The Board of Directors established an Audit Committee. The Board of Directors decides on the composition, tasks and term of the Audit Committee as well as the appointment and dismissal of its members. The responsibilities of the Audit Committee relate to the integrity of the financial statements, including reporting to the Board of Directors on its activities and the adequacy of internal systems controlling the financial reporting processes and monitoring the accounting processes including reviewing accounting policies and updating them regularly. The Audit Committee recommends to the shareholders a nomination for the statutory auditor and provides guidance to the Board of Directors on the auditing of the annual financial statements of the Company and, in particular, shall monitor the independence of the approved independent auditor, the additional services rendered by such auditor, the issuing of the audit mandate to the auditor, the determination of auditing focal points and the fee agreement with the auditor.
The Audit Committee consists of the Independent Directors, Mr. Markus Kreuter (Chairman), Mr. Markus Leininger, Ms. Simone Runge-Brandner, and Mr. Daniel Malkin.
The Board of Directors established an Advisory Board to provide expert advice and assistance to the Board of Directors. The Board of Directors decides on the composition, tasks and term of the Advisory Board as well as the appointment and dismissal of its members. The Advisory Board is an important source of guidance for the Board of Directors when making strategic decisions.
Risk Committee and Risk Officer
The Board of Directors established a Risk Committee tasked with assisting and providing expert advice to the Board of Directors in fulfilling its oversight responsibilities, relating to the different types of risks, recommending a risk management structure including its organization and its process as well as assessing and monitoring the effectiveness of risk management systems. The Risk Committee is supported by the Risk Officer, who brings a systematic and disciplined approach to evaluate and improve the culture, capabilities, and practices integrated with strategy-setting and execution. The Risk Officer’s responsibilities are determined and monitored by the Risk Committee, whose oversight is established pursuant to the Rules of Procedure of the Risk Committee.The Risk Committee provides advice on actions of compliance, in particular, by reviewing the Company’s procedures for detecting risk, the effectiveness of the Company’s risk management and internal control system and by assessing the scope and effectiveness of the systems established by the management to identify, assess and monitor risks. The Board of Directors decides on the composition, tasks and term of the Risk Committee and the appointment and dismissal of its members.
Members of the Risk Committee are Mr. Markus Kreuter (Chairman), Mr. Markus Leininger, Ms. Simone Runge, Mr. Daniel Malkin, Mr. Frank Roseen and Mr. Ran Laufer.
The Board of Directors established a Nomination Committee to identify suitable candidates for director positions and examine their skills and characteristics.
The Nomination Committee consists of the Independent Directors, Mr. Markus Leininger, Mr. Markus Kreuter, Ms. Simone Runge-Brandner and Mr. Daniel Malkin
The Board of Directors established a Remuneration committee to determine and recommend to the Board the remuneration policy for the Chairman of the Board, the Executive Directors and Senior Management including evaluation of short term performance related remuneration to senior executives.
The Remuneration Committee consists of the Independent Directors, Mr. Markus Leininger, Mr. Markus Kreuter and Ms. Simone Runge-Brandner
The Board of Directors established an ESG Committee to review policies, stakeholder proposals and recommendations that relate to ESG topics, including foundation-related activities. In addition the Committee reviews and assesses the Company’s initiatives and environmental, social and governance practices and reviews policies with respect to ESG.
The ESG Committee is chaired by Mr. Markus Leininger, an independent member of the Board of Directors, and includes as voting members independent director Mr. Markus Kreuter and executive director Mr. Frank Roseen, as well as advisory members.