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Board Structure

The Board of Directors manages the business activities of SAF-HOLLAND S.A.. The Board of Directors advises, controls and monitors the Group Management Board. The Group Management Board informs regularly, promptly and comprehensively the Board of Directors in written and verbal form about all material issues of the SAF-HOLLAND Group. The Group Management Board reports on the Group’s net assets, financial position, sales and earnings performance, business development, key financial indicators and market trends. The Board of Directors also focuses strongly on the strategic direction of the SAF-HOLLAND Group and on the monitoring of the business activities of the individual direct and indirect operating subsidiaries. The Board of Directors also addresses non-financial reporting.

In accordance with the requirements of the German Corporate Governance Code, the Chairman of the Board of Directors has agreed to discuss supervisory issues in an appropriate manner with investors.

Member of the Board of Directors:

  • Dr Martin Kleinschmitt (Chairman)
  • Martina Merz
  • Jack Gisinger
  • Anja Kleyboldt
  • Carsten Reinhardt
  • Ingrid Jägering

The Board of Directors may consist of external members as well as Company operating managers. SAF-HOLLAND’s Board of Directors currently consists of six members.

According to the SAF-HOLLAND S.A. Articles of Association, the Board of Directors must generally comprise at least three independent members. The independent members are Martina Merz, Ingrid Jägering, Anja Kleyboldt and Carsten Reinhardt. Dr Martin Kleinschmitt and Jack Gisinger are two former members of the Management Board who are now currently members of the Board of Directors. 

 

Committees of the Board of Directors

The Board of Directors set up two committees, the Audit Committee and the Remuneration & Nomination Committee, for its business activities. The Audit Committee and the Remuneration & Nomination Committee are comparable to the corresponding committees of a German supervisory board.

Audit Committee

The Audit Committee consisted of the following members as of November 5, 2019:

  • Ingrid Jägering (Chair)
  • Dr Martin Kleinschmitt
  • Carsten Reinhardt

Ingrid Jägering and Dr Martin Kleinschmitt posses special expertise in the application of accounting principles and internal control procedures. Two of the three members of the Audit Committee are independent members of the Board of Directors.

Remuneration & Nomination Committee

The Remuneration & Nomination Committee consisted of the following members as of January 1, 2020:

  • Martina Merz (Chairwoman)
  • Dr Martin Kleinschmitt
  • Jack Gisinger
  • Carsten Reinhardt

Two of the four members of the Remuneration & Nomination Committee are independent members of the Board of Directors.