4. Diversity
One of the main concerns of good corporate governance is to ensure that appointments to the Executive Board and Supervisory Board are appropriate to the specific needs of the business. Key criteria in this regard include the professional and personal skills and qualifications of the members of the Executive Board and Supervisory Board as well as diversity in the composition of both boards – including an appropriate degree of female representation – and the independence of the Supervisory Board.
Composition of the Supervisory Board
The Supervisory Board has laid down specific requirements and objectives for its composition in recognition of its responsibilities and obligations and taking into account the business needs of KION GROUP AG. Besides having the minimum professional skills required to be a Supervisory Board member, as specified by law and the highest courts, all members of the Supervisory Board of KION GROUP AG should meet the following criteria:
- Identification with the fundamental values and beliefs of KION GROUP AG
- Positive attitude towards the basic principles of responsible corporate governance
- Personal integrity and a responsible approach to dealing with potential conflicts of interest
- Ability to devote the expected amount of time required and compliance with the limit on the number of mandates that may be held at any one time.
Other targets set by the Supervisory Board with regard to its composition are a standard age limit of no more than 70 at the time of appointment / election and a maximum limit for length of membership of four terms of office. All of the current Supervisory Board members meet these requirements.
In addition, the Supervisory Board redefined in 2019 what it considers to be an adequate number of independent Supervisory Board members. Accordingly, four shareholder representatives on the Supervisory Board should be independent within the meaning of section 5.4.2 of the Code. These four members are currently Ms Behrendt, Dr Reuter, Dr Dibelius and Mr Ring.
As regards the employee representatives, the Supervisory Board believes their role as representatives of the employees does not, per se, compromise their independence.
The Supervisory Board is of the opinion that the priority in aiming for a board composition based on diversity is the expertise of the individual members and a balanced mix of personal qualities, experience, skills, qualifications and knowledge in line with the requirements of the business. This is the basis on which the Supervisory Board has drawn up its profile of skills and expertise. The following profile of skills and expertise defines the knowledge acquired through professional practice (experience) and theoretical / academic knowledge (expertise) that should be represented on the Supervisory Board:
- Experience
- Automotive industry, components and drive technologies
- Intralogistics
- Automation, particularly automation in intralogistics
- Service/aftersales business, particularly in intralogistics
- Development of international marketing strategies and product portfolio strategies
- Expertise
- Development and assessment of technology
- Service/aftersales business models and technological developments in this area
- Digitalisation and automation
- In-depth understanding of the markets in EMEA, the Americas and Asia
- Experience
- Management of companies with an international presence, including the development of corporate cultures and organisational structures
- Supervisory board membership in companies with an international presence
- Acquisitions and strategic alliances
- Experience and expertise
- Corporate governance and compliance principles as well as their implementation in at least two of the regions relevant to the Company
- Accounting and auditing
- Capital markets and international finance.
Each of these fields of competence is currently covered by at least six members of the Supervisory Board.
As 31.25 per cent of its members are female (five of 16), the Supervisory Board meets the statutory requirements regarding gender representation on supervisory boards pursuant to section 96 (2) AktG. The shareholder representatives and the employee representatives are agreed that attaining the objectives in relation to diversity, in particular the objectives relating to the involvement of women and people from different cultural backgrounds, is considered to be in the interests of KION GROUP AG and a task that forms part of the collective responsibility of the entire Supervisory Board. The Supervisory Board therefore supports the inclusion of additional female members and members from different cultural backgrounds who meet the above criteria insofar as the skills requirements are met.
When proposing candidates to the Annual General Meeting in future, the Nomination Committee and Supervisory Board will take all of the aforementioned targets into account and strive to ensure that the profile of skills and expertise is still achieved. The Nomination Committee and Supervisory Board have no influence on the composition of the group of employee representatives on the Supervisory Board because the employees in Germany are free to choose whom they elect.