meeting on December 14, 2018, elected Dr. Drs. h.c. Andreas J. Büchting, Victor W. Balli, Cathrina Claas-Mühlhäuser and Dr. Marie Th. Schnell as shareholder representatives to the Supervisory Board of KWS SAAT SE & Co. KGaA. They were elected for a period of time up to the end of the Annual Shareholders’ Meeting that ratifies the Supervisory Board’s acts for fiscal year 2021/2022. Only candidates who were not 72 or above were proposed to the Annual Shareholders’ Meeting for election to the Supervisory Board. The Supervisory Board has defined that age limit in its bylaws.
Elections for the employee representatives on the Supervisory Board of KWS SAAT SE & Co. KGaA were also held. Jürgen Bolduan (Chairman of the Central Works Council of KWS SAAT SE & Co. KGaA) and Christine Coenen (Chairwoman of the European Employees’ Committee) were confirmed as employee representatives on the Supervisory Board of KWS SAAT SE & Co. KGaA by a “Special Negotiating Body” of KWS’ European (EU) workforce on January 30, 2019.
The Supervisory Board supervises how the company is run and managed by the personally liable partner. It supervises entrepreneurial decisions with regard to whether they are proper, expedient and cost-effective. It also examines the consolidated financial statements, taking into account the report by the independent auditor.
The Supervisory Board has drawn up a profile of skills and expertise in which it defines concrete goals for its composition and also addresses the question of an adequate number of independent members representing the shareholders on the Supervisory Board in accordance with the recommendations of the German Corporate Governance Code. Under recommendation C.6 of the German Corporate Governance Code, a Supervisory Board member is considered independent if he or she is independent from the company and its Executive Board, and independent from any controlling shareholder. The Supervisory Board considers that at least two shareholder representatives on the Supervisory Board should be independent within the meaning of the recommendation.
That target has been met. In the period under review, the Supervisory Board had two shareholder representatives – Victor W. Balli and Cathrina Claas-Mühlhäuser – who were independent from the company and its Executive Board and also independent from any controlling shareholder.
Moreover, all the other shareholder representatives – i.e. all the shareholder representatives and, therefore, also the Chairman of the Supervisory Board, the Chairman of the Audit Committee and the Chairman of the committee that deals with Executive Board compensation – are independent from the company and Executive Board.
In assessing the independence of the Chairman of the Supervisory Board, Dr. Drs. h.c. Andreas J. Büchting, from the company and Executive Board, the shareholder representatives also took into consideration that Dr. Andreas Büchting meets two of the criteria stated in recommendation C.7 of the German Corporate Governance Code, namely that he has been a member of the company’s Supervisory Board since December 2007, i.e. for more than thirteen years, and that his son Dr. Felix Büchting has been a member of the Executive Board since January 2019.
According to Commission Recommendation 2005/162/EC, a Supervisory Board member can be considered independent owing to the specific circumstances of his or her person, even though he or she does not meet the criteria for independence.
Dr. Büchting is considered by the Supervisory Board as independent from the company and Executive Board, since the length of time he has served on the Supervisory Board and the fact that he is related to one of the five Executive Board members cannot on their own cause a “substantial – and not merely temporary – conflict of interest” on the part of Dr. Büchting in the assessment of the shareholder representatives. In all the time he has worked for the company and been a member of the Supervisory Board, Dr. Büchting has contributed important know-how, in-depth knowledge of the industry, vision and his great knowledge of the company. He also has a very strong sense of integrity and responsibility, as well as the necessary experience, to maintain a professional distance from the company and the Executive Board, which is necessary for a member to discharge his or her office independently. Moreover, Dr. Andreas J. Büchting not only serves on the company’s Supervisory Board, but also on that of its personally liable partner KWS SE, as a result of which he is particularly able to fulfill his supervisory duties.
All the other targets for the Supervisory Board’s composition have likewise been met or exceeded. That goes for the age limit, the target for the ratio of women and men, and international expertise. The ratio of women to men is currently 50%, both on the Supervisory Board and among its shareholder representatives, i.e. the targets of 16.6% for the Supervisory Board as a whole and 25% for the shareholder representatives have been exceeded.
The fields of expertise required in the profile of skills and expertise are also fully covered by the members of the Supervisory Board. That not only relates to commercial and business experience and general knowledge of the seed industry or related sectors, but also the requirements for personal skills, such as a high degree of integrity, willingness to perform, sound judgment, and the ability to discharge the duties of a member of a Supervisory Board at a large international company and safeguard the company’s public reputation. All members of our Supervisory Board also made sure that they had sufficient time to discharge their duties as members and that the necessary education and further training measures were carried out. The company supported them in that to the best of its abilities. Every member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board immediately. Conflicts of interest that have arisen are reported to the Annual Shareholders’ Meeting.
The full Supervisory Board of KWS SAAT SE & Co. KGaA held five regular meetings in fiscal 2020/2021, each of which was attended by all its members either in person or, due to the pandemic, via online media. Information on the focal topics at the individual meetings can be found on page 6 of the 2020/2021 Annual Report. Every member of the Supervisory Board must disclose conflicts of interest to the Supervisory Board immediately. Conflicts of interest that have arisen are reported to the Annual Shareholders’ Meeting. Conflicts of interest on the part of individual members were not reported to the Supervisory Board or, had any involved the Chairman, to the Deputy Chair of the Supervisory Board in the past fiscal year.
As part of the open discussion at its meetings, the Supervisory Board of KWS SAAT SE & Co. KGaA regularly considers how effectively it and its committees discharge their duties. The Supervisory Board last conducted the regular self-assessment in fiscal 2019/2020. The next regular self-assessment is scheduled for the current fiscal year 2021/2022.