The Supervisory Board has the task of regularly advising and supervising the Executive Board in the management of the company. The Supervisory Board is involved at an early stage in decisions of fundamental importance to the company. Significant transactions and fundamental decisions on the further development of KWS SAAT SE require the approval of the Supervisory Board. A simple majority is sufficient for the corresponding resolution. The Supervisory Board continues to consist of six members. The Supervisory Board also awarded its former member, Dr. Ing. Arend Oetker, with the title of “Honorary Member of the Supervisory Board”. He is not a Supervisory Board member and is not equivalent to being one; in particular, he does not have the legal rights of a Supervisory Board member.
The Supervisory Board appoints a spokesperson for the Management Board, who coordinates the work of the Management Board. In addition, the spokesperson must work towards the uniform orientation of the management and can demand information about individual matters from the members of the Executive Board at any time.
The KWS Supervisory Board has the following objectives for its composition: With regard to the international business activities of KWS, the Supervisory Board should, in accordance with the requirements of the DCGK, include a sufficient number of Supervisory Board members with international experience. All shareholder representatives of the current panel elected by the annual shareholder meeting hold responsible functions and/or work in bodies of internationally operating family-owned business, with the result that the Supervisory Board fulfills its objectives in this regard.
The Supervisory Board has complied with section 5.4.1. of the German Corporate Governance Code on the issue of the appropriate number of independent shareholder representatives in the Supervisory Board, which was set at 50 per cent by the resolution of June 24, 2015. The Supervisory Board sees as independent members Hubertus von Baumbach and Ms. Catharina Claas-Mühlhäuser and has thus also achieved its goal that 50 per cent of the shareholder representatives in the Supervisory Board must be independent. When examining which members are to be considered as independent, the Supervisory Board also took note of the recommendations of the Commission 2005/162/EC in conjunction with Art. 1 para. 1d) bb of the Seventh Council Directive 83/349/EEC.
For election to the Supervisory Board, only candidates who have not reached the age of 72 are to be proposed to the general meeting. At the same time, attention should be paid to independence and diversity. These corresponding objectives of the Supervisory Board are also being implemented.
The current composition of the Supervisory Board fulfills all of the objectives set by the Supervisory Board for its composition. In addition, the competence profile for the entire panel is also completed. With regard to the respective competences, the overall panel is also composed in such a way that its members as a whole have the knowledge, skills and professional experience necessary to properly perform their duties.
The Chairman of the Audit Committee, Mr. Hubertus von Baumbach, has special knowledge and experience in the application of accounting principles and internal control procedures (“Financial Expert”).
Supervisory Board meetings are held at least twice during the calendar half-year. The immediate convening of the Supervisory Board may be effected by any Supervisory Board or Executive Board member, stating the purpose and reasons. In the year under review, the Supervisory Board held a total of five meetings. Information on the focal points of the individual meetings is contained in the Annual Report 2016/2017 on pages 5 to 9. Each Supervisory Board member must immediately disclose conflicts of interest to the Supervisory Board. The annual shareholder meeting is informed of any conflicts of interest that have arisen. Conflicts of interest of individual members were not communicated to the Supervisory Board Chairperson or, in the event of personal identity, to the Deputy Supervisory Board Chairperson in the past fiscal year.
In the 2016/2017 fiscal year, Dr. Marie Theres Schnell was newly elected to the Supervisory Board by the annual shareholder meeting on December 15, 2016, after Dr. Arend Oetker had resigned. There were no further changes to the composition of the Supervisory Board.