The Board of Directors has established an Audit Committee and 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 Board of Directors the appointment and replacement of the approved independent auditor and provides guidance to the Board of Directors on the auditing of the annual financial statements of the Group 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 (Chairperson), Mr. Markus Leininger, Ms. Simone Runge-Brandner, and Mr. Daniel Malkin.

Declaration of Conformity with recommendations C.10, D.8, and D.9 of the German Corporate Governance Code for use by foreign companies

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 has no statutory powers under the Luxembourg law or the articles of association with the Group, but applies rules adopted by the Board of Directors. The Advisory Board is an important source of guidance for the Board of Directors when making strategic decisions. 

The Board of Directors has 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 on a risk management structure and its processes, as well as assessing and monitoring the effectiveness of the risk management system. The Risk Committee is supported by the Chief Risk Officer (CRO) who brings a systematic and disciplined approach to evaluate and improve the risk management culture, capabilities and practices integrated within the strategy-setting and execution. The CRO’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 risk management, in particular by reviewing the Group’s risk management procedures established by the management and
their effectiveness for risk detection, assessment, prioritization, mitigation and monitoring, as well as its internal control system. The Board of Directors decides on the composition, tasks and terms of the Risk Committee members and the appointment and dismissal of its members, and of the CRO. Members of the Risk Committee are Mr. Markus Kreuter (Chairperson), Mr. Markus Leininger, Ms. Simone Runge Brandner, 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 to 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 Company’s Remuneration Policy and prepares and recommends to the Board remuneration proposals for members of the Board, the Executive Directors and Senior Management including evaluation of short- and long-term performance-related remuneration to senior executives. The Remuneration 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 an ESG Committee to supervise the company´s ESG processes and to review and assess the Group’s contribution to sustainable development.

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 including the Group’s Head of the Sustainability Department, Head of the Energy Department and Head of Human Resources Department as well as the Chief Operating Officer of a key Group company. The ESG Committee oversees
strategic guidance on ESG topics and is responsible for reviewing and assessing Aroundtown’s responsible business strategy, policies and practices with respect to ESG. The Committee meets at least quarterly, with additional meetings called as required, and sets the direction for the work of the Sustainability Department.