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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 Management Board. The 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 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 Chairwoman of the Board of Directors has agreed to discuss supervisory issues in an appropriate manner with investors.

Member of the Board of Directors:

  • Martina Merz (Chairwoman)
  • Dr Martin Kleinschmitt (Vice Chairman)
  • Detlef Borghardt
  • Jack Gisinger
  • Anja Kleyboldt
  • Carsten Reinhardt

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. Five of these members, including the Chairwoman Martina Merz, are external members. The sixth member of the Board is Detlef Borghardt, Chief Executive Officer (CEO) of SAF-HOLLAND GmbH. This means that one member of the Board of Directors is directly involved in the Group’s day-to-day business. The Board of Directors appointed a chair and vice chair from its members.

According to the SAF-HOLLAND S.A. Articles of Association, the Board of Directors must generally comprise at least three independent members. As of December 31, 2017, three of the six members were classified as independent as defined by the Company’s Articles of Association. The independent members are Martina Merz, 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. Detlef Borghardt, the Chief Executive Officer of SAF-HOLLAND, is classified as a dependent member as defined by the Articles of Association of SAF-HOLLAND S.A.

 

Committees of the Board of Directors

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

Auditive Committee

The Audit Committee consisted of the following members as of December 31, 2017:

  • Dr Martin Kleinschmitt (Chairman)
  • Martina Merz
  • Carsten Reinhardt

Dr Kleinschmitt possesses 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 Committee

The Remuneration Committee established by the resolution of April 27, 2017, consisted of the following members as of December 31, 2017:

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

Three of the five members of the Remuneration Committee are independent members of the Board of Directors.

Nomination Committee

The creation of a nomination committee was prepared in the year 2017. The Nomination Committee will begin its work in early 2018.